TI/LC Reserve Account. (a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Account) for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or in the aggregate with respect to any Lease (collectively, the “Material Termination Fees”) (such Eligible Account, the “TI/LC Reserve Account”). (b) Whenever a Lease is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower receives a Material Termination Fee, Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided no Event of Default is continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, in respect of Approved Leasing Costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Period is continuing, the remainder of such Material Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet and/or is the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, and all Leasing Commissions and Tenant Improvement costs relating to such Leases have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease).
Appears in 1 contract
Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
TI/LC Reserve Account. (a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Accountbook-entry subaccount) for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or reserving amounts in the aggregate with respect to any Lease of Tenant Improvements and Leasing Commissions (collectively, the “Material Termination Fees”) (such Eligible Account, the “TI/LC Reserve Account”).
(b) On each Payment Date during a Low NOI Period or Trigger Period, Borrower shall remit to Lender, for deposit into the TI/LC Reserve Account, an amount equal to the Monthly TI/LC Amount.
(c) Within 10 Business Days following Borrower’s delivery of a written request to Lender (but not more often than once per calendar month) and satisfaction of the conditions set forth in this Section 3.5(c), provided that no Event of Default is then continuing, Lender shall cause disbursements to Borrower from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension, amendment or modification) entered into in accordance herewith, provided that: (i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable; (ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that all conditions precedent to such disbursement required by the Loan Documents have been satisfied; and (iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Tenant Improvements relating to any single Tenant or any single Lease in excess of $750,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (x) a reasonably satisfactory site inspection, and (y) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts. 48
(d) Whenever a Lease is terminatedterminated in whole or in part, whether by buy-out, cancellation, default default, rejection, contraction or otherwise, or the Tenant thereunder defaults, and in any such case Borrower receives a Material or is permitted to retain any payment, fee, damages, forfeited security deposit, or proceeds of any bond or letter credit given as security (collectively, “Termination FeeProceeds”), Borrower shall promptly cause remit such Material Termination Fee Proceeds that are in excess of $1,000,000 to be deposited Lender for deposit into the TI/LC Reserve Account. Provided no Event of Default is continuing, (i) Lender shall disburse such Material Termination Fee Proceeds or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs Commissions and Tenant Improvement costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, a replacement Lease entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination respect of the Xxxxxx Lease be used to pay Approved Leasing Costs in connection with all or a renewal portion of any then-existing space covered by such terminated Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable subject to the expanded portion satisfaction of the premises demised under such Leaserequirements specified in clause (c) above, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Trigger Period is continuing (or if a Trigger Period is then continuing, following the termination of the Trigger Period) the remainder of such Material Termination Fee Proceeds or portion thereof, if any, less any reserves referred to at the conclusion of this sentence, shall be remitted to the Cash Management Account once an amount after at least 80% of space equal to or greater than the space that is the subject of the termination payment covered by such terminated Lease has been relet and/or relet, the replacement Tenant is in occupancy and has commenced paying rent under the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, replacement Lease and all Leasing Commissions and Tenant Improvement costs relating to such Leases space have been paid; providedpaid or reserved for in the TI/LC Reserve Account.
(e) Provided that no Event of Default is then continuing, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts Lender shall only be remitted release to the Cash Management Account once an amount of space equal all amounts then contained in the TI/LC Reserve Account (other than Termination Proceeds) on the first Payment Date after Borrower delivers to Lender evidence reasonably satisfactory to Lender establishing that no Low NOI Period or greater than Trigger Period is then continuing (or if then continuing, promptly following the space that is the subject termination of the termination payment has been relet pursuant to one Low NOI Period or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is Trigger Period). Such a release shall not preclude the subject subsequent commencement of a renewal Low NOI Period and the deposit of any then-existing Leaseamounts into the TI/LC Reserve Account as set forth in Section 3.2 (a).. Section
Appears in 1 contract
Samples: Loan Agreement (Parkway, Inc.)
TI/LC Reserve Account. (a) Lender will On or prior to the Closing Date, Borrower shall establish and thereafter maintain an Eligible Account (which may be a subaccount of with the Cash Management Account) Bank an account for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or reserving amounts in respect of Tenant Improvements and Leasing Commissions (the aggregate with respect to any Lease (collectively, the “Material Termination Fees”) (such Eligible Account, the “"TI/LC Reserve Account”").
(b) Whenever On each Payment Date during the continuance of a Cash Trap Period, there shall be deposited into the TI/LC Reserve Account an amount equal to the Monthly TI/LC Amount.
(c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than once per calendar month), Lender shall cause disbursements to Borrower from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension, Lease renewals or Lease amendments) entered into in accordance herewith, provided that:
(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;
(ii) Borrower shall deliver to Lender an Officer's Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement; and
(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate, (2) a reasonably satisfactory site inspection, and (3) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts.
(d) During a Cash Trap Period, whenever a Lease is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower receives any payment, fee or penalty in respect of such termination (a Material "Termination Fee"), Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided no Event of Default has occurred and is continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs Commissions and Tenant Improvement costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, a replacement Lease entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination respect of the Xxxxxx space covered by such terminated Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Period is continuing, the remainder of such Material Termination Fee or portion thereofFee, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than after the space that is the subject of the termination payment covered by such terminated Lease has been relet and/or relet, the replacement Tenant is in occupancy and has commenced paying rent under the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, replacement Lease and all Leasing Commissions and Tenant Improvement costs relating to the initial lease term for such Leases space have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with .
(e) Upon the termination of a Cash Trap Period, provided no Event of Default is then continuing, Lender shall remit to Borrower the Xxxxxx Lease, such amounts shall only be remitted amount then contained in the TI/LC Reserve Account.
