Common use of Disbursements from Rollover Reserve Account Clause in Contracts

Disbursements from Rollover Reserve Account. (a) Lender shall make disbursements from the Rollover Reserve Account to pay Borrower only for the costs of TILC Obligations. Subject to Section 7.4.2(b), Lender shall disburse Rollover Reserve Funds from the Rollover Reserve Account from time to time upon satisfaction by Borrower (or waiver in writing by Lender or Servicer) of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least twenty (20) days prior to the date on which Borrower requests such payment be made, (b) 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, (c) Lender shall have received a Disbursement Certification and Schedule for the requested disbursement, and (d) with respect to any requested disbursement in excess of $100,000, (i) Lender shall have received: (A) copies of appropriate lien waivers or conditional lien waivers (conditioned only on payment) reasonably satisfactory to Lender with respect to any contractor, subcontractor and/or materialman whose proposed payment (or Borrower reimbursement, if applicable) is in excess of $100,000, and (B) if reasonably required by Lxxxxx (following delivery of Lender’s written request therefor), a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances), and (ii) Lender may require an inspection of the applicable Individual Property, at Borrower’s reasonable expense, by an appropriate independent qualified professional selected by Lender prior to making such disbursement in order to verify completion of the TILC Obligations (or the completed portion thereof) for which reimbursement is sought. At Borrower’s election, Bxxxxxxx shall either (x) pay all invoices in connection with the TILC Obligations with respect to each request for disbursement prior to submitting such request for disbursement from the Rollover Reserve Account or, (y) request Lender to issue joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with TILC Obligations. Lender shall not be required to make disbursements from the Rollover Reserve Account with respect to the Property (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000.00 (or a lesser amount if the total amount in the Rollover Reserve Account is less than $25,000.00 in which case only one disbursement of the amount remaining in the account shall be made) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 7.4.2(a) or Section 7.4.2(b) below. 109

Disbursements from Rollover Reserve Account. (a) Lender shall make disbursements from the Rollover Reserve Account to pay Borrower only for the costs of TILC Obligations. Subject to Section 7.4.2(b), Lender shall disburse Rollover Reserve Funds from the Rollover Reserve Account from time to time upon satisfaction by Borrower (or waiver in writing by Lender or Servicer) of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least twenty (20) days prior to the date on which Borrower requests such payment be mademade and specifies the TILC Obligations to be paid, (b) 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, (c) Lender shall have received a Disbursement Certification and Schedule for the requested disbursement: (i) stating the aggregate requested amount to be disbursed and that the items to be funded by the requested disbursement are TILC Obligations, (ii) providing a general description of such TILC Obligations, (iii) including a schedule of each contractor, subcontractor, materialman and/or person to be paid (or for which Borrower is to be reimbursed for amounts previously paid by it), providing a description of the TILC Obligations for which the disbursement is requested, including, as applicable, the costs of all materials used and all labor or other services payable in connection with such Replacements, and related invoice numbers, (iv) stating that such contractors, subcontractors, materialmen and/or persons have been paid, or will be paid with the proceeds of the requested disbursement, the amounts then due and payable to such Person in connection with the specified goods, work or services provided thereby, and that Borrower has obtained, to the extent applicable, lien waivers from each such contractor, subcontractor, materialman and/or person with respect to such specified goods, work or services or will obtain such waivers concurrently with payment, (v) stating that all TILC Obligations (or the relevant portions thereof) to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, have not been the subject of a previous disbursement, and that all outstanding payables with respect thereto (other than those to be paid from the requested disbursement) have been paid in full, and (vi) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the TILC Obligations identified in the Disbursement Certification and Schedule provided in connection with such previous disbursements, and (d) with respect to any requested disbursement in excess of $100,000, 250,000.00: (i) Lender shall have received: (A) if applicable, copies of appropriate lien waivers or waivers, conditional lien waivers (conditioned only on payment) or other evidence of payment reasonably satisfactory to Lender with respect to any contractor, subcontractor and/or materialman whose proposed payment (or Borrower reimbursement, if applicable) is in excess of $100,000250,000.00, and (Bii) if reasonably required by Lxxxxx (following delivery of Lender’s written request therefor), a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances), (iii) in the event the title endorsement described in item (ii) is not required by Lender, such other evidence as Lender shall reasonably request to demonstrate that the TILC Obligations to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement (other than any retention amount which is not a part of such disbursement request), and (iiiv) Lender may require an inspection of the applicable Individual Property, at Borrower’s reasonable expense, by an appropriate independent qualified professional selected by Lender prior to making such disbursement in order to verify completion of the TILC Obligations (or the completed portion thereof) for which reimbursement is sought. At Borrower’s election, Bxxxxxxx shall either (x) pay all invoices in connection with the TILC Obligations with respect to each request for disbursement prior to submitting such request for disbursement from the Rollover Reserve Account or, (y) request Lender to issue joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with TILC Obligations. Lender shall not be required to make disbursements from the Rollover Reserve Account with respect to the Property (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000.00 5,000.00 (or a lesser amount if the total amount in the Rollover Reserve Account is less than $25,000.00 5,000.00 in which case only one disbursement of the amount remaining in the account shall be made) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 7.4.2(a) or Section 7.4.2(b) below. 1097.4.2.

