Common use of Release of Lease Termination Rollover Funds Clause in Contracts

Release of Lease Termination Rollover Funds. (a) Agent shall disburse to Borrower the Lease Termination Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Agent at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs, leasing commissions and/or Capital Expenditures to be paid for or with respect to the Termination Space, (ii) on the date such request is received by Agent and on the date such payment is to be made, no Monetary Default or Event of Default shall exist and remain uncured, (iii) Agent shall have received and, to the extent required hereby, approved, or is deemed to have approved in accordance with Section 4.1.11, the new Lease or Leases, as applicable with respect to the Termination Space (collectively, the “Replacement Lease”) in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs, leasing commissions and Capital Expenditures, (iv) with respect to any Lease Termination Rollover Funds to be released by Agent for tenant improvements, leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent shall have received a budget for tenant improvement costs and Capital Expenditures and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) with respect to any Lease Termination Rollover Funds to be released by Agent for tenant improvements, leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent shall have received a certificate from Borrower (A) stating that all tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed in a good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the Capital Expenditures to the point of the work then completed, (B) identifying each Person that supplied materials or labor in connection with the tenant improvements and Capital Expenditures to be funded by the requested disbursement, and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to Agent, (vi) with respect to any Lease Termination Rollover Funds to be released by Agent for tenant improvements, leasing commissions or Capital Expenditures pursuant to a Replacement Lease, at Agent’s reasonable option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (vii) with respect to any Lease Termination Rollover Funds to be released by Agent for tenant improvements, leasing commissions and Capital Expenditures pursuant to a Replacement Lease, Agent shall have received such other evidence as Agent shall reasonably request that the tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed (as to the level for which funds are requested) and are paid for or will be paid upon such disbursement to Borrower. Agent shall not be required to disburse Lease Termination Rollover Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Lease Termination Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, upon receipt by Agent of evidence that, with respect to any new Replacement Lease, all tenant improvements and Capital Expenditures required to be completed by Borrower pursuant to the Replacement Lease, if any, have been completed and all leasing commissions required to be paid by Borrower with respect to the Replacement Lease, if any, have been paid, and provided that substantially all of the Termination Space has been re-let pursuant to such Replacement Lease and any other Replacement Lease(s) and no Monetary Default or Event of Default then exists, Agent shall disburse to Borrower the Lease Termination Funds on deposit with respect to such Termination Space.

Release of Lease Termination Rollover Funds. (a) Lender shall direct Agent shall to disburse to Borrower the Lease Termination Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Agent Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and (A) specifies the tenant improvement costs, costs and leasing commissions and/or Capital Expenditures to be paid for the Termination Space or with respect (B) specifies the amount by which the rent expected to be obtained by Borrower for the Termination Space during the next succeeding calendar month pursuant to the Lease or Leases for such Termination SpaceSpace (a "Replacement Lease") is less than the amount of monthly rent received from the previous Tenant in the Termination Space pursuant to its Lease prior to such termination (the "Rent Deficiency"), (ii) on the date such request is received by Agent Lender and on the date such payment is to be made, no Monetary Default or Event of Default shall exist and remain uncured, (iii) Agent Lender shall have received reviewed and, to the extent required hereby, approved, or is deemed to have approved in accordance with Section 4.1.11, the new Replacement Lease or Leases, as applicable with respect to the Termination Space (collectively, the “Replacement Lease”) in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs, costs and leasing commissions and Capital Expenditurescommissions, (iv) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a budget for tenant improvement costs and Capital Expenditures and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a certificate from Borrower (A) stating that all tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed in a good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the Capital Expenditures to the point of the work then completedExpenditures, (B) identifying each Person that supplied materials or labor in connection with the tenant improvements and Capital Expenditures to be funded by the requested disbursement, and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to AgentLender, (vi) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, at Agent’s reasonable Lender's option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (vii) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions and Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received such other evidence as Agent Lender shall reasonably request that the tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed (as to the level for which funds are requested) and are paid for or will be paid upon such disbursement to Borrower. Agent Lender shall not be required to disburse Lease Termination Rollover Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Lease Termination Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding All Rent Deficiency disbursements made by Lender shall be deposited into the foregoing, upon receipt by Agent of evidence that, with respect to any new Replacement Lease, all tenant improvements and Capital Expenditures required to be completed Deposit Account as if such sums were received by Borrower pursuant to as Rent during the Replacement Lease, if any, have been completed and all leasing commissions required to be paid calendar month after such request is made by Borrower with respect to the Replacement Lease, if any, have been paid, and provided that substantially all of the Termination Space has been re-let pursuant to such Replacement Lease and any other Replacement Lease(s) and no Monetary Default or Event of Default then exists, Agent shall disburse to Borrower the Lease Termination Funds on deposit with respect to such Termination SpaceBorrower.