(f) Notwithstanding anything to the Cash Management Account once an amount contrary contained herein, in lieu of space equal making deposits to the TI/LC Reserve Account, Borrower shall be permitted to deliver to Lender a Qualified Letter of Credit or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease)Qualified Guarantee in such amount.
Appears in 1 contract
Samples: Loan Agreement (Alexanders Inc)
TI/LC Reserve Account. (a) Lender will On or prior to the Closing Date, Borrower shall establish and thereafter maintain an Eligible Account (which may be a subaccount of with the Cash Management Account) Bank an account for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or reserving amounts in respect of Tenant Improvements and Leasing Commissions (the aggregate with respect to any Lease (collectively, the “Material Termination Fees”) (such Eligible Account, the “"TI/LC Reserve Account”").
(b) On each Payment Date, to the extent the amount contained in the TI/LC Reserve Account is less than the TI/LC Threshold Amount, there shall be deposited into the TI/LC Reserve Account an amount equal to the Monthly TI/LC Amount.
(c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than once per calendar month), Lender shall cause disbursements to Borrower from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension) entered into in accordance herewith, provided that:
(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;
(ii) Borrower shall deliver to Lender an Officer's Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that all conditions precedent to such disbursement required by the Loan Documents as specified in this Section 3.5 have been satisfied; and
(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate, (2) a reasonably satisfactory site inspection, and (3) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts.
(d) Whenever a Lease covering 2,500 square feet or more of gross leasable area is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower receives any payment, fee or penalty in respect of such termination (a Material "Termination Fee"), Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided no Event of Default is continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs Commissions and Tenant Improvement costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, a replacement Lease entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination respect of the Xxxxxx space covered by such terminated Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Period is continuing, the remainder of such Material Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than after the space that is the subject of the termination payment covered by such terminated Lease has been relet and/or relet, the replacement Tenant is in occupancy and has commenced paying rent under the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, replacement Lease and all Leasing Commissions and Tenant Improvement costs relating to such Leases space have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease).
Appears in 1 contract
TI/LC Reserve Account. At Closing, Borrower shall establish the TI/LC Reserve Account and shall deposit initially Seven Hundred Thousand and No/100ths Dollars (a$700,000.00) Lender will establish and maintain an Eligible Account (which may be a subaccount of into the Cash Management Account) for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or in the aggregate with respect to any Lease (collectively, the “Material Termination Fees”) (such Eligible Account, the “TI/LC Reserve Account”).
(b) Whenever a Lease is terminated, whether by buy-outwhich initial deposit may be funded, cancellationat Borrower’s election, default or otherwisewith proceeds of the Loan. Thereafter, concurrently with each monthly payment due and Borrower receives a Material Termination Feepayable under the Note, commencing on August 1, 2015, Borrower shall deposit an amount equal to $36,901.00 monthly. In addition, on or before June 25, 2019, Borrower shall deposit an additional Five Hundred Thousand and No/100ths Dollars ($500,000.00) into the TI/LC Reserve Account, or in lieu of such deposit, Borrower may provide to Bank a letter of credit in such amount on terms reasonably acceptable to Bank. Furthermore, upon receipt of any lease termination fee under any Lease, such fee shall be promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided no Event The funds held in the TI/LC Reserve Account shall be disbursed by Bank to Borrower for the purpose of Default is continuingthe payment of Tenant Improvements and Leasing Commissions relating to the Property subject to Bank’s reasonable approval of the applicable Lease. Such funds may be disbursed on a monthly basis pursuant to the provisions of Section 2.8. Notwithstanding the foregoing, if at any time after June 25, 2020, the balance of the TI/LC Reserve Account exceeds Five Hundred Thousand and No/100ths Dollars (i) Lender $500,000.00), the excess amount shall disburse such Material Termination Fee or portion thereof be disbursed to BorrowerBorrower and the monthly deposit into the TI/LC Reserve Account shall be suspended. Thereafter, in accordance with at any time the same requirements balance of the TI/LC Reserve Account falls below Five Hundred Thousand and No/100ths Dollars ($500,000.00), the monthly deposit as set forth above will be reinstated. Notwithstanding anything to the contrary herein, at any time and from time to time, Borrower may provide to Bank a letter of credit on terms, and from a financial institution, reasonably acceptable to Bank in Section 1.5(b)(ii) (including, without limitation, satisfaction of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, in respect of Approved Leasing Costs incurred by Borrower in connection with any new Lease, or renewal amount of, and in lieu of, all or expansion under, any then-existing Lease, in each case, entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, amount then required to be deposited in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole the TI/LC Reserve Account and absolute discretion) and (ii) unless a Cash Flow Sweep Period is continuing, the remainder upon Borrower’s delivery of such Material Termination Fee or portion thereofletter of credit, if any, Bank shall be remitted to the Cash Management Account once cause an equivalent amount of space equal cash held in the TI/LC Reserve Account to or greater than the space that is the subject of the termination payment has been relet and/or is the subject of expansions pursuant be promptly disbursed to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, and all Leasing Commissions and Tenant Improvement costs relating to such Leases have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease)Borrower.
Appears in 1 contract
TI/LC Reserve Account. (a) Lender will On or prior to the Closing Date, Borrower shall establish and thereafter maintain an Eligible Account (which may be a subaccount of with the Cash Management Account) Bank an account for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or reserving amounts in the aggregate with respect to any Lease of Tenant Improvements and Leasing Commissions (collectively, the “Material Termination Fees”) (such Eligible Account, the “TI/LC Reserve Account”).
(b) On each Payment Date, to the extent the amount contained in the TI/LC Reserve Account is less than the TI/LC Threshold Amount (without giving effect to any amount contained therein that constitutes all or any portion of any Termination Fee), there shall be deposited into the TI/LC Reserve Account an amount equal to the Monthly TI/LC Amount.
