Common use of Reserve Accounts Clause in Contracts

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

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

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

Reserve Accounts. (a) Borrower hereby pledges On or prior to the Closing Date, the Trustee (on behalf of the Province) will provide for the establishment of a Dollar denominated account (the “Debt Service Reserve Account”), which account shall be a non- interest bearing trust account, in the name of the Province maintained by Deutsche Bank Trust Company Americas in the United States (Deutsche Bank Trust Company Americas Account No. SC2320.2) pledged to the Trustee for the benefit of the Holders of the Debt Securities over which the Trustee will have sole and assignsexclusive right of withdrawal, and grants subject to Lender a first-priority perfected security the New York Security Documents. All right, title and interest in, the Reserve Accounts in and to all funds therein and any and all monies now or hereafter deposited amounts on deposit from time to time in the Debt Service Reserve Accounts as additional security Account shall be held for the benefit of the Holders of the Debt Securities and the Trustee, and will not constitute payment of the ObligationsObligations (or any other obligations to which such funds are provided under this Indenture to be applied) until applied thereto as provided in this Indenture. Until expended or applied The Trustee will invest and re-invest from time to time, at the specific written direction of the Province, amounts on deposit in accordance herewiththe Debt Service Reserve Account. In the absence of such written investment direction, amounts on deposit in the Debt Service Reserve Accounts and all funds therein Account shall constitute additional security for the Obligationsbe held uninvested. (b) This Agreement isIn addition, among other thingsthe Argentine Collateral Agent shall maintain in the City of Buenos Aires a Peso-denominated account (the “Argentine Peso Debt Service Reserve Account”) and a Dollar-denominated account (the “Argentine Dollar Debt Service Reserve Account,” and together with the Argentine Peso Debt Service Reserve Account, intended by the parties to “Argentine Debt Service Reserve Accounts”). The Argentine Debt Service Reserve Accounts will be a security agreement for purposes of the UCC, in addition subject to the Security Agreement. Upon fiduciary assignment under the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Reserve Accounts to the payment of the Obligations in any order in its sole discretion. 313271651.15Argentine Collateral Trust.‌ (c) All interest on a The Debt Service Reserve Account shall at all times on and following the first Payment Date be added required to or become a part thereof. Borrower shall be responsible for payment of any Tax applicable “Fully Funded.” On each Determination Date, to the interest earned on extent permitted under Applicable Law, the Argentine Collateral Agent shall convert and transfer, through any local financial entity, to the Debt Service Reserve Accounts credited or paid Account any amounts required for it to any Borrowerbe Fully Funded from the Argentine Collateral Account as further explained under Section 3.4. (d) The In the event of any kind of foreign exchange limitation, restriction or prohibition in Argentina such that the Argentine Collateral Agent, through any local financial entity, is unable to (i) convert the amounts deposited in the Argentine Collateral Account into Dollars, then the Argentine Collateral Agent shall transfer to the Argentine Peso Debt Service Reserve Accounts Account an amount in Pesos such that when converted into Dollars at the Applicable Exchange Rate on the relevant Determination Date, are in an amount equal to make or maintain the Debt Service Reserve Account (including, for the avoidance of doubt, any amounts on deposit in the Argentine Dollar Debt Service Reserve Account), Fully Funded, or (ii) transfer such amounts so converted into the Debt Service Reserve Account, then the Argentine Collateral Agent shall be under transfer such converted amounts into the sole control Argentine Dollar Debt Service Reserve Account, in an amount equal to make or maintain the Debt Service Reserve Account (not including, for the avoidance of doubt, any amounts on deposit in the Argentine Peso Debt Service Reserve Account) Fully Funded (each such restriction to convert or transfer described in (i) and dominion (ii) above, an “FX Limitation Event”), then as promptly as permitted by Applicable Law, the Argentine Collateral Agent will, in the case of Lender(i), convert, through any local financial entity, such amounts in Pesos held on deposit in the Argentine Peso Debt Service Reserve Account into Dollars, and except as otherwise provided transfer