LONGER EXISTS AND PROVIDED NO EVENT
OF DEFAULT IS THEN CONTINUING, ADMINISTRATIVE AGENT SHALL DISBURSE ALL AMOUNTS
ON DEPOSIT IN THE REPLACEMENT RESERVE ACCOUNT TO BORROWER WITHIN TEN (10) DAYS
OF THE RESERVE TRIGGER PERIOD CEASING TO EXIST.
SECTION 8.3
LEASING RESERVE FUNDS.
(A)
DURING THE EXISTENCE OF A RESERVE TRIGGER PERIOD, BORROWER
SHALL DEPOSIT INTO AN ELIGIBLE ACCOUNT HELD BY ADMINISTRATIVE AGENT,
FOR THE
BENEFIT OF LENDERS (THE "LEASING RESERVE ACCOUNT") ON EACH MONTHLY PAYMENT DATE
DURING SUCH RESERVE TRIGGER PERIOD AN AMOUNT EQUAL TO ONE-TWELFTH OF $1.50 PER
RENTABLE SQUARE FOOT PER ANNUM (THE "LEASING RESERVE MONTHLY DEPOSIT") FOR
TENANT ALLOWANCES, TENANT IMPROVEMENTS AND LEASING COMMISSIONS THAT MAY BE
INCURRED FOLLOWING THE DATE HEREOF.
AMOUNTS DEPOSITED PURSUANT TO THIS
SECTION 8.3 ARE REFERRED TO HEREIN AS THE "LEASING RESERVE FUNDS".
(B)
ADMINISTRATIVE AGENT SHALL DISBURSE TO BORROWER THE LEASING
RESERVE FUNDS UPON REASONABLE SATISFACTION BY BORROWER OF EACH OF THE FOLLOWING
CONDITIONS: (I) BORROWER SHALL SUBMIT A REQUEST FOR PAYMENT TO ADMINISTRATIVE
AGENT AT LEAST TEN (10) DAYS PRIOR TO THE DATE ON WHICH BORROWER REQUESTS SUCH
PAYMENT BE MADE AND SPECIFIES THE TENANT IMPROVEMENT COSTS OR ALLOWANCES AND
LEASING COMMISSIONS TO BE PAID; (II) ON THE DATE SUCH REQUEST IS RECEIVED BY
ADMINISTRATIVE AGENT AND ON THE DATE SUCH PAYMENT IS TO BE MADE, NO EVENT OF
DEFAULT SHALL EXIST AND BE CONTINUING; (III) ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED AND APPROVED A BUDGET FOR TENANT IMPROVEMENT COSTS AND A SCHEDULE OF
LEASING COMMISSIONS PAYMENTS AND THE REQUESTED DISBURSEMENT WILL BE USED TO PAY
ALL OR A PORTION OF SUCH COSTS AND PAYMENTS; (IV) ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED A CERTIFICATE FROM BORROWER (A) STATING THAT THE TENANT
IMPROVEMENTS AT THE PROPERTY TO BE FUNDED BY THE REQUESTED DISBURSEMENT HAVE
BEEN PERFORMED 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 AS OF SUCH DATE IN CONNECTION WITH THE
TENANT IMPROVEMENTS OR, IF APPLICABLE, THAT THE TENANT ALLOWANCE TO BE FUNDED BY
THE REQUESTED DISBURSEMENT IS DUE AND OWING UNDER THE APPLICABLE LEASE, (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 TO THE EXTENT OF AMOUNTS THEN DUE AND OWING TO SUCH
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Person, such certificate to be accompanied by lien waivers or other evidence of
payment reasonably satisfactory to Administrative Agent; (v) upon completion of
the tenant improvements, at Administrative Agent's option, in its reasonable
discretion, a title search for the Property indicating that the Property is free
from all liens, claims and other encumbrances not previously approved by
Administrative Agent (other than Permitted Encumbrances); and
(vi) Administrative Agent shall have received such other evidence as
Administrative Agent shall reasonably request