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
36
(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.
3.13
REPLACEMENT RESERVE SUBACCOUNT.
3.13.1
REPLACEMENT RESERVE FUND.
Borrower shall deposit with Lender $0.00 for the replacements and repairs
required to be made to the Property during the calendar year (collectively, the
"Replacements") and Lender shall transfer such amount into a Subaccount (the
"Replacement Reserve Subaccount").
Amounts so deposited shall hereinafter be
referred to as Borrower's "Replacement Reserve Fund".
Lender may reassess its
estimate of the amount necessary for the Replacement Reserve Fund from time to
time, and, following such reassessment, may increase the monthly amounts
required to be deposited into the Replacement Reserve Fund upon thirty (30) days
notice to Borrower if Lender determines in its reasonable discretion that an
increase is necessary to maintain the proper maintenance and operation of the
Property.
3.13.2
DISBURSEMENTS FROM REPLACEMENT RESERVE SUBACCOUNT.
(A)
LENDER SHALL MAKE DISBURSEMENTS FROM THE REPLACEMENT RESERVE
SUBACCOUNT TO PAY OR REIMBURSE BORROWER ONLY FOR THE COSTS OF THE REPLACEMENTS.
LENDER SHALL NOT BE OBLIGATED TO MAKE DISBURSEMENTS FROM THE REPLACEMENT RESERVE
SUBACCOUNT TO PAY OR REIMBURSE BORROWER FOR THE COSTS OF ROUTINE MAINTENANCE TO
THE PROPERTY OR FOR COSTS WHICH ARE TO BE REIMBURSED FROM ANY OTHER RESERVE FUND
ESTABLISHED HEREUNDER.
(B)
LENDER SHALL, UPON WRITTEN REQUEST FROM BORROWER AND SATISFACTION
OF THE REQUIREMENTS SET FORTH IN THIS SECTION 3.13.2, DISBURSE TO BORROWER
AMOUNTS FROM THE REPLACEMENT RESERVE SUBACCOUNT NECESSARY TO PAY OR REIMBURSE
BORROWER FOR THE ACTUAL APPROVED COSTS AND REPLACEMENTS UPON COMPLETION OF SUCH
REPLACEMENTS (OR, UPON PARTIAL COMPLETION IN THE CASE OF REPLACEMENTS MADE
PURSUANT TO SECTION 3.13.2(E)) AS DETERMINED BY LENDER.
IN NO EVENT SHALL
LENDER BE OBLIGATED TO DISBURSE FUNDS FROM THE REPLACEMENT RESERVE SUBACCOUNT IF
A DEFAULT OR AN EVENT OF DEFAULT EXISTS.
(C)
EACH REQUEST FOR DISBURSEMENT FROM THE REPLACEMENT RESERVE
SUBACCOUNT SHALL BE IN A FORM SPECIFIED OR APPROVED BY LENDER AND SHALL SPECIFY
(I) THE SPECIFIC REPLACEMENTS FOR WHICH THE DISBURSEMENT IS REQUESTED, (II) THE
QUANTITY AND PRICE OF EACH ITEM PURCHASED, IF THE REPLACEMENT INCLUDES THE