THE TENANT IMPROVEMENTS
AND/OR PAYING THE TENANTS UNDER THE APPLICABLE LEASES ALLOWANCES FOR TENANT
IMPROVEMENTS AND/OR PAYING LEASING COMMISSIONS UNDER THE APPLICABLE LEASES, IN
EACH CASE IN THE AMOUNTS ALLOCATED TO, AND AS DESCRIBED FOR EACH
26
APPLICABLE LEASE, ON SCHEDULE 1 (THE "TI LEASES").
PROVIDED THAT NO EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, LENDER SHALL DISBURSE TENANT IMPROVEMENT
FUNDS HELD IN THE TENANT IMPROVEMENT RESERVE SUBACCOUNT AND APPLICABLE TO EACH
TI LEASE (AS SET FORTH ON SCHEDULE 1) TO BORROWER, WITHIN FIFTEEN (15) DAYS
AFTER THE DELIVERY BY BORROWER TO LENDER OF A REQUEST THEREFORE (BUT NOT MORE
OFTEN THAN ONCE PER MONTH), IN INCREMENTS OF AT LEAST $5,000 (OR THE REMAINING
BALANCE OF THE AMOUNT ALLOCATED TO THE APPLICABLE TI LEASE, IF LESS), PROVIDED:
(I) BORROWER SHALL HAVE PROVIDED LENDER WITH EITHER (1) AS TO LEASING
COMMISSIONS RELATING TO THE APPLICABLE TI LEASE (AS SET FORTH ON SCHEDULE 1),
REASONABLE EVIDENCE THAT SUCH COMMISSIONS HAVE BEEN PAID, OR ARE THEN DUE AND
WILL BE PAID WITH PROCEEDS OF THE REQUESTED DISBURSEMENT, OR (2) AS TO LEASEHOLD
IMPROVEMENT WORK OR ALLOWANCES THEREFOR, REASONABLE EVIDENCE (WHICH MAY, IF
REQUIRED BY LENDER, INCLUDE A TENANT ESTOPPEL CERTIFICATE FROM THE TENANT UNDER
THE APPLICABLE TI LEASE) INDICATING, AS APPLICABLE, (A) THAT THE TENANT
IMPROVEMENTS OR ALLOWANCES THEREFOR HAVE BEEN COMPLETED IN ACCORDANCE WITH THE
APPLICABLE TI LEASE, (B) THAT THE TENANT UNDER THE APPLICABLE TI LEASE IS THEN
OWED AND ENTITLED TO PAYMENT UPON THE APPLICABLE TENANT ALLOWANCE PURSUANT TO
THE TERMS OF SUCH TI LEASE, OR (C) IF THE TIME PERIOD UPON WHICH THE APPLICABLE
TENANT MAY DRAW UPON THE APPLICABLE TI LEASE HAS ELAPSED, THAT SUCH TENANT IS NO
LONGER ENTITLED TO OBTAIN OR REQUIRE THE PAYMENT OF THE APPLICABLE TENANT
ALLOWANCE UNDER THE TERMS OF THE APPLICABLE TI LEASE; AND (II) THE REQUEST FOR
DISBURSEMENT IS ACCOMPANIED BY (A) AN OFFICER'S CERTIFICATE CERTIFYING THAT SUCH
FUNDS WILL BE USED ONLY TO PAY (OR REIMBURSE BORROWER FOR) THE RELEVANT
EXPENDITURES SET FORTH ABOVE (OR, IN THE EVENT OF A DISBURSEMENT UNDER CLAUSE
(I)(C) ABOVE, THAT THE CONDITION SET FORTH IN SUCH CLAUSE (I)(C) HAS BEEN
SATISFIED WITH RESPECT TO THE APPLICABLE TI LEASE), AND THAT THE SAME HAVE NOT
BEEN THE SUBJECT OF A PREVIOUS DISBURSEMENT, AND (B) REASONABLY DETAILED
SUPPORTING DOCUMENTATION AS TO THE AMOUNT, NECESSITY AND PURPOSE THEREFOR.
ANY
SUCH DISBURSEMENT OF MORE THAN $50,000 TO PAY (RATHER THAN REIMBURSE) TENANT
IMPROVEMENTS UNDER THIS SECTION MAY, AT LENDER'S OPTION, BE MADE BY JOINT CHECK
PAYABLE TO BORROWER AND THE PAYEE OF SUCH TENANT IMPROVEMENTS.
3.14
BANK OF AMERICA LEASE TERMINATION AND SPACE
REDUCTION - LETTER OF CREDIT.
(A)
IN THE EVENT THAT BANK OF AMERICA GIVES
NOTICE TO BORROWER OF ITS INTENTION TO TERMINATE A PORTION OF THE BANK OF
AMERICA LEASE IN CONNECTION WITH A REDUCTION OF THE SPACE COVERED BY THE BANK OF
AMERICA LEASE, WHETHER BY RIGHT PURSUANT TO THE BANK OF AMERICA LEASE, BY
AGREEMENT WITH BORROWER OR OTHERWISE, BORROWER SHALL