(c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than twice per calendar month), Lender shall cause disbursements to Borrower from the TI/LC Reserve Account to pay, or reimburse Borrower for, Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension) entered into in accordance herewith, provided that:
(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;
(ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that no Event of Default is continuing; and
(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Tenant Improvements relating to any single Tenant or any single Lease in excess of $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (A) a reasonably satisfactory site inspection and (B) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts.
(d) Whenever a Lease is terminated, whether by buy-out, cancellation, default or otherwise, and if Borrower receives any payment, fee or penalty in respect of such termination (a Material “Termination Fee”), Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided no Event of Default is continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Period is continuing, the remainder of such Material Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet and/or is the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, and all Leasing Commissions and Tenant Improvement costs relating to such Leases have been paid; providedImprovements at the Properties, that with respect subject to the remainder requirements of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing LeaseSection 3.5(c).
Appears in 1 contract
TI/LC Reserve Account. (a) Lender will On or prior to the Closing Date, Borrower shall establish and thereafter maintain an Eligible Account (which may be a subaccount of with the Cash Management Account) Bank an account for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or reserving amounts in respect of Tenant Improvements and Leasing Commissions during Escrow Periods (the aggregate with respect to any Lease (collectively, the “Material Termination Fees”) (such Eligible Account, the “"TI/LC Reserve Account”").
(b) On each Payment Date during the continuance of an Escrow Period, there shall be deposited into the TI/LC Reserve Account an amount equal to the Monthly Low DSCR TI/LC Amount. Borrower may satisfy its obligations under the preceding sentence by delivering to Lender a Qualified Letter of Credit, provided that (i) the sum of the amount of such Qualified Letter of Credit and any amount contained in the TI/LC Reserve Account shall at all times be at least the amount that would then be required to be held in the TI/LC Reserve Account had such Qualified Letter of Credit not been delivered, taking into account any amounts that would have been permitted to be withdrawn therefrom in accordance with Section 3.5(c), and (ii) if a letter of credit delivered to Lender under this Section at any time ceases to be a Qualified Letter of Credit, then within 10 Business Days after receipt of notice from Lender Borrower shall either make a deposit into the TI/LC Reserve Account in the amount that would be contained therein had no Qualified Letter of Credit been delivered, taking into account any amounts that would have been permitted to be withdrawn therefrom in accordance with Section 3.5(c) (and thereafter Borrower shall continue to make monthly deposits as provided herein) or deliver to Lender a Qualified Letter of Credit satisfying the requirements set forth in this Section 3.5(b). Borrower shall have the right at any time, so long as no Event of Default is continuing, to require Lender to return to Borrower the amount then deposited in the TI/LC Reserve Account (or any portion thereof) by delivery of a Qualified Letter of Credit in the amount to be returned.
(c) If Borrower satisfies its obligation under Section 3.5(b) by making deposits into the TI/LC Reserve Account, then, upon the request of Borrower at any time that no Event of Default is continuing (but not more often than once per calendar month), Lender shall cause disbursements to Borrower from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with an existing Lease or a new Lease (or Lease expansion, modification or extension) entered into in accordance herewith, or, at Borrower's direction, to directly pay such costs, provided that (1) Borrower shall deliver to Lender invoices (or other reasonably satisfactory evidence) evidencing incurrence of the costs as to which such disbursements are requested; (2) Borrower shall deliver to Lender an Officer's Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate; and (3) Lender may condition the making of a requested disbursement with respect to any contract that exceeds $100,000 on Borrower's receipt of partial lien releases and waivers from the contractors thereunder with respect to hard costs under such contract for which Borrower has previously received disbursements under this Section 3.5(c).
(d) Whenever a Major Lease is terminatedterminated early, whether by buy-out, cancellation, default or otherwiseotherwise (including any exercise by a Tenant of an early termination right with respect to all or a portion of its space as permitted under its Lease), and Borrower receives any payment, fee or penalty in respect of such termination (a Material "Termination Fee"), Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account (except that if such Termination Fee exceeds 125% of the Leasing Commissions, Tenant Improvement costs and other Capital Expenditures reasonably required to enter into a replacement Lease in respect of the space covered by the terminated Lease, as reasonably determined by the Lender (or 100% of such amounts if they are set forth as a fixed dollar amount in executed agreements), Lender shall remit such excess from the TI/LC Reserve Account into the Cash Management Account). Provided no Event of Default has occurred and is continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs Commissions and Tenant Improvement costs incurred by Borrower in connection with any new Lease, a replacement Lease or renewal of, or expansion under, any then-existing Lease, in each case, replacement Leases entered into in accordance with the terms of this Agreement (provided, that (1) hereof in no event shall any Material Termination Fees received by Borrower in accordance with the termination respect of the Xxxxxx space covered by such terminated Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Period is continuing, the remainder of such Material Termination Fee or portion thereofFee, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than after the space that is the subject of the termination payment covered by such terminated Lease has been relet and/or and the replacement Tenant is in occupancy under the subject of expansions pursuant to one or more Leases and/or is subject to a renewal replacement Lease.
(if permitted hereundere) or expansion of any then-existing Lease, and all Leasing Commissions and Tenant Improvement costs relating to such Leases have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with Upon the termination of an Escrow Period, provided no Event of Default is then continuing, Lender shall remit to Borrower the Xxxxxx Lease, such amount then contained in the TI/LC Reserve Account (other than amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet deposited therein pursuant to one or more new Leases or expansions Section 3.5(d)) or, if applicable, return to Borrower the Qualified Letter of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing LeaseCredit delivered pursuant to Section 3.5(b).
Appears in 1 contract
TI/LC Reserve Account. (a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Account) for the purpose of depositing reserving amounts in respect of Tenant Improvements, Leasing Commissions, unpaid or free rent associated with Lender any Termination Fees received by Borrower that are equal to new or greater than $1,000,000.00, individually or in the aggregate existing Leases with respect to any Lease the Commercial Property (collectively, the “Material Termination Fees”) (such Eligible Account, the “"TI/LC Reserve Account”").