Release of Lease Termination Rollover Funds. (a) Lender shall direct Agent shall to disburse to Borrower the Lease Termination Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Agent Lender at least ten five (105) days Business Days prior to the date on which Borrower requests such payment be made and (A) specifies the tenant improvement costs, costs and leasing commissions and/or Capital Expenditures to be paid for the Termination Space or with respect (B) specifies the amount by which the rent expected to be obtained by Borrower for the Termination Space during the next succeeding calendar month pursuant to the Lease or Leases for such Termination SpaceSpace (a “Replacement Lease”) is less than the amount of monthly rent received from the previous Tenant in the Termination Space pursuant to its Lease prior to such termination (the “Rent Deficiency”), (ii) on the date such request is received by Agent Lender and on the date such payment is to be made, no Monetary Default or Event of Default shall exist and remain uncured, (iii) Agent if disbursements are to be used for tenant improvements, Lender shall have received reviewed and, to if the extent required hereby, approved, or is deemed to have approved in accordance with Section 4.1.11, the new Replacement Lease shall constitute a Major Lease or Leasesif such Lease shall provide for tenant improvements in excess of $50.00 per rentable square foot, as applicable with respect to approved the Termination Space (collectively, the “Replacement Lease”) Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs, costs and leasing commissions and Capital Expenditurescommissions, (iv) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a budget for tenant improvement costs and Capital Expenditures and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) with respect to any Lease Termination Rollover Funds to be released by Agent for tenant improvements, leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent shall have received a certificate from Borrower an Officer’s Certificate (A) stating that all a 11 tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed in a good and workmanlike manner and in accordance in all material respects with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the Capital Expenditures to the point of the work then completedtenant improvements, if applicable, (B) identifying each Person that supplied materials or labor in connection with the tenant improvements and Capital Expenditures to be he funded by the requested disbursement, and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to AgentLender, (viv) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, at AgentLender’s reasonable optionoption and only (1) if requested in writing and (2) if the cost of the tenant improvements exceeds $2,000,000.00 and the disbursement exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (viivi) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions and Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received such other evidence as Agent Lender shall reasonably request that the tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed (as to the level for which funds are requested) and are paid for or will be paid upon such disbursement to Borrower. Agent Lender shall not be required to disburse Lease Termination Rollover Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Lease Termination Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding All Rent Deficiency disbursements made by Lender shall be deposited into the foregoing, upon receipt by Agent of evidence that, with respect to any new Replacement Lease, all tenant improvements and Capital Expenditures required to be completed Deposit Account as if such sums were received by Borrower pursuant to as Rent during the Replacement Lease, if any, have been completed and all leasing commissions required to be paid calendar-month after such request is made by Borrower with respect to the Replacement Lease, if any, have been paid, and provided that substantially all of the Termination Space has been re-let pursuant to such Replacement Lease and any other Replacement Lease(s) and no Monetary Default or Event of Default then exists, Agent shall disburse to Borrower the Lease Termination Funds on deposit with respect to such Termination SpaceBorrower.

