MONTH), IN
INCREMENTS OF AT LEAST $5,000, PROVIDED (I) SUCH DISBURSEMENT IS FOR AN APPROVED
LEASING EXPENSE RELATING TO THE CELLCO REPLACEMENT EVENT (AS DEFINED BELOW);
(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 RELATING TO THE CELLCO REPLACEMENT EVENT; 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) SUCH 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 RELATING TO THE CELLCO
REPLACEMENT EVENT 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
55
(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 the event of evidence satisfactory to Lender of a Cellco Replacement
Event, Lender shall disburse all remaining funds then-held by Lender in the
Rollover Reserve to Borrower (after application of same, in accordance with
Section 3.6(a) above), within fifteen (15) days after the delivery by Borrower
to Lender of a request therefor.
(c)
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)