SUBJECT TO THE PROVISIONS OF SECTION 12.4.3 AND SECTION 12.4.4,
BORROWER SHALL DEPOSIT WITH LENDER TO BE HELD IN THE LEASING RESERVE ACCOUNT ON
EACH PAYMENT DATE AN AMOUNT EQUAL TO $35,000 FOR ANNUAL LEASING EXPENSES (SAID
MONTHLY AMOUNTS HEREINAFTER CALLED THE "MONTHLY TENANT LEASING RESERVE AMOUNT",
AND THE AGGREGATE AMOUNT OF FUNDS HELD IN THE LEASING RESERVE ACCOUNT FROM TIME
TO TIME, THE "TENANT LEASING FUNDS" ).
12.4.2
LENDER SHALL DISBURSE TO BORROWER THE TENANT LEASING FUNDS UPON
SATISFACTION BY BORROWER OF EACH OF THE FOLLOWING CONDITIONS:
(A) 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 (WHICH, AS USED HEREIN, SHALL INCLUDE TENANT ALLOWANCES BUT
NOT ANY FREE RENT PERIOD) AND LEASING COMMISSIONS TO BE PAID; (B) ON THE DATE
SUCH REQUEST IS RECEIVED BY LENDER AND ON THE DATE SUCH PAYMENT IS TO BE MADE,
NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING; (C) TO THE EXTENT
REQUIRED HEREUNDER, LENDER SHALL
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HAVE APPROVED THE LEASE IN RESPECT OF WHICH BORROWER IS OBLIGATED TO PAY OR
REIMBURSE CERTAIN TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS; (D) LENDER
SHALL HAVE RECEIVED 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; (E) LENDER SHALL HAVE RECEIVED A
CERTIFICATE FROM BORROWER (I) STATING THAT ALL TENANT IMPROVEMENTS AT THE
PROPERTY TO BE FUNDED BY THE REQUESTED DISBURSEMENT HAVE BEEN COMPLETED IN GOOD
AND WORKMANLIKE MANNER AND IN ACCORDANCE WITH ALL APPLICABLE FEDERAL, STATE AND
LOCAL LAWS, RULES AND REGULATIONS OR, IF APPLICABLE, THAT THE TENANT ALLOWANCE
TO BE FUNDED BY THE REQUESTED DISBURSEMENT IS DUE AND OWING UNDER THE APPLICABLE
LEASE, AND (II) STATING THAT EACH PERSON THAT HAS SUPPLIED MATERIALS OR LABOR IN
CONNECTION WITH THE TENANT IMPROVEMENTS TO BE FUNDED BY THE REQUESTED
DISBURSEMENT HAS BEEN PAID IN FULL OR WILL BE PAID IN FULL UPON SUCH
DISBURSEMENT, SUCH CERTIFICATE TO BE ACCOMPANIED BY LIEN WAIVERS OR OTHER
EVIDENCE OF PAYMENT SATISFACTORY TO LENDER (IF APPLICABLE); (F) WITH RESPECT TO
ANY TENANT LEASING FUNDS TO BE RELEASED BY LENDER, AT LENDER'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 LENDER; AND (G)
LENDER SHALL HAVE RECEIVED SUCH OTHER EVIDENCE AS
LENDER SHALL REASONABLY REQUEST THAT THE PORTION OF THE TENANT IMPROVEMENTS AT
THE PROPERTY TO BE FUNDED BY THE REQUESTED DISBURSEMENT HAVE BEEN PERFORMED OR
ARE OTHERWISE DUE AND OWING UNDER THE APPLICABLE LEASE AND ARE PAID FOR OR WILL
BE PAID UPON SUCH DISBURSEMENT TO BORROWER WITH SUCH FUNDS.
LENDER SHALL NOT BE
REQUIRED TO DISBURSE TENANT LEASING FUNDS MORE FREQUENTLY THAN ONCE EACH
CALENDAR MONTH.
12.4.3
NOTWITHSTANDING THE FOREGOING, SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND