PAID OR REIMBURSED TO BORROWER FOR A
CAPITAL EXPENDITURE REASONABLY APPROVED BY LENDER, LENDER MAY, UPON COMPLETION
OF SUCH CAPITAL EXPENDITURE AND AT ITS REASONABLE DISCRETION, REQUIRE AN
INSPECTION OF THE PROPERTY AT BORROWER'S EXPENSE PRIOR TO MAKING THE FINAL
DISBURSEMENT OF CAPITAL EXPENDITURE FUNDS FOR SUCH CAPITAL EXPENDITURE IN ORDER
TO VERIFY COMPLETION OF THE CAPITAL EXPENDITURES WORK FOR WHICH REIMBURSEMENT IS
SOUGHT. LENDER MAY REQUIRE THAT SUCH INSPECTION BE CONDUCTED BY AN APPROPRIATE
INDEPENDENT QUALIFIED PROFESSIONAL SELECTED BY LENDER AND MAY REQUIRE A
CERTIFICATE OF COMPLETION BY AN INDEPENDENT QUALIFIED PROFESSIONAL ARCHITECT
ACCEPTABLE TO LENDER PRIOR TO THE DISBURSEMENT OF SUCH CAPITAL EXPENDITURE
FUNDS. BORROWER SHALL PAY THE REASONABLE, OUT-OF-POCKET EXPENSE OF THE
INSPECTION AS REQUIRED HEREUNDER, WHETHER SUCH INSPECTION IS CONDUCTED BY LENDER
OR BY AN INDEPENDENT QUALIFIED PROFESSIONAL ARCHITECT.
(F)
IN ADDITION TO ANY INSURANCE REQUIRED UNDER THE LOAN DOCUMENTS,
BORROWER SHALL PROVIDE OR CAUSE TO BE PROVIDED WORKMEN'S COMPENSATION INSURANCE,
BUILDER'S RISK, AND PUBLIC LIABILITY INSURANCE AND OTHER INSURANCE TO THE EXTENT
REQUIRED UNDER APPLICABLE LAW IN CONNECTION WITH CAPITAL EXPENDITURES WORK. ALL
SUCH POLICIES SHALL BE IN FORM AND AMOUNT REASONABLY SATISFACTORY TO LENDER.
(G)
ANY CAPITAL EXPENDITURE FUNDS REMAINING AFTER THE DEBT HAS BEEN
PAID IN FULL SHALL BE PROMPTLY RETURNED TO BORROWER.
SECTION 6.5
ROLLOVER FUNDS.
6.5.1
DEPOSITS OF ROLLOVER FUNDS.
ON THE CLOSING DATE, BORROWER HAS
DEPOSITED WITH AGENT THE SUM OF FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00)
TO BE HELD BY AGENT IN AN INTEREST-BEARING ACCOUNT AND INVESTED IN PERMITTED
INVESTMENTS IN ACCORDANCE WITH THE TERMS OF THE CASH MANAGEMENT AGREEMENT, WHICH
AMOUNT SHALL BE DISBURSED TO BORROWER PURSUANT TO THIS SECTION 6.5 FOR TENANT
IMPROVEMENTS, LEASING COMMISSIONS AND OTHER LEASING COSTS (INCLUDING FREE RENT
TO THE EXTENT BORROWER PROVIDES THE APPLICABLE TENANT WITH FREE RENT IN LIEU OF
A TENANT IMPROVEMENT ALLOWANCE) INCURRED BY BORROWER IN CONNECTION WITH ANY
LEASES OR RENEWALS OF LEASES (A) EXECUTED AFTER THE DATE HEREOF AND (B) RELATING
TO (I) SPACE DEMISED UNDER THE TRIZEC LEASE AS OF THE DATE HEREOF OR (II) SPACE
WHICH IS VACANT AS OF THE DATE HEREOF (EACH, A "REPLACEMENT LEASE"). AMOUNTS
DEPOSITED PURSUANT TO THIS SECTION 6.5.1, AND ANY INTEREST EARNED THEREON, ARE
REFERRED TO HEREIN AS THE "ROLLOVER FUNDS".
6.5.2
RELEASE OF ROLLOVER FUNDS.
(A) SUBJECT TO THE PROVISIONS SET FORTH
IN SECTION 6.6.2(C), LENDER SHALL DIRECT AGENT TO DISBURSE TO BORROWER THE
ROLLOVER FUNDS UPON SATISFACTION BY BORROWER OF EACH OF THE FOLLOWING
CONDITIONS: (I) BORROWER SHALL SUBMIT A REQUEST FOR PAYMENT TO LENDER AT LEAST
TEN (10) DAYS PRIOR TO THE DATE ON WHICH BORROWER REQUESTS SUCH PAYMENT BE MADE
AND SPECIFIES THE TENANT IMPROVEMENT COSTS, LEASING COMMISSIONS AND/OR OTHER
LEASING COSTS TO BE PAID, (II) ON THE DATE SUCH REQUEST IS RECEIVED BY LENDER
AND ON THE DATE SUCH PAYMENT IS TO BE MADE, NO EVENT OF DEFAULT SHALL EXIST AND
REMAIN UNCURED, (III) LENDER SHALL HAVE APPROVED, TO THE EXTENT REQUIRED BY
SECTION 4.1.9 HEREOF, THE APPLICABLE REPLACEMENT LEASE (OR SUCH REPLACEMENT
LEASE