(b) On each Payment Date commencing with the Payment Date on which Borrower is obligated to commence making a required scheduled payment of principal and interest hereunder, Borrower shall deposit into the TI/LC Reserve Account an amount equal to the Monthly TI/LC Amount. 49125-481/Block 21 (TX)
(c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than once per calendar month), Lender shall promptly cause disbursements to Borrower from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension or expansion of the square footage which is subject to an existing Lease) entered into in accordance herewith, provided that:
(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;
(ii) Borrower shall deliver to Lender an Officer's Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that all conditions precedent to such disbursement required by the Loan Documents have been satisfied; and
(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Tenant Improvements relating to any single Tenant or any single Lease in excess of $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (x) a reasonably satisfactory site inspection, (y) receipt of conditional lien releases and waivers (conditioned solely upon receipt of payment) from any contractors, subcontractors and others with respect to such amounts and (z) receipt of final lien releases and waivers from any contractors, subcontractors and others who were paid with prior disbursements made hereunder and for whom conditional lien releases and waivers were previously provided.
(d) Whenever a Lease is terminated, in whole or in part, whether by buy-out, cancellation, default default, rejection or otherwise, and Borrower receives any payment, fee, damages or penalty in respect of such termination (a Material "Termination Fee"), Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided no Event of Default is continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs Commissions and Tenant Improvement costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, a replacement Lease entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination respect of the Xxxxxx space covered by such terminated Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Trigger Period is continuing, the remainder of such Material Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than after the space that is the subject of the termination payment covered by such terminated Lease has been relet and/or relet, the replacement Tenant is in occupancy and has commenced paying rent under the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, replacement Lease and all Leasing Commissions and Tenant Improvement costs relating to such Leases space have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease).
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TI/LC Reserve Account. (a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Accountbook-entry subaccount) for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or reserving amounts in the aggregate with respect to any Lease of Tenant Improvements and Leasing Commissions (collectively, the “Material Termination Fees”) (such Eligible Account, the “TI/LC Reserve Account”).
(b) On each Payment Date during a Low NOI Period or Trigger Period, Borrower shall remit to Lender, for deposit into the TI/LC Reserve Account, an amount equal to the Monthly TI/LC Amount.
(c) Within 10 Business Days following Borrower’s delivery of a written request to Lender (but not more often than once per calendar month) and satisfaction of the conditions set forth in this Section 3.5(c), provided that no Event of Default is then continuing, Lender shall cause disbursements to Borrower from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension, amendment or modification) entered into in accordance herewith, provided that:
(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;
(ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that all conditions precedent to such disbursement required by the Loan Documents have been satisfied; and
(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Tenant Improvements relating to any single Tenant or any single Lease in excess of $750,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (x) a reasonably satisfactory site inspection, and (y) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts.
(d) Whenever a Lease is terminatedterminated in whole or in part, whether by buy-out, cancellation, default default, rejection, contraction or otherwise, or the Tenant thereunder defaults, and in any such case Borrower receives a Material or is permitted to retain any payment, fee, damages, forfeited security deposit, or proceeds of any bond or letter credit given as security (collectively, “Termination FeeProceeds”), Borrower shall promptly cause remit such Material Termination Fee Proceeds that are in excess of $1,000,000 to be deposited Lender for deposit into the TI/LC Reserve Account. Provided no Event of Default is continuing, (i) Lender shall disburse such Material Termination Fee Proceeds or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs Commissions and Tenant Improvement costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, a replacement Lease entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination respect of the Xxxxxx Lease be used to pay Approved Leasing Costs in connection with all or a renewal portion of any then-existing space covered by such terminated Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable subject to the expanded portion satisfaction of the premises demised under such Leaserequirements specified in clause (c) above, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Trigger Period is continuing (or if a Trigger Period is then continuing, following the termination of the Trigger Period) the remainder of such Material Termination Fee Proceeds or portion thereof, if any, less any reserves referred to at the conclusion of this sentence, shall be remitted to the Cash Management Account once an amount after at least 80% of space equal to or greater than the space that is the subject of the termination payment covered by such terminated Lease has been relet and/or relet, the replacement Tenant is in occupancy and has commenced paying rent under the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, replacement Lease and all Leasing Commissions and Tenant Improvement costs relating to such Leases space have been paid; providedpaid or reserved for in the TI/LC Reserve Account.
(e) Provided that no Event of Default is then continuing, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts Lender shall only be remitted release to the Cash Management Account once an amount of space equal all amounts then contained in the TI/LC Reserve Account (other than Termination Proceeds) on the first Payment Date after Borrower delivers to Lender evidence reasonably satisfactory to Lender establishing that no Low NOI Period or greater than Trigger Period is then continuing (or if then continuing, promptly following the space that is the subject termination of the termination payment has been relet pursuant to one Low NOI Period or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is Trigger Period). Such a release shall not preclude the subject subsequent commencement of a renewal Low NOI Period and the deposit of any then-existing Leaseamounts into the TI/LC Reserve Account as set forth in Section 3.2(a).
Appears in 1 contract
Samples: Loan Agreement (Parkway, Inc.)
TI/LC Reserve Account. (a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Account) for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal reserving amounts in respect of Tenant Improvements and Leasing Commissions which may be payable in relation to or greater than $1,000,000.00, individually or in the aggregate with respect to any Lease Rollover Spaces (collectively, the “Material Termination Fees”) (such Eligible Account, the “"TI/LC Reserve Account”").
(b) On the Closing Date, Borrower shall deposit into the TI/LC Reserve Account an amount equal to the Upfront TI/LC Amount. In addition, on each Payment Date, if and to the extent the amount contained therein is less than the TI/LC Monthly Threshold Amount, Borrower shall deposit into the TI/LC Reserve Account an amount equal to the Monthly TI/LC Amount.
