Common use of Unfunded Obligations Reserve Funds Clause in Contracts

Unfunded Obligations Reserve Funds. (a) Borrower shall perform or cause to be performed the unfunded obligations at each Individual Continental Property as set forth on Schedule 8.8 hereto for the Lease with the Tenant specified on such Schedule 8.8 hereto (all such obligations are hereinafter referred to as the “Unfunded Obligations”). On the Closing Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “Unfunded Obligations Reserve Account”) an amount equal to $11,282,466, such amount representing, in the aggregate, any outstanding free rent, tenant improvement allowances and/or leasing commissions due in connection with any Lease at each Individual Continental Property as of the Closing Date. Amounts deposited pursuant to this Section 8.8 are referred to herein as the “Unfunded Obligations Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Unfunded Obligations Reserve Funds for tenant improvement costs and/or leasing commissions identified on Schedule 8.8, upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and/or leasing commissions to be paid and the Individual Continental Property to which such costs relate; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured; (iii) to the extent that such Unfunded Obligations relate to tenant improvements at an Individual Continental Property, Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the applicable Individual Continental Property to be funded by the requested disbursement have been completed, to the extent of such payment, in good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements (if any), (B) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers, invoices and/or other evidence of payment satisfactory to Lender (if any); (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, Lender shall have received a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances); and (v) Lender shall have received such other evidence as Lender shall reasonably request that the tenant improvements at the applicable Individual Continental Property, and/or leasing commissions to be funded by the requested disbursement have been completed and/or have expired (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Unfunded Obligations Reserve Funds more frequently than once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Unfunded Obligations Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Lender shall only disburse Unfunded Obligations Reserve Funds to pay for Unfunded Obligations at the Individual Continental Properties. (c) Any amounts remaining in the Unfunded Obligation Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower.

Unfunded Obligations Reserve Funds. (a) Borrower shall perform or cause to be performed the unfunded obligations at the Plaza del Sol Property and each Individual Continental Property as set forth on Schedule 8.8 hereto for the Lease with the Tenant specified on such Schedule 8.8 hereto (all such obligations are hereinafter referred to as the “Unfunded Obligations”). On or within two (2) Business Days of the Closing Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “Unfunded Obligations Reserve Account”) an amount equal to $11,282,46611,529,271.00, such amount representing, in the aggregate, any outstanding free rent, tenant improvement allowances and/or leasing commissions due in connection with any Lease at the Plaza del Sol Property and each Individual Continental Property as of the Closing Date. Amounts deposited pursuant to this Section 8.8 are referred to herein as the “Unfunded Obligations Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Unfunded Obligations Reserve Funds for tenant improvement costs and/or leasing commissions identified on Schedule 8.8, upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and/or leasing commissions to be paid and the Individual Continental Property to which such costs relate; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured; (iii) to the extent that such Unfunded Obligations relate to tenant improvements at the Plaza del Sol Property or an Individual Continental Property, as applicable, Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the Plaza del Sol Property or the applicable Individual Continental Property Property, as applicable, to be funded by the requested disbursement have been completed, to the extent of such payment, in good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements (if any), (B) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers, invoices and/or other evidence of payment satisfactory to Lender (if any); (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, Lender shall have received a title search for the Plaza del Sol Property or the applicable Individual Continental Property indicating that the Plaza del Sol Property or the applicable Individual Continental Property Property, as applicable, is free from all liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances); and (v) Lender shall have received such other evidence as Lender shall reasonably request that the tenant improvements (for any amount exceeding $5,000) at the Plaza del Sol Property or the applicable Individual Continental Property, as applicable, and/or leasing commissions to be funded by the requested disbursement have been completed and/or have expired (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Unfunded Obligations Reserve Funds more frequently than once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Unfunded Obligations Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Lender shall only disburse Unfunded Obligations Reserve Funds to pay for Unfunded Obligations at the Plaza del Sol Property and the Individual Continental Properties. (c) Any amounts remaining in the Unfunded Obligation Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower.