THAT THE SAME HAS NOT BEEN THE SUBJECT OF A PREVIOUS DISBURSEMENT, AND
(4) THAT ALL PREVIOUS DISBURSEMENTS HAVE BEEN USED ONLY TO PAY (OR REIMBURSE
BORROWER FOR) THE PREVIOUSLY IDENTIFIED APPROVED LEASING EXPENSES, AND
(B) REASONABLY DETAILED SUPPORTING DOCUMENTATION AS TO THE AMOUNT, NECESSITY AND
PURPOSE THEREFOR; (VII) THE EFFECTIVE GROSS INCOME, DETERMINED ON A PRO FORMA
BASIS FOR THE FOLLOWING TWELVE (12) MONTH PERIOD IS EQUAL TO OR GREATER THAN THE
EFFECTIVE GROSS INCOME FOR THE PREVIOUS TWELVE (12) MONTH PERIOD; AND (VIII)
BORROWER SHALL HAVE PROVIDED LENDER WITH TENANT ESTOPPEL CERTIFICATES FROM EACH
SUCH TENANT UNDER EACH APPLICABLE LEASE
29
INDICATING THAT ALL CONSTRUCTION TO BE PERFORMED AND ALL IMPROVEMENTS TO BE
INSTALLED UNDER THE LEASE HAS BEEN COMPLETED, THAT SUCH TENANT HAS ACCEPTED THE
TENANT IMPROVEMENTS AND OCCUPIED THE SPACE COVERED BY ITS LEASE AND HAS
COMMENCED PAYING RENT AND THE FREE RENT OR RENT ABATEMENT PERIODS UNDER SUCH
LEASE HAS EXPIRED, AND THERE ARE NO DEFAULTS UNDER SUCH LEASE (NOR DOES THERE
EXIST ANY EVENT OR CONDITION, WHICH WITH THE PASSAGE OF TIME OR THE GIVING OF
NOTICE, OR BOTH, COULD RESULT IN SUCH A DEFAULT) (ALL REQUIREMENTS UNDER THIS
SECTION 3.14(F) FOR DISBURSEMENT OF FUNDS FROM THE BANK OF AMERICA LEASE
SUBACCOUNT TO BORROWER, COLLECTIVELY, THE "BANK OF AMERICA LEASE DRAW
REQUIREMENTS").
ANY SUCH DISBURSEMENT OF MORE THAN $10,000 TO PAY (RATHER THAN
REIMBURSE) APPROVED LEASING EXPENSES MAY, AT LENDER'S OPTION, BE MADE BY JOINT
CHECK PAYABLE TO BORROWER AND THE PAYEE OF SUCH APPROVED LEASING EXPENSES.
(G)
BORROWER SHALL HAVE THE ONE-TIME RIGHT, UPON
TEN (10) DAYS PRIOR WRITTEN NOTICE TO LENDER, AND PROVIDED THAT NO EVENT OF
DEFAULT THEN EXISTS, TO EITHER (I) IN THE EVENT THAT THE BANK OF AMERICA LEASE
LETTER OF CREDIT IS BEING HELD BY LENDER PURSUANT TO THE TERMS OF THIS SECTION
3.14, DELIVER TO LENDER CASH IN THE AMOUNT OF THE BANK OF AMERICA LEASE LETTER
OF CREDIT AND IN EXCHANGE THEREOF, LENDER SHALL DELIVER TO BORROWER THE BANK OF
AMERICA LEASE LETTER OF CREDIT; OR (II) IN THE EVENT THAT CASH IS BEING HELD BY
LENDER IN THE BANK OF AMERICA LEASE SUBACCOUNT PURSUANT TO THE TERMS OF THIS
SECTION 3.14, DELIVER TO LENDER AN ACCEPTABLE LETTER OF CREDIT IN THE AMOUNT OF
THE CASH BEING HELD BY LENDER IN THE BANK OF AMERICA LEASE SUBACCOUNT AND IN
EXCHANGE THEREOF, LENDER SHALL DISBURSE TO BORROWER THE CASH ON DEPOSIT IN THE
BANK OF AMERICA LEASE SUBACCOUNT; PROVIDED, HOWEVER, BORROWER SHALL NOT HAVE THE
RIGHT TO OBTAIN THE EXCHANGE SET FORTH IN CLAUSE (II) ABOVE IN THE EVENT THAT
THE BANK OF AMERICA LEASE LETTER OF CREDIT HAS BEEN DRAWN DOWN PURSUANT TO
SECTION 3.14(B) HEREOF.
4.
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to Lender as of the date hereof that, except to
the extent (if any) disclosed on Schedule 3 with reference to a specific Section
of this Article 4:
4.1
ORGANIZATION; SPECIAL PURPOSE.
BORROWER HAS
BEEN DULY ORGANIZED AND IS VALIDLY EXISTING