(c) If, on the TI/LC Rollover Deposit Date, the amount of funds on deposit in the TI/LC Reserve Account is less than the TI/LC Rollover Threshold Amount, Borrower shall within five (5) Business Days make a deposit (the "TI/LC Rollover Deposit") thereto in an amount equal to the TI/LC Rollover Deposit Amount.
(d) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than once per calendar month), Lender shall cause disbursements in amounts equal to the TI/LC Rollover Release Amount to Borrower from the TI/LC Reserve Account, provided that:
(i) The TI/LC Rollover Release Conditions have been satisfied in full for the applicable Rollover Spaces for which disbursement is requested;
(ii) Borrower shall deliver to Lender evidence (reasonably satisfactory to Lender) that all Tenant Improvements and Leasing Commissions associated with the Lease for the applicable Rollover Space (whether a new Lease, extension or renewal) for which the TI/LC Rollover Release Conditions have been satisfied have been paid in full; and
(iii) Borrower shall deliver to Lender an Officer's Certificate confirming that all such costs have been previously paid by Borrower and that all conditions precedent to such disbursement required by the Loan Documents have been satisfied.
(e) Whenever a Lease is terminated, in whole or in part, whether by buy-out, cancellation, default default, rejection or otherwise, and Borrower receives any payment, fee, damages or penalty in respect of such termination (a Material "Termination Fee"), Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided no Event of Default is continuing, (i1) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs Commissions and Tenant Improvement costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, a replacement Lease entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination respect of the Xxxxxx space covered by such terminated Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Trigger Period is continuing, the remainder of such Material Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than after the space that is the subject of the termination payment covered by such terminated Lease has been relet and/or relet, the replacement Tenant is in occupancy and has commenced paying rent under the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, replacement Lease and all Leasing Commissions and Tenant Improvement costs relating to such Leases space have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease).
Appears in 1 contract
Samples: Loan Agreement (American Realty Capital - Retail Centers of America, Inc.)
TI/LC Reserve Account. (a) Lender will On or prior to the Closing Date, Borrower shall establish and thereafter maintain an Eligible Account (which may be a subaccount of with the Cash Management Account) Bank an account for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or reserving amounts in the aggregate with respect to any Lease of Tenant Improvements and Leasing Commissions (collectively, the “Material Termination Fees”) (such Eligible Account, the “TI/LC Reserve Account”).
(b) On each Payment Date, there shall be deposited into the TI/LC Reserve Account an amount equal to the Monthly TI/LC Amount; or, at Borrower’s election, Borrower shall deliver to Lender a Qualified Letter of Credit or a Qualified Guaranty that shall at all times be in an amount that is not less than the amount that would be contained in the TI/LC Reserve Account had Borrower made monthly deposits therein and subsequently withdrawn therefrom all amounts that would have been permitted to be withdrawn therefrom pursuant to Section 3.5(c). If Borrower satisfies its obligation under this Section 3.5(b) by providing a letter of credit which at any time ceases to be a Qualified Letter of Credit, or by providing a guaranty which at any time ceases to be a Qualified Guaranty, Borrower shall, within 10 Business Days thereafter, either (x) deliver to Lender a Qualified Letter of Credit or, if applicable, a Qualified Guaranty, in the amount required under the first sentence of this Section 3.5(b) or (y) deposit into the TI/LC Reserve Account the amount that would be contained therein had Borrower made monthly deposits therein and subsequently withdrawn therefrom all amounts that would have been permitted to be withdrawn therefrom pursuant to Section 3.5(c).
(c) If Borrower satisfies its obligation under Section 3.5(b) by making deposits into the TI/LC Reserve Account, then, upon the request of Borrower at any time that no Event of Default is continuing (but not more often than once per calendar month), Lender shall cause disbursements to Borrower from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension) entered into in accordance herewith, or, at Borrower’s direction, to directly pay such costs, provided that (1) Borrower shall deliver to Lender invoices evidencing incurrence of the costs as to which such disbursements are requested, and (2) Lender may condition the making of a requested disbursement on (i) reasonable evidence establishing that the requested disbursement is in respect of Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension) entered into in accordance herewith, and (ii) Borrower’s receipt of partial lien releases and waivers from contractors, subcontractors and others with respect to amounts for which Borrower has previously received disbursements under this Section 3.5(c).
(d) Whenever a Major Lease is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower receives any payment, fee or penalty in respect of such termination (a Material “Termination Fee”), Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account (except that if such Termination Fee exceeds 125% of the Leasing Commissions, Tenant Improvement costs and other Capital Expenditures reasonably required to enter into a replacement Lease in respect of the space covered by the terminated Lease (or 100% of such amounts if they are set forth as a fixed dollar amount in executed agreements), such excess shall instead be deposited into the Cash Management Account). Provided no Event of Default has occurred and is continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs Commissions and Tenant Improvement costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, a replacement Lease entered into in accordance with the terms of this Agreement (provided, that (1) hereof in no event shall any Material Termination Fees received by Borrower in accordance with the termination respect of the Xxxxxx space covered by such terminated Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Period is continuing, the remainder of such Material Termination Fee or portion thereofFee, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than after the space that is the subject of the termination payment covered by such terminated Lease has been relet and/or and the replacement Tenant is in occupancy and has commenced paying rent under the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing replacement Lease, and all Leasing Commissions and Tenant Improvement costs relating to such Leases have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease).
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust II, Inc.)
TI/LC Reserve Account. (a) Lender will On or prior to the Closing Date, Borrower shall establish and thereafter maintain an Eligible Account (which may be a subaccount of with the Cash Management Account) Bank an account for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or reserving amounts in the aggregate with respect to any Lease of Tenant Improvements and Leasing Commissions (collectively, the “Material Termination Fees”) (such Eligible Account, the “TI/LC Reserve Account”).
