AND IS CONTINUING, LENDER SHALL DISBURSE
FUNDS HELD IN THE ROLLOVER RESERVE TO BORROWER, WITHIN FIFTEEN (15) DAYS AFTER
THE DELIVERY BY BORROWER TO LENDER OF A REQUEST THEREFOR (BUT NOT MORE OFTEN
THAN ONCE PER MONTH), IN INCREMENTS OF AT LEAST $5,000, PROVIDED (I) SUCH
DISBURSEMENT IS FOR AN APPROVED LEASING EXPENSE; (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; 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) 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 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
(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 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) DAYS PRIOR WRITTEN NOTICE TO LENDER, TO DELIVER OR CAUSE
TO BE DELIVERED TO LENDER AND DEPOSITED INTO THE ROLLOVER RESERVE A CLEAN,
UNCONDITIONAL, IRREVOCABLE AND FREELY TRANSFERABLE, SIGHT-DRAFT, ISSUED BY A
BANK HAVING A RATING OF "AA" OR BETTER BY STANDARD