EXPENSES AND (B) REASONABLY DETAILED SUPPORTING DOCUMENTATION AS TO THE
AMOUNT, NECESSITY AND PURPOSE THEREFOR; AND (IV) 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. IF LENDER RECEIVES THE ROLLOVER RESERVE OFFSET
AMOUNT FROM GUARANTOR UNDER THE GUARANTY, LENDER SHALL TRANSFER THE SAME TO THE
ROLLOVER RESERVE SUBACCOUNT TO BE APPLIED AS PROVIDED IN THIS SECTION 3.5,
SUBJECT TO LENDER'S RIGHT TO APPLY THE SAME OTHERWISE AS SET FORTH IN
SECTION 3.10 BELOW. ALL DISBURSEMENTS FROM THE ROLLOVER RESERVE SUBACCOUNT SHALL
BE DEEMED TO HAVE BEEN MADE FIRST FROM THE PROCEEDS OF ANY LEASE TERMINATIONS
PAYMENTS DEPOSITED INTO THE ROLLOVER RESERVE SUBACCOUNT, UNTIL ALL SUCH LEASE
TERMINATION PAYMENTS HAVE BEEN DISBURSED, AND THEN FROM THE PROCEEDS OF MONTHLY
ROLLOVER RESERVE DEPOSITS.
3.5.2
GUARANTY IN LIEU OF RESERVE. IN LIEU OF A REQUIREMENT HEREUNDER FOR
MONTHLY ROLLOVER RESERVE DEPOSITS TO BE DEPOSITED INTO THE ROLLOVER RESERVE
SUBACCOUNT, GUARANTOR, PURSUANT TO THE GUARANTY, HAS (AMONG OTHER OBLIGATIONS
THEREUNDER) GUARANTEED PAYMENT AND PERFORMANCE IN FULL OF ALL APPROVED LEASING
EXPENSES WITH RESPECT TO LEASES HEREAFTER EXECUTED AND ALL WORK RELATING THERETO
AND AGREED TO PAY TO LENDER , UPON LENDER'S
23
DEMAND FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, AN AMOUNT EQUAL TO THE GUARANTY LIMIT AMOUNT, DETERMINED AS THE SUM OF
VARIOUS AMOUNTS, INCLUDING AN AMOUNT EQUAL TO THE ROLLOVER RESERVE OFFSET
AMOUNT. AS USED HEREIN, "ROLLOVER RESERVE OFFSET AMOUNT" SHALL MEAN, ON ANY DATE
OF DETERMINATION, AN AMOUNT EQUAL TO THE LESSER OF (A) $1,200,000 AND (B) THE
GREATER OF (I) ZERO AND (II) THE FOLLOWING:
(1)
the product of $400,000 (the "Base Rollover Amount"), multiplied
by a fraction, the numerator of which is the number of Calendar Quarters which
have ended (and for which the reports required under Section 6.3.3 hereof have
been delivered or were required to have been delivered) as of the date of
determination, and the denominator of which is four (4); minus
(2)
the Aggregate Approved Leasing Costs (as hereafter defined) for
such Calendar Quarters.
As used herein, the term
"Aggregate Approved Leasing Costs" shall mean amounts
hereafter paid by Borrower for reasonable Approved Leasing Expenses (other than
those for which a credit has been provided against the purchase price under the
purchase agreement pursuant to which the of Borrower acquired the Property as of
the date hereof), as demonstrated by Borrower to Lender's reasonable
satisfaction within 120 days of the Calendar Quarter in which such costs were
incurred.
3.6
OPERATING EXPENSE SUBACCOUNT. ON EACH PAYMENT DATE DURING THE
CONTINUANCE OF A CASH TRAP PERIOD, A PORTION OF THE 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