Release of Lease Termination Rollover Funds. (a) Lender shall direct Agent shall to disburse to the applicable Borrower the Lease Termination Rollover Funds upon satisfaction by the requesting Borrower of each of the following conditions: (i) the requesting Borrower shall submit a written request for payment to Agent Lender at least ten (10) days prior to the date on which such Borrower requests such payment be made and (A) specifies the tenant improvement costs, costs and leasing commissions and/or Capital Expenditures to be paid for the Termination Space or with respect (B) specifies the amount by which the rent expected to be obtained by such Borrower for the Termination Space during the next succeeding calendar month pursuant to the Lease or Leases for such Termination SpaceSpace (a “Replacement Lease”) is less than the amount of monthly rent received from the previous Tenant in the Termination Space pursuant to its Lease prior to such termination (the “Rent Deficiency”), (ii) on the date such request is received by Agent Lender and on the date such payment is to be made, no Monetary Default or Event of Default shall exist and remain uncured, (iii) Agent shall have received and, to the extent required hereby, approved, or is deemed to have approved in accordance with Section 4.1.11, the new Replacement Lease or Leases, as applicable with respect to the Termination Space (collectively, the “Replacement Lease”) in respect of which such Borrower is obligated to pay or reimburse certain tenant improvement costs, costs and leasing commissions and Capital Expendituresshall (A) have been approved or deemed approved by Lender pursuant to the terms of this Agreement or (B) not be subject to Lender approval pursuant to the terms of this Agreement, (iv) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a budget for tenant improvement costs and Capital Expenditures and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a certificate an Officer’s Certificate from Borrower (A) stating that all tenant improvements and Capital Expenditures at the applicable Individual Property to be funded by the requested disbursement have been substantially completed in a good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the Capital Expenditures to the point of the work then completedExpenditures, (B) identifying each Person the general contractor and material subcontractors and suppliers that supplied materials or labor in connection with the tenant improvements and Capital Expenditures performed at such Individual Property to be funded by the requested disbursement, and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to AgentLender, (vi) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, at AgentLender’s reasonable option, a title search for the such Individual Property for which Lease Termination Rollover Funds are being disbursed indicating that the such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (vii) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions and Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received such other evidence as Agent Lender shall reasonably request that the tenant improvements and Capital Expenditures at the such Individual Property to be funded by the requested disbursement have been substantially completed (as to the level for which funds are requested) and are paid for or will be paid upon such disbursement to the Borrower. Agent Lender shall not be required to disburse Lease Termination Rollover Funds more frequently than once each calendar month, or with respect to any Individual Property, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Lease Termination Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding All Rent Deficiency disbursements made by Lender shall be deposited into the foregoing, upon receipt Deposit Account as if such sums were received by Agent of evidence that, with respect to any new Replacement Lease, all tenant improvements and Capital Expenditures required to be completed Borrowers as Rent during the calendar month after such request is made by Borrower pursuant to the Replacement Lease, if any, have been completed and all leasing commissions required to be paid by Borrower with respect to the Replacement Lease, if any, have been paid, and provided that substantially all of the Termination Space has been re-let pursuant to such Replacement Lease and any other Replacement Lease(s) and no Monetary Default or Event of Default then exists, Agent shall disburse to Borrower the Lease Termination Funds on deposit with respect to such Termination SpaceBorrower.

Release of Lease Termination Rollover Funds. (a) Lender shall direct Agent shall to disburse to Borrower the Lease Termination Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Agent Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and (A) specifies the tenant improvement costs, costs and leasing commissions and/or Capital Expenditures to be paid for the Termination Space or with respect (B) specifies the amount by which the rent expected to be obtained by Borrower for the Termination Space during the next succeeding calendar month pursuant to the Lease or Leases for such Termination SpaceSpace (a “Replacement Lease”) is less than the amount of monthly rent received from the previous Tenant leasing the Termination Space pursuant to its Lease prior to such termination (the “Rent Deficiency”), (ii) on the date such request is received by Agent Lender and on the date such payment is to be made, no Monetary Default or Event of Default shall exist and remain uncured, (iii) Agent Lender shall have received reviewed and, to the extent required hereby, approved, or is deemed to have reasonably approved in accordance with Section 4.1.11, the new Replacement Lease or Leases, as applicable with respect to the Termination Space (collectively, the “Replacement Lease”) in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs, costs and leasing commissions and Capital Expenditurescommissions, (iv) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a budget for tenant improvement costs and Capital Expenditures and a schedule of leasing commissions commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a certificate from Borrower (A) stating that all tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed in a good and workmanlike manner and materially in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the Capital Expenditures tenant improvements to be funded by the point of the work then completedrequested disbursement, (B) identifying each Person that supplied materials or labor in connection with the tenant improvements and Capital Expenditures to be funded by the requested disbursement, and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to AgentLender, (vi) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, at AgentLender’s reasonable option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (vii) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions and Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received such other evidence as Agent Lender shall reasonably request that the tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed (as to the level for which funds are requested) and are paid for or will be paid upon such disbursement to Borrower. Agent Lender shall not be required to disburse Lease Termination Rollover Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Lease Termination Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding All Rent Deficiency disbursements made by Lender shall be deposited into the foregoing, upon receipt by Agent of evidence that, with respect to any new Replacement Lease, all tenant improvements and Capital Expenditures required to be completed Clearing Account as if such sums were received by Borrower pursuant to as Rent during the Replacement Lease, if any, have been completed and all leasing commissions required to be paid calendar month after such request is made by Borrower with respect to the Replacement Lease, if any, have been paid, and provided that substantially all of the Termination Space has been re-let pursuant to such Replacement Lease and any other Replacement Lease(s) and no Monetary Default or Event of Default then exists, Agent shall disburse to Borrower the Lease Termination Funds on deposit with respect to such Termination SpaceBorrower.

Release of Lease Termination Rollover Funds. (a) Lender shall direct Agent shall to disburse to Borrower the Lease Termination Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Agent Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and (A) specifies the tenant improvement costs, leasing commissions and/or Capital Expenditures and other leasing costs to be paid for the Termination Space or with respect (B) specifies the amount by which the rent expected to be obtained by Borrower for the Termination Space during the next succeeding calendar month pursuant to the Lease or Leases (if any) for such Termination SpaceSpace (a “Replacement Lease”) is less than the amount of monthly rent received from the previous Tenant in the Termination Space pursuant to its Lease prior to such termination (the “Rent Deficiency”), (ii) on the date such request is received by Agent Lender and on the date such payment is to be made, no Monetary Default or Event of Default shall exist and remain uncured, (iii) Agent Lender shall have received andapproved, to the extent required herebyby Section 4.1.9 hereof, approved, the Replacement Lease (or is such Replacement Lease shall have been deemed to have approved in accordance with Section 4.1.114.1.9 hereof), the new Lease or Leases, as applicable with respect to the Termination Space (collectively, the “Replacement Lease”) in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs, costs and leasing commissions and Capital Expenditurescommissions, (iv) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a budget for tenant improvement costs and Capital Expenditures and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a certificate from Borrower (A) stating that all tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed in a good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the Capital Expenditures to the point of the work then completedtenant improvements, (B) identifying each Person that supplied materials or labor in connection with the tenant improvements and Capital Expenditures to be funded by the requested disbursement, and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursementdisbursement for work performed to date subject to applicable retainage (if any), such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to AgentLender (which may be conditional as to the requested disbursement), (vi) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, at AgentLender’s reasonable option, if the disbursement is in excess of $100,000, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender other than Permitted Encumbrances and (vii) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, leasing commissions and Capital Expenditures improvements pursuant to a Replacement Lease, Agent Lender shall have received such other evidence as Agent Lender shall reasonably request that the tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed (as to the level for which funds are requested) and are paid for or will be paid upon such disbursement to BorrowerBorrower (subject to retainage amounts, if applicable). Agent Lender shall not be required to disburse Lease Termination Rollover Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Lease Termination Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding All Rent Deficiency disbursements made by Lender shall be deposited into the foregoing, upon receipt by Agent of evidence that, with respect to any new Replacement Lease, all tenant improvements and Capital Expenditures required to be completed Clearing Account as if such sums were received by Borrower pursuant to as Rent during the Replacement Lease, if any, have been completed and all leasing commissions required to be paid calendar month after such request is made by Borrower with respect to the Replacement Lease, if any, have been paid, and provided that substantially all of the Termination Space has been re-let pursuant to such Replacement Lease and any other Replacement Lease(s) and no Monetary Default or Event of Default then exists, Agent shall disburse to Borrower the Lease Termination Funds on deposit with respect to such Termination SpaceBorrower.

