TO THE DATE THE DISBURSEMENT IS TO BE MADE (I) A COPY OF THE PROJECT
BUDGET FOR SUCH QUALIFIED LEASE, WHICH SHALL BE SUBJECT TO AGENT'S APPROVAL
(WHICH SHALL NOT BE UNREASONABLY WITHHELD) SHOWING (X) THE AMOUNT OF APPROVED
LEASING COSTS INCURRED THROUGH AND INCLUDING THE REQUESTED DISBURSEMENT AND THE
CORRESPONDING LINE ITEMS RELATING THERETO, (Y) THE REMAINING BUDGETED APPROVED
LEASING COSTS AND THE CORRESPONDING LINE ITEMS RELATING THERETO, AND
(Z) EVIDENCE THAT BORROWER HAS THE NECESSARY FUNDS ON HAND TO COMPLETE THE
TENANT IMPROVEMENTS AND TO PAY ANY OTHER TENANT IMPROVEMENT ALLOWANCES IN EXCESS
OF ANY APPROVED LEASING COSTS TO BE FUNDED BY AGENT FROM THE WACHOVIA
TERMINATION PAYMENT RESERVE SUBACCOUNT AND (II) SUCH OTHER DOCUMENTS RELATING TO
SUCH DISBURSEMENT AS AGENT MAY REASONABLY REQUEST AT LEAST TEN (10) BUSINESS
DAYS BEFORE THE DATE THE DISBURSEMENT IS TO BE MADE;
(E)
[INTENTIONALLY DELETED];
(F)
SUCH DISBURSEMENT WILL BE USED SOLELY TO PAY APPROVED LEASING
COSTS FOR QUALIFIED LEASES;
(G)
AGENT SHALL HAVE RECEIVED SATISFACTORY EVIDENCE THAT ALL PERMITS,
LICENSES AND APPROVALS REQUIRED FOR THE SUBJECT WORK HAVE BEEN OBTAINED AND ARE
IN FULL FORCE AND EFFECT, AND AGENT SHALL HAVE RECEIVED COPIES OF ANY SUCH
PERMITS, LICENSES AND/OR APPROVALS AS AGENT SHALL REQUEST;
50
(H)
TO THE EXTENT THAT THE AGGREGATE APPROVED LEASING COSTS EXCEEDS
THE PROJECT COST THRESHOLD AND ARE INCURRED IN CONNECTION WITH CAPITAL
EXPENDITURES FOR TENANT IMPROVEMENTS, BORROWER SHALL HAVE DELIVERED TO AGENT AT
LEAST TWENTY (20) DAYS PRIOR TO THE DATE THE DISBURSEMENT IS TO BE MADE SUCH
AFFIDAVITS AND CERTIFICATES AS TO SUCH MATTERS AS AGENT MAY REASONABLY REQUEST,
THAT (I) ALL OF THE WORK COMPLETED HAS BEEN DONE IN COMPLIANCE WITH THE APPROVED
PLANS AND SPECIFICATIONS AND APPLICABLE LEGAL REQUIREMENTS, (II) THE
DISBURSEMENT IS REQUIRED TO REIMBURSE PAYMENTS OF APPROVED LEASING COSTS TO
CONTRACTORS, SUBCONTRACTORS, MATERIALMEN, LABORERS, ENGINEERS, ARCHITECTS OR
OTHER PERSONS RENDERING SERVICES OR MATERIALS OR PAYING FOR SUCH WORK, AND
(III) THE BALANCE OF SUCH RESERVE AFTER SUCH DISBURSEMENT TOGETHER WITH FUNDS
BEING ADVANCED BY BORROWER WILL BE SUFFICIENT ON COMPLETION OF SUCH CONSTRUCTION
TO PAY FOR THE UNPAID HARD AND SOFT COSTS REQUIRED TO COMPLETE THE WORK (AS
ESTIMATED BY THE CERTIFYING PARTY);
(I)
WITH RESPECT TO CAPITAL EXPENDITURES FOR APPROVED LEASING COSTS
WHICH EXCEED THE PROJECT COST THRESHOLD, AT AGENT'S OPTION, AGENT OR ITS
CONSULTANT SHALL HAVE INSPECTED THE WORK IN ACCORDANCE WITH AND SUBJECT TO
SECTION 8.3 HEREOF AND APPROVED THE SAME WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD;
(J)
WITH RESPECT TO CAPITAL EXPENDITURES FOR ANY TENANT IMPROVEMENTS,
AGENT SHALL HAVE RECEIVED CONTRACTORS' WAIVERS OR RELEASES OF LIEN FOR WORK
COMPLETED (WHICH MAY BE CONDITIONED ON PAYMENT THEREFOR), IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO IT; AND
(K)
WHEN THE WORK HAS BEEN COMPLETED, AGENT SHALL HAVE RECEIVED A COPY
OF ANY CERTIFICATE OR CERTIFICATES REQUIRED BY LAW TO RENDER OCCUPANCY OF THE
TENANT IMPROVEMENTS LEGAL TOGETHER WITH AN ARCHITECT'S CERTIFICATE CERTIFYING
THAT THE TENANT IMPROVEMENTS WERE COMPLETED SUBSTANTIALLY IN ACCORDANCE WITH THE
PLANS AND SPECIFICATIONS