(b) On each Payment Date in which the amount contained in the TI/LC Reserve Account is less than $1,160,000, there shall be deposited into the TI/LC Reserve Account an amount equal to the Monthly TI/LC Amount.
(c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than once per calendar month), Lender shall cause disbursements to Borrower from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension) entered into in accordance herewith, provided that:
(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;
(ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement; and
(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate, (2) a reasonably satisfactory site inspection, and (3) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts.
(d) Whenever a Lease covering 2,500 square fee or more of gross leasable area is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower receives any payment, fee or penalty in respect of such termination (a Material “Termination Fee”), Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided no Event of Default has occurred and is continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs Commissions and Tenant Improvement costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, a replacement Lease entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination respect of the Xxxxxx space covered by such terminated Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Period is continuing, the remainder of such Material Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than after the space that is the subject of the termination payment covered by such terminated Lease has been relet and/or relet, the replacement Tenant is in occupancy and has commenced paying rent under the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, replacement Lease and all Leasing Commissions and Tenant Improvement costs relating to such Leases space have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease).
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TI/LC Reserve Account. (a) Lender will On or prior to the first Payment Date after the first occurrence of a Low DSCR Period, the Obligors shall establish and thereafter maintain an Eligible Account (which may be a subaccount of with the Cash Management Account) Bank an account for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or reserving amounts in respect of Tenant Improvements and Leasing Commissions during Low DSCR Periods (the aggregate with respect to any Lease (collectively, the “Material Termination Fees”) (such Eligible Account, the “"TI/LC Reserve Account”").
(b) On each Payment Date during the continuance of a Low DSCR Period, there shall be deposited into the TI/LC Reserve Account an amount equal to the Monthly Low DSCR TI/LC Amount.
(c) Upon the written request of any Obligor at any time while no Event of Default is continuing, Lender will cause disbursements to such Obligor from the TI/LC Reserve Account, within five Business Days after request, to pay directly, or to reimburse such Obligor, for Leasing Commissions and Tenant Improvement costs incurred by such Obligor in connection with a new Lease (or Lease extension, amendment, modification or expansion) entered into in accordance with the terms of Section 5.8 hereof, provided that (1) such Obligor shall deliver to Lender invoices evidencing incurrence of the costs as to which such disbursements are requested, (2) Lender may condition the making of such disbursement on receipt of reasonable evidence establishing that the requested disbursement is in respect of Leasing Commissions and/or Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension) entered into in accordance herewith, and (3) if a requested disbursement relates to a project costing more than $2,000,000, then Lender may condition the making of such disbursement on such Obligor's receipt of partial lien releases and waivers from contractors, subcontractors and others with respect to amounts for which such Obligor has previously received disbursements for such project under this Section 3.4(c).
(d) The Obligors shall have the right to deliver to Lender a Qualified Letter of Credit in lieu of making the cash deposits described above, provided that (i) the amount of such Qualified Letter of Credit shall at all times be at least the amount that would then be required to be held in the TI/LC Reserve Account had such Qualified Letter of Credit not been delivered, (ii) the Obligors shall be obligated to make all payments of Tenant Improvements and Leasing Commissions that would otherwise have been paid from amounts contained in the TI/LC Reserve Account, and (iii) if the letter of credit delivered to Lender at any time ceases to be a Qualified Letter of Credit, the Obligors shall deliver to Lender a Qualified Letter of Credit in such amount within 10 days following the Obligors' receipt of written notice from Lender.
(e) Whenever an Obligor receives a Termination Fee and either (i) a Low DSCR Period is then continuing or (ii) a Low DSCR Period would result from such termination (determined on a pro forma basis as if the terminated Lease is had been terminated, whether and any executed Lease of all or a portion of the space covered by buy-outsuch terminated Lease had been entered into, cancellationprior to the commencement of the applicable Fiscal Quarter), default or otherwise, and Borrower receives a Material Termination Fee, Borrower such Obligor shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided Account unless the amount of such Termination Fee is less than $500,000, in which case such Obligor shall promptly cause such Termination Fee to be deposited into the Cash Management Account in accordance with Section 3.1(b), which amount shall be applied in accordance with Section 3.2(a) hereof.
(f) Upon the termination of a Low DSCR Period, provided no Event of Default is then continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, in respect of Approved Leasing Costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable remit to the expanded portion Obligors the amount then contained in the TI/LC Reserve Account and/or return to the Obligors the Qualified Letter of Credit, as applicable, except that Lender shall retain in the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and TI/LC Reserve Account amounts reserved pursuant to clause (ii) unless a Cash Flow Sweep Period is continuingof Section 3.4(e), the remainder of such Material Termination Fee or portion thereof, if any, which shall be remitted to Borrower at such time as no Low DSCR Period would be continuing if the Cash Management Account once an amount terminated Lease had been terminated, and any executed Lease of space equal to all or greater than a portion of the space that is covered by such terminated Lease had been entered into, prior to the subject commencement of the termination payment has been relet and/or is the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, and all Leasing Commissions and Tenant Improvement costs relating to such Leases have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease)applicable Fiscal Quarter.
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TI/LC Reserve Account. (a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Account) for the purpose of depositing reserving amounts in respect of Tenant Improvements, Leasing Commissions, unpaid or free rent associated with Lender any Termination Fees received by Borrower that are equal to new or greater than $1,000,000.00, individually or in the aggregate existing Leases with respect to any Lease the Commercial Property (collectively, the “Material Termination Fees”) (such Eligible Account, the “"TI/LC Reserve Account”").
(b) On each Payment Date commencing with the Payment Date on which Borrower is obligated to commence making a required scheduled payment of principal and interest hereunder, Borrower shall deposit into the TI/LC Reserve Account an amount equal to the Monthly TI/LC Amount.