them to and deposit them in, the Debt Service Reserve Account, or, to the extent the Argentine Collateral Agent is not permitted to do so under Applicable Law, into the Argentine Dollar Debt Service Reserve Account, or in this Agreementthe case of (ii), Borrower shall not have any right of withdrawal therefromtransfer the amounts in Dollars held in deposit in the Argentine Dollar Debt Service Reserve Account to, and deposit them in, the Debt Service Reserve Account. (e) Borrower On each Determination Date, and on each Payment Date, upon notice from the Trustee, the Argentine Collateral Agent shall notinform the Trustee about the balance on deposit in the Argentine Debt Service Reserve Accounts (assuming conversion of the held amounts in Pesos in the Argentine Peso Debt Service Reserve Account at the Applicable Exchange Rate on the relevant Determination Date) as set forth in the Argentine Trust Agreement. On each Determination Date and on each Payment Date, without obtaining if (i) no Event of Default, Potential Event of Default, Trigger Event or FX Limitation Event of which a Responsible Officer of the prior written consent of LenderTrustee has actual knowledge has occurred and is continuing, further pledgeand (ii) the Debt Service Reserve Account is Fully Funded; then, assign the Trustee shall, as soon as practicable, release or grant instruct the Argentine Collateral Agent to release, as the case may be, any security interest amounts in the Reserve Accounts or that are in excess for the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy Debt Service Reserve Account to be made thereonFully Funded, or any UCC-1 Financing Statementswith such amounts to be released (x) first, except those naming Lender as if applicable, by the secured partyArgentine Collateral Agent from the Argentine Peso Debt Service Reserve Account, (y) second, if applicable, by the Argentine Collateral Agent from the Argentine Dollar Debt Service Reserve Account, and/or (z) third, if applicable, by the Trustee from the Debt Service Reserve Account; in each case, to be filed with respect thereto or any Permitted Encumbrancesthe account designated by the Province in writing. (f) Lender The Debt Service Reserve Account shall be deemed to be “Fully Funded” so long as, at any time, the funds on deposit therein (together with (x) the amount on deposit in the Argentine Peso Debt Service Reserve Account, converted to Dollars at the Applicable Exchange Rate, and Servicer shall not be liable for any loss sustained (y) the amount on deposit in the Argentine Dollar Debt Service Reserve Account on the investment date of any funds determination) are at least equal to: (i) from (and including) the Reserve Accounts. Borrower shall indemnify Lender and Servicer and hold Lender and Servicer harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses first Payment Date to (including litigation costs and reasonable attorneys’ fees and expensesbut excluding) arising from or in any way connected with the Reserve Accounts or the performance first day of the obligations for which 14th Collection Period, the Reserve Accounts were establishedamount of interest due under the Debt Securities on the next succeeding Scheduled Payment Date following the date of determination; (ii) from (and including) the first day of the 14th Collection Period to (but excluding) the first day of the 15th Collection Period, the amount of interest due under the Debt Securities on the next succeeding Scheduled Payment Date following the date of determination plus an amount equal to 33% of the first Amortization Amount; (iii) from (and including) the first day of the 15th Collection Period to (but excluding) the first day of the 16th Collection Period, the amount of interest due under the Debt Securities on the next succeeding Scheduled Payment Date following the date of determination plus an amount equal to 66% of the first Amortization Amount; and (iv) from (and including) the first day of the 16th Collection Period to (and including) the final Payment Date, an amount equal to interest due under the Debt Securities on the next succeeding Scheduled Payment Date following the date of determination plus an amount equal to 100% of the first Amortization Amount. (g) Any amount remaining The Debt Service Reserve Account shall be deemed Fully Funded for all purposes under the Debt Securities and the Indenture if the Province has effected the funding in the manner and amounts herein described. The term “Fully Funded” when used as a verb has a correlative meaning. The Province will be entitled to make deposits directly to any of the Debt Service Reserve Account and the Argentine Debt Service Reserve Accounts after the Obligations have been paid in full in immediately available funds shall be released to Borrower or such other party that may be entitled theretoat any time.