LEASING EXPENSES (AS
HEREINAFTER DEFINED), LENDER MAY INCREASE (OR DECREASE) THE MONTHLY CONTRIBUTION
REQUIRED TO BE MADE BY BORROWER TO THE ROLLOVER RESERVE. PROVIDED THAT NO EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING, LENDER SHALL DISBURSE FUNDS HELD IN
THE ROLLOVER RESERVE TO BORROWER, WITHIN FIFTEEN (15) DAYS AFTER THE DELIVERY BY
BORROWER TO LENDER OF A REQUEST THEREFOR (BUT NOT MORE OFTEN THAN ONCE PER
MONTH), IN INCREMENTS OF AT LEAST $5,000, PROVIDED (I) SUCH DISBURSEMENT IS FOR
AN APPROVED LEASING EXPENSE; (II) LENDER SHALL HAVE (IF IT DESIRES) VERIFIED (BY
AN INSPECTION CONDUCTED AT BORROWER'S EXPENSE) PERFORMANCE OF ANY CONSTRUCTION
WORK ASSOCIATED WITH SUCH APPROVED LEASING EXPENSE; AND (III) THE REQUEST FOR
DISBURSEMENT IS ACCOMPANIED BY (A) AN OFFICER'S CERTIFICATE FROM AN AUTHORIZED
OFFICER OF THE BORROWER CERTIFYING (V) THAT SUCH FUNDS WILL BE USED ONLY TO PAY
(OR REIMBURSE BORROWER FOR) APPROVED LEASING EXPENSES AND A DESCRIPTION THEREOF,
(W) THAT ALL OUTSTANDING TRADE PAYABLES (OTHER THAN THOSE TO BE PAID FROM THE
REQUESTED DISBURSEMENT) HAVE BEEN PAID IN FULL, (X) THAT THE SAME HAS NOT BEEN
THE SUBJECT OF A PREVIOUS DISBURSEMENT, (Y) THAT ALL PREVIOUS DISBURSEMENTS HAVE
BEEN USED ONLY TO PAY (OR REIMBURSE BORROWER FOR) THE PREVIOUSLY IDENTIFIED
APPROVED LEASING EXPENSES AND (Z) THAT ANY CONSTRUCTION WORK ASSOCIATED WITH
SUCH APPROVED LEASING EXPENSES HAS BEEN COMPLETED IN A GOOD AND WORKMANLIKE
MANNER AND IN ACCORDANCE WITH ALL APPLICABLE LEGAL REQUIREMENTS, (B) REASONABLY
DETAILED SUPPORTING DOCUMENTATION AS TO THE AMOUNT, NECESSITY AND PURPOSE
THEREFOR, (C) COPIES OF APPROPRIATE LIEN WAIVERS OR OTHER EVIDENCE OF PAYMENT
SATISFACTORY TO LENDER IN CONNECTION WITH ANY CONSTRUCTION WORK ASSOCIATED WITH
SUCH APPROVED LEASING EXPENSES AND (D) AT LENDER'S OPTION, A TITLE SEARCH FOR
THE PROPERTY INDICATING THAT IT IS FREE FROM ALL LIENS NOT PREVIOUSLY APPROVED
BY LENDER. 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. FOR
THE PURPOSES HEREOF AN "APPROVED LEASING EXPENSE" SHALL MEAN THE ACTUAL
OUT-OF-POCKET EXPENSES INCURRED BY BORROWER AND PAYABLE TO THIRD PARTIES THAT
ARE NOT AFFILIATES OF BORROWER OR ANY INDEMNITOR IN LEASING SPACE AT THE
PREMISES PURSUANT TO LEASES ENTERED INTO IN ACCORDANCE WITH THE LOAN DOCUMENTS,
INCLUDING BROKERAGE COMMISSIONS AND TENANT IMPROVEMENTS, WHICH EXPENSES (I) ARE
(A) SPECIFICALLY APPROVED BY LENDER IN CONNECTION WITH APPROVING THE APPLICABLE
LEASE, (B) INCURRED IN THE ORDINARY COURSE OF BUSINESS AND ON MARKET TERMS AND
CONDITIONS IN CONNECTION WITH LEASES WHICH DO NOT REQUIRE LENDER'S APPROVAL
UNDER THE LOAN DOCUMENTS, OR (C) OTHERWISE APPROVED BY LENDER, WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AND (II) ARE SUBSTANTIATED BY
EXECUTED LEASE DOCUMENTS AND BROKERAGE AGREEMENTS.
(B)
IN CONNECTION WITH THE SUMS DEPOSITED INTO THE ROLLOVER RESERVE PURSUANT TO
THIS SECTION 3.6, AT THE END OF EACH CALENDAR YEAR, BORROWER SHALL HAVE THE
OPTION UPON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO LENDER, TO DELIVER OR CAUSE
TO