(c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than once per calendar month), Lender shall promptly cause disbursements to Borrower from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension or expansion of the square footage which is subject to an existing Lease) entered into in accordance herewith, provided that:
(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;
(ii) Borrower shall deliver to Lender an Officer's Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that all conditions precedent to such disbursement required by the Loan Documents have been satisfied; and
(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Tenant Improvements relating to any single Tenant or any single Lease in excess of $250,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (x) a reasonably satisfactory site inspection, (y) receipt of conditional lien releases and waivers (conditioned solely upon receipt of payment) from any contractors, subcontractors and others with respect to such amounts and (z) receipt of final lien releases and waivers from any contractors, subcontractors and others who were paid with prior disbursements made hereunder and for whom conditional lien releases and waivers were previously provided.
(d) Whenever a Lease is terminated, in whole or in part, whether by buy-out, cancellation, default default, rejection or otherwise, and Borrower receives any payment, fee, damages or penalty in respect of such termination (a Material "Termination Fee"), Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided no Event of Default is continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs Commissions and Tenant Improvement costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, a replacement Lease entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination respect of the Xxxxxx space covered by such terminated Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Trigger Period is continuing, the remainder of such Material Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than after the space that is the subject of the termination payment covered by such terminated Lease has been relet and/or relet, the replacement Tenant is in occupancy and has commenced paying rent under the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, replacement Lease and all Leasing Commissions and Tenant Improvement costs relating to such Leases space have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease).
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TI/LC Reserve Account. (a) Lender will establish and maintain an Eligible TI/LC Reserve Generally. Amounts in the TI/LC Reserve Account (which may are to be a subaccount of the Cash Management Account) used for the purpose of depositing with Lender any Termination Fees received funding the costs of tenant Improvements and Leasing Commissions that are paid by Borrower that are equal to or greater than $1,000,000.00, individually or in during the aggregate with respect to any Lease (collectively, term of the “Material Termination Fees”) (such Eligible Account, the “TI/LC Reserve Account”)Loan.
(b) Whenever a Lease is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower receives a Material Termination Fee, Borrower shall promptly cause such Material Termination Fee Deposits to be deposited into the TI/LC Reserve Account. Provided no Event Beginning on the first Payment Due Date and on each Payment Due Date thereafter, Borrower shall pay $17,456.16 ("MONTHLY TI/LC DEPOSIT") to Lender as an additional deposit to the TI/LC Reserve Account. During any period in which the balance of Default the TI/LC Reserve Account equals or exceeds $387,895.00 (the " TI/LC THRESHOLD"), Borrower shall not be required to make any Monthly TI/LC Deposits. At any time that the balance of the TI/LC Reserve Account is continuingless than the TI/LC Threshold, then, upon notice by Lender, Borrower shall resume monthly payments of the Monthly TI/LC Deposit in accordance with this Section 4.06(b) with such payments to begin on the first Payment Due Date following such notice and continuing until such time as the balance of the TI/LC Reserve Account equals or exceeds the TI/LC threshold.
(c) Disbursements from the TI/LC Reserve Account. Lender shall make disbursement from the TI/LC Reserve Account as Follows:
(i) Lender shall disburse such Material Termination Fee make disbursements from the TI/LC Reserve Account to reimburse Borrower for Tenant Improvements required under any new Lease or portion thereof to any modification, renewal or extension of an existing Lease paid by Borrower, in accordance with the same requirements as disbursement procedures (including evidence of lien-free performance) set forth in Section 1.5(b)(iiArticle 5 hereof, provided that: (A) (including, without limitation, satisfaction of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, in respect of Approved Leasing Costs incurred by Borrower in connection with Tenant Improvements are required under any new LeaseLease or any modification, renewal or renewal of, or expansion under, extension of any then-existing Lease, in each caseprovided that any such new Lease or modification, renewal or extension of an existing Lease is entered into in accordance with the terms and provisions of this Agreement Section 9.06; (providedB) the cost of such Tenant Improvements is market, that reasonable and customary, (1C) the Tenant Improvements are fully performed in no event accordance with the standards set forth in Article 5 hereof and have been accepted without condition by the related tenant; (D) unless otherwise agreed to by Lender, the related tenant is occupying the space benefited by the Tenant Improvements and has commenced paying rent; and (E) if required by Lender, the related tenant shall any Material Termination Fees received have executed and delivered a subordination, non disturbance agreement and an estoppel certificate or both all on such forms as in reasonably acceptable to Lender.
(ii) Lender shall make disbursements from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions paid by Borrower in accordance with the termination of the Xxxxxx Lease be used to pay Approved Leasing Costs disbursement procedures set forth in connection with a renewal of any then-existing LeaseArticle 5 hereof provided that: (A) such leasing commissions and "override" leasing commissions are market, reasonable and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used customary for Approved Leasing Costs attributable properties similar to the expanded Property and the portion of the premises demised under Property leased for which a commission is due; (B) the amount of such Lease, in leasing commissions and "override" leasing commissions are determined pursuant to arms length transactions between Borrower and each case, unless otherwise such leasing agent Ply Gem Industries to which a commission is due; (C) the Lease has been approved by Lender in writingaccordance with this Loan Agreement or, which if Lender's approval may be given or withheld by Lender is not required, conforms with all requirements Set forth in its sole and absolute discretion) Section 9.06 of this Loan Agreement; and (iiD) unless a Cash Flow Sweep Period is continuingotherwise agreed by Lender, the remainder of tenant under the Lease for which such Material Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than the space that Leasing Commission is the subject claimed has taken occupancy of the termination payment has been relet and/or is the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, leased space and all Leasing Commissions and Tenant Improvement costs relating to such Leases have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease)commenced paying rent.
