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Section 3.8 Excess Cash Flow Reserve Fund <br />Until such time (the "Release Date") as Gross Revenues for each of at least three (3) <br />consecutive calendar months equal or exceed ninety percent (90%) of the total revenue <br />projections for the operation of the Facility set forth in that pro forma attached as Exhibit I (the <br />"Project Pro Forma") (with any annual revenue projections set forth on the pro forma being <br />prorated on the basis of twelve (12) equal months for this purpose), Tenant shall make no <br />monetary distributions, payments or returns of any kind, direct or indirect, to any constituent <br />members, owners or investors of Tenant ("Investor Returns"), except for returns on cash capital <br />investments at a rate of return not to exceed twelve percent (12%) per annum. Until the Release <br />Date, Tenant shall maintain a segregated reserve account jointly in the names of Landlord and <br />Tenant with a banking institution acceptable to Landlord (the "Excess Cash Flow Account") in <br />which Tenant shall regularly deposit any amounts otherwise distributable by Tenant as Investor <br />Returns except as permitted under this Section 3.8. Any and all funds in the Excess Cash Flow <br />Account, together with interest earned thereon, shall be released to Tenant on the Release Date, <br />provided no Event of Default or Potential Event of Default by Tenant then exists following the <br />giving of any applicable notice. Until the Release Date, Tenant shall provide Landlord: (i) not <br />less frequently than quarterly with complete and accurate income and expense statements <br />showing all information necessary for the application of this Section 3.8; and (ii) with annual <br />audited income and expense statements. <br />LEASE BETWEEN CITY OF SAN LEANDRO <br />AND SAN FRANCISCO BAY CONFERENCE RESORT <br />PAGE 23 <br />002574.0001\409817.4 <br />