THE SUBJECT OF THE
REQUESTED DISBURSEMENT; (II) COPIES OF APPROPRIATE LIEN WAIVERS OR OTHER
EVIDENCE OF PAYMENT SATISFACTORY TO LENDER; AND (III) SUCH OTHER EVIDENCE AS
LENDER SHALL REASONABLY REQUEST THAT THE BANK OF AMERICA LEASE REQUIRED
IMPROVEMENTS WHICH IS THE SUBJECT OF THE REQUESTED DISBURSEMENT HAVE BEEN
COMPLETED AND PAID FOR (WHICH MAY, IF REQUIRED BY LENDER, INCLUDE A TENANT
ESTOPPEL CERTIFICATE FROM THE TENANT UNDER THE BANK OF AMERICA LEASE CONFIRMING
THE SATISFACTORY COMPLETION OF SUCH BANK OF AMERICA LEASE REQUIRED IMPROVEMENTS
AND/OR CONFIRMATION OF ANY AMOUNTS DUE TO THE TENANT UNDER THE BANK OF AMERICA
LEASE AS REIMBURSEMENT FOR ANY BANK OF AMERICA LEASE REQUIRED IMPROVEMENTS).
PROVIDED NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND IS CONTINUING,
UPON COMPLETION OF ALL OF THE BANK OF AMERICA LEASE REQUIRED IMPROVEMENTS, ANY
BALANCE REMAINING IN THE BANK OF AMERICA LEASE REQUIRED IMPROVEMENTS SUBACCOUNT
SHALL PROMPTLY BE RELEASED TO BORROWER.
ANY SUCH DISBURSEMENT OF MORE THAN
$10,000 TO PAY (RATHER THAN REIMBURSE) ANY BANK OF AMERICA LEASE REQUIRED
IMPROVEMENTS MAY, AT LENDER'S OPTION, BE MADE BY JOINT CHECK PAYABLE TO BORROWER
23
AND THE PERSON THAT SUPPLIED MATERIALS OR LABOR IN CONNECTION WITH SUCH BANK OF
AMERICA LEASE REQUIRED IMPROVEMENTS.
3.6
OPERATING EXPENSE SUBACCOUNT.
ON EACH PAYMENT
DATE DURING THE CONTINUANCE OF A CASH TRAP PERIOD, A PORTION OF RENTS THAT HAVE
BEEN DEPOSITED INTO THE DEPOSIT ACCOUNT DURING THE IMMEDIATELY PRECEDING
INTEREST PERIOD IN AN AMOUNT EQUAL TO THE MONTHLY AMOUNT SET FORTH IN THE
APPROVED OPERATING BUDGET FOR THE FOLLOWING MONTH (PLUS ANY OTHER AMOUNTS
REQUESTED BY BORROWER FOR SUCH MONTH FOR PAYMENT OF ITEMS CONSTITUTING APPROVED
OPERATING EXPENSES, WHICH ARE NOT INCLUDED IN THE APPROVED OPERATING BUDGET),
SHALL BE TRANSFERRED INTO A SUBACCOUNT FOR THE PURPOSE OF PAYMENT OF APPROVED
OPERATING EXPENSES FOR THE MONTH IN WHICH SUCH PAYMENT DATE OCCURS (THE
"OPERATING EXPENSE SUBACCOUNT").
PROVIDED NO EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, LENDER SHALL DISBURSE FUNDS HELD IN THE OPERATING EXPENSE
SUBACCOUNT TO BORROWER (OR AT BORROWER'S DIRECTION, TO MANAGER OR SUB-MANAGER),
WITHIN FIVE (5) BUSINESS DAYS AFTER DELIVERY BY BORROWER TO LENDER OF A REQUEST
THEREFOR (BUT NOT MORE OFTEN THAN WEEKLY), IN INCREMENTS OF AT LEAST $1,000,
PROVIDED (I) SUCH DISBURSEMENT IS FOR AN APPROVED OPERATING EXPENSE; AND
(II) SUCH DISBURSEMENT IS ACCOMPANIED BY (A) AN OFFICER'S CERTIFICATE CERTIFYING
(1) THAT SUCH FUNDS WILL BE USED TO PAY APPROVED OPERATING EXPENSES AND A
DESCRIPTION THEREOF, (2) THAT ALL OUTSTANDING TRADE PAYABLES (OTHER THAN THOSE
NOT YET DUE AND PAYABLE OR THOSE TO BE PAID FROM THE REQUESTED DISBURSEMENT OR
THOSE CONSTITUTING PERMITTED INDEBTEDNESS) HAVE BEEN PAID IN FULL, (3) THAT THE
SAME HAS NOT BEEN THE SUBJECT OF A PREVIOUS DISBURSEMENT, AND (4) THAT ALL
PREVIOUS DISBURSEMENTS HAVE BEEN OR WILL BE USED TO PAY THE PREVIOUSLY
IDENTIFIED APPROVED OPERATING EXPENSES, AND (B) REASONABLY DETAILED
DOCUMENTATION SATISFACTORY TO LENDER AS TO THE AMOUNT, NECESSITY AND PURPOSE
THEREFOR.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE
EXTENT THAT (I)