Appears in 1 contract
Samples: Loan Agreement (Corporate Property Associates 16 Global Inc)
TI/LC Reserve Account. (a) Lender will establish and maintain an Eligible Account (which may be a subaccount of the Cash Management Accountbook-entry subaccount) for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or reserving amounts in the aggregate with respect to any Lease of Tenant Improvements and Leasing Commissions (collectively, the “Material Termination Fees”) (such Eligible Account, the “TI/LC Reserve Account”).
(b) On the Closing Date, Borrower shall remit to Lender, for deposit into the TI/LC Reserve Account, an amount equal to the TI/LC Reserve Initial Deposit.
(c) On each Payment Date, if and to the extent the amount contained therein (excluding amounts deposited therein in respect of Termination Proceeds, but including the TI/LC Reserve Initial Deposit) is less than the TI/LC Threshold Amount, Borrower shall remit to Lender, for deposit into the TI/LC Reserve Account, an amount equal to the Monthly TI/LC Amount.
(d) Provided no Event of Default is continuing, Lender shall disburse funds from the TI/LC Reserve Account to Borrower up to one time per calendar month to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension, amendment or modification) entered into in accordance herewith, in each case within 10 Business Days following receipt from Borrower of a Disbursement Request with respect thereto.
(e) Whenever a Lease is terminatedterminated in whole or in part, whether by buy-out, cancellation, default default, rejection or otherwise, or the Tenant thereunder defaults, and in any such case Borrower receives a Material or is permitted to retain any payment, fee, damages, forfeited security deposit, or proceeds of any bond or letter credit given as security (collectively, “Termination FeeProceeds”), Borrower shall promptly cause remit such Material Termination Fee Proceeds to be deposited Lender for deposit into the TI/LC Reserve Account. Provided no Event of Default is continuing, (i) Lender shall disburse such Material Termination Fee Proceeds or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Period is continuing, the remainder of such Material Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet and/or is the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, and all Leasing Commissions and Tenant Improvement costs relating to such Leases have been paid; provided, that with respect to the remainder of any Material Termination Fees received incurred by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease).52 [AM_ACTIVE 400655008_12]
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Samples: Loan Agreement (Hartman Short Term Income Properties XX, Inc.)
TI/LC Reserve Account. (a) Lender will On or prior to the Closing Date, Borrower shall establish and thereafter maintain an Eligible Account (which may be a subaccount of with the Cash Management Account) Bank an account for the purpose of depositing with Lender any Termination Fees received by Borrower that are equal to or greater than $1,000,000.00, individually or reserving amounts in respect of Tenant Improvements and Leasing Commissions (the aggregate with respect to any Lease (collectively, the “Material Termination Fees”) (such Eligible Account, the “"TI/LC Reserve Account”").
(b) On each Payment Date, to the extent the amount contained in the TI/LC Reserve Account is less than the TI/LC Threshold Amount, there shall be deposited into the TI/LC Reserve Account an amount equal to the Monthly TI/LC Amount.
(c) Upon the request of Borrower at any time that no Event of Default is continuing (but not more often than once per calendar month), Lender shall cause disbursements to Borrower from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension) entered into in accordance herewith, provided that:
(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;
(ii) Borrower shall deliver to Lender an Officer's Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that all conditions precedent to such disbursement required by the Loan Documents as specified in this Section 3.5 have been satisfied; and
(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate, (2) a reasonably satisfactory site inspection, and (3) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts.
(d) Whenever a Lease covering 2,500 square feet or more of gross leasable area is terminated, whether by buy-out, cancellation, default or otherwise, and Borrower receives any payment, fee or penalty in respect of such termination (a Material "Termination Fee"), Borrower shall promptly cause such Material Termination Fee to be deposited into the TI/LC Reserve Account. Provided no Event of Default has occurred and is continuing, (i) Lender shall disburse such Material Termination Fee or portion thereof to Borrower, in accordance with Borrower at the same requirements as set forth in Section 1.5(b)(ii) (including, without limitation, satisfaction written request of the terms and conditions set forth in Section 1.5(b)(iii)) with respect to disbursements of Unfunded Obligations Reserve Funds, Borrower in respect of Approved Leasing Costs Commissions and Tenant Improvement costs incurred by Borrower in connection with any new Lease, or renewal of, or expansion under, any then-existing Lease, in each case, a replacement Lease entered into in accordance with the terms of this Agreement (provided, that (1) in no event shall any Material Termination Fees received by Borrower in accordance with the termination respect of the Xxxxxx space covered by such terminated Lease be used to pay Approved Leasing Costs in connection with a renewal of any then-existing Lease, and (2) if any then-existing Lease is being renewed and simultaneously the Tenant thereunder is expanding the premises demised under such Lease, the Material Termination Fees from the Xxxxxx Lease will only be used for Approved Leasing Costs attributable to the expanded portion of the premises demised under such Lease, in each case, unless otherwise approved by Lender in writing, which approval may be given or withheld by Lender in its sole and absolute discretion) and (ii) unless a Cash Flow Sweep Period is continuing, the remainder of such Material Termination Fee or portion thereof, if any, shall be remitted to the Cash Management Account once an amount of space equal to or greater than after the space that is the subject of the termination payment covered by such terminated Lease has been relet and/or relet, the replacement Tenant is in occupancy and has commenced paying rent under the subject of expansions pursuant to one or more Leases and/or is subject to a renewal (if permitted hereunder) or expansion of any then-existing Lease, replacement Lease and all Leasing Commissions and Tenant Improvement costs relating to such Leases space have been paid; provided, that with respect to the remainder of any Material Termination Fees received by Borrower in accordance with the termination of the Xxxxxx Lease, such amounts shall only be remitted to the Cash Management Account once an amount of space equal to or greater than the space that is the subject of the termination payment has been relet pursuant to one or more new Leases or expansions of any then-existing Leases (but excluding any non-expansion space that is the subject of a renewal of any then-existing Lease).
Appears in 1 contract