Release of Lease Termination Rollover Funds. (a) Agent shall disburse to Borrower the Lease Termination Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Agent at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs, leasing commissions and/or Capital Expenditures to be paid for or with respect to the Termination Space, (ii) on the date such request is received by Agent and on the date such payment is to be made, no Monetary Default or Event of Default shall exist and remain uncured, (iii) Agent shall have received and, to the extent required hereby, approved, or is deemed to have approved in accordance with Section 4.1.11, the new Lease or Leases, as applicable with respect to the Termination Space (collectively, the “Replacement Lease”) in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs, leasing commissions and Capital Expenditures, (iv) with respect to any Lease Termination Rollover Funds to be released by Agent for tenant improvements, leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent shall have received a budget for tenant improvement costs and Capital Expenditures and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) with respect to any Lease Termination Rollover Funds to -106- be released by Agent for tenant improvements, leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent shall have received a certificate from Borrower (A) stating that all tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed in a good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the Capital Expenditures to the point of the work then completed, (B) identifying each Person that supplied materials or labor in connection with the tenant improvements and Capital Expenditures to be funded by the requested disbursement, and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to Agent, (vi) with respect to any Lease Termination Rollover Funds to be released by Agent for tenant improvements, leasing commissions or Capital Expenditures pursuant to a Replacement Lease, at Agent’s reasonable option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (vii) with respect to any Lease Termination Rollover Funds to be released by Agent for tenant improvements, leasing commissions and Capital Expenditures pursuant to a Replacement Lease, Agent shall have received such other evidence as Agent shall reasonably request that the tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed (as to the level for which funds are requested) and are paid for or will be paid upon such disbursement to Borrower. Agent shall not be required to disburse Lease Termination Rollover Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Lease Termination Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, upon receipt by Agent of evidence that, with respect to any new Replacement Lease, all tenant improvements and Capital Expenditures required to be completed by Borrower pursuant to the Replacement Lease, if any, have been completed and all leasing commissions required to be paid by Borrower with respect to the Replacement Lease, if any, have been paid, and provided that substantially all of the Termination Space has been re-let pursuant to such Replacement Lease and any other Replacement Lease(s) and no Monetary Default or Event of Default then exists, Agent shall disburse to Borrower the Lease Termination Funds on deposit with respect to such Termination Space.