Disbursements from Rollover Reserve Account. (a) Lender shall make disbursements from the Rollover Reserve Account to pay Borrower only for the costs of TILC Obligations. Subject to Section 7.4.2(b), Lender shall disburse Rollover Reserve Funds from the Rollover Reserve Account from time to time upon satisfaction by Borrower (or waiver in writing by Lender or Servicer) of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least twenty (20) days prior to the date on which Borrower requests such payment be made, (b) 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, (c) Lender shall have received a Disbursement Certification and Schedule for the requested disbursement, and (d) with respect to any requested disbursement in excess of $100,000, (i) Lender shall have received: (A) copies of appropriate lien waivers or conditional lien waivers (conditioned only on payment) reasonably satisfactory to Lender with respect to any contractor, subcontractor and/or materialman whose proposed payment (or Borrower reimbursement, if applicable) is in excess of $100,000, and (B) if reasonably required by Lxxxxx Lender (following delivery of Lender’s written request therefor), a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances), and (ii) Lender may require an inspection of the applicable Individual Property, at Borrower’s reasonable expense, by an appropriate independent qualified professional selected by Lender prior to making such disbursement in order to verify completion of the TILC Obligations (or the completed portion thereof) for which reimbursement is sought. At Borrower’s election, Bxxxxxxx shall either (x) pay all invoices in connection with the TILC Obligations with respect to each request for disbursement prior to submitting such request for disbursement from the Rollover Reserve Account or, (y) request Lender to issue joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with TILC Obligations. Lender shall not be required to make disbursements from the Rollover Reserve Account with respect to the Property (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000.00 (or a lesser amount if the total amount in the Rollover Reserve Account is less than $25,000.00 in which case only one disbursement of the amount remaining in the account shall be made) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 7.4.2(a) or Section 7.4.2(b) below. 109117

Disbursements from Rollover Reserve Account. (a) Lender shall make disbursements from the Rollover Reserve Account to pay Borrower only for the costs of TILC Obligations; provided, however, that no disbursements for TILC Obligations related to the Major Tenant Premises of any Major Tenant that is the subject of a Major Tenant Trigger Event shall be made during any time that the balance of Major Tenant Rollover Reserve Account is greater than zero. Subject to Section 7.4.2(b), Lender shall disburse Rollover Reserve Funds from the Rollover Reserve Account from time to time upon satisfaction by Borrower (or waiver in writing by Lender or Servicer) of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least twenty (20) days prior to the date on which Borrower requests such payment be mademade and specifies the TILC Obligations to be paid, (b) 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, (c) Lender shall have received a Disbursement Certification and Schedule for the requested disbursement: (i) stating the aggregate requested amount to be disbursed and that the items to be funded by the requested disbursement are TILC Obligations, (ii) providing a general description of such TILC Obligations, (iii) including a schedule of each contractor, subcontractor, materialman and/or person to be paid (or for which Borrower is to be reimbursed for amounts previously paid by it), providing a description of the TILC Obligations for which the disbursement is requested, including, as applicable, the costs of all materials used and all labor or other services payable in connection with such TILC Obligations, and related invoice numbers, (iv) stating that such contractors, subcontractors, materialmen and/or persons have been paid, or will be paid with the proceeds of the requested disbursement, the amounts then due and payable to such Person in connection with the specified goods, work or services provided thereby, and that Borrower has obtained, to the extent applicable, lien waivers from each such contractor, subcontractor, materialman and/or person with respect to such specified goods, work or services or will obtain such waivers concurrently with payment, (v) stating that all TILC Obligations (or the relevant portions thereof) to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, have not been the subject of a previous disbursement, and that all outstanding payables with respect thereto (other than those to be paid from the requested disbursement) have been paid in full, and (vi) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the TILC Obligations identified in the Disbursement Certification and Schedule provided in connection with such previous disbursements, and (d) with respect to any requested disbursement in excess of $100,000, 250,000.00: (i) Lender shall have received: (A) if applicable, copies of appropriate lien waivers or waivers, conditional lien waivers (conditioned only on payment) or other evidence of payment reasonably satisfactory to Lender with respect to any contractor, subcontractor and/or materialman whose proposed payment (or Borrower reimbursement, if applicable) is in excess of $100,000250,000.00, and (Bii) for disbursements in excess of $250,000, if reasonably required by Lxxxxx (following delivery of Lender’s written request therefor), a title search for the applicable Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender (other than Permitted Encumbrances), (iii) in the event the title search described in item (ii) is not required by Lender, such other evidence as Lender shall reasonably request to demonstrate that the TILC Obligations to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement (other than any retention amount which is not a part of such disbursement request), and (iiiv) Lender may require an inspection of the applicable Individual Property, at Borrower’s reasonable expense, by an appropriate independent qualified professional selected by Lender prior to making such disbursement in order to verify completion of the TILC Obligations (or the completed portion thereof) for which reimbursement is sought. At Borrower’s election, Bxxxxxxx shall either (x) pay all invoices in connection with the TILC Obligations with respect to each request for disbursement prior to submitting such request for disbursement from the Rollover Reserve Account or, (y) request Lender to issue joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with TILC Obligations. Lender shall not be required to make disbursements from the Rollover Reserve Account with respect to the Property (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000.00 5,000.00 (or a lesser amount if the total amount in the Rollover Reserve Account is less than $25,000.00 5,000.00 in which case only one disbursement of the amount remaining in the account shall be made) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 7.4.2(a) or Section 7.4.2(b) below. 1097.4.2.