Release of Lease Termination Rollover Funds. (a) Lender shall direct Agent shall to disburse to Borrower the Lease Termination Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Agent Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and (A) specifies the tenant improvement costs, leasing commissions and/or Capital Expenditures other leasing costs to be paid for the Termination Space or with respect (B) specifies the amount by which the rent expected to be obtained by Borrower for the Termination Space during the next succeeding calendar month pursuant to the Lease or Leases (if any) for such Termination SpaceSpace (a “Termination Space Replacement Lease”) is less than the amount of monthly rent received from the previous Tenant in the Termination Space pursuant to its Lease prior to such termination (the “Rent Deficiency”), (ii) on the date such request is received by Agent Lender and on the date such payment is to be made, no Monetary Default or Event of Default shall exist and remain uncured, (iii) Agent Lender shall have received andapproved, to the extent required herebyby Section 4.1.9 hereof, approved, the Termination Space Replacement Lease (or is such Termination Space Replacement Lease shall have been deemed to have approved in accordance with Section 4.1.114.1.9 hereof), the new Lease or Leases, as applicable with respect to the Termination Space (collectively, the “Replacement Lease”) in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs, leasing commissions and Capital Expendituresand/or other leasing costs specified in its request for payment (or, in the case of free rent, in respect of which Borrower is obligated to provide free rent specified in its request for payment), (iv) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvementsimprovements required to be performed by Borrower, leasing commissions or Capital Expenditures other leasing costs pursuant to a Termination Space Replacement Lease, Agent Lender shall have received a budget for such tenant improvement costs and Capital Expenditures and a reasonably detailed schedule of leasing commissions payments and other leasing costs (including free rent, if any) and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, leasing commissions or Capital Expenditures improvements required to be performed by Borrower pursuant to a Termination Space Replacement Lease, Agent Lender shall have received a certificate from Borrower (A) stating that all such tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed in a good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the Capital Expenditures to the point of the work then completedsuch tenant improvements, (B) identifying each Person that supplied materials or labor in connection with the tenant improvements and Capital Expenditures to be funded by the requested disbursement, and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursementdisbursement for work performed to date subject to applicable retainage (if any), such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to AgentLender (which may be conditional as to the requested disbursement), (vi) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, leasing commissions or Capital Expenditures improvements required to be performed by Borrower pursuant to a Termination Space Replacement Lease, at AgentLender’s reasonable option, if the disbursement is in excess of $250,000, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender other than Permitted Encumbrances and (vii) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, leasing commissions and Capital Expenditures improvements required to be performed by Borrower pursuant to a Termination Space Replacement Lease, Agent Lender shall have received such other evidence as Agent Lender shall reasonably request that the tenant improvements and Capital Expenditures at the Property to be funded by the requested disbursement have been substantially completed (as to the level for which funds are requested) and are paid for or will be paid upon such disbursement to BorrowerBorrower (subject to retainage amounts, if applicable). Agent Lender shall not be required to disburse Lease Termination Rollover Funds more frequently than once each calendar month, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Lease Termination Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding All Rent Deficiency disbursements made by Lender shall be deposited into the foregoing, upon receipt by Agent of evidence that, with respect to any new Replacement Lease, all tenant improvements and Capital Expenditures required to be completed Clearing Account as if such sums were received by Borrower pursuant to as Rent during the Replacement Lease, calendar month after such request is made by Borrower. All disbursements of Lease Termination Rollover Funds made by Lender in respect of any free rent shall be deposited into the Clearing Account as if any, have been completed and all leasing commissions required to be paid such sums were received by Borrower with respect to as Rent during the Replacement Lease, if any, have been paid, and provided that substantially all of the Termination Space has been re-let pursuant to calendar month after such Replacement Lease and any other Replacement Lease(s) and no Monetary Default or Event of Default then exists, Agent shall disburse to Borrower the Lease Termination Funds on deposit with respect to such Termination Spacerequest is made by Borrower.

Release of Lease Termination Rollover Funds. (a) Lender shall direct Agent shall to disburse to the applicable Borrower the Lease Termination Rollover Funds upon satisfaction by the requesting Borrower of each of the following conditions: (i) the requesting Borrower shall submit a written request for payment to Agent Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and (A) specifies the tenant improvement costs, costs and leasing commissions and/or Capital Expenditures to be paid for the Termination Space or with respect (B) specifies the amount by which the rent expected to be obtained by Borrower for the Termination Space during the next succeeding calendar month pursuant to the Lease or Leases for such Termination SpaceSpace (a “Replacement Lease”) is less than the amount of monthly rent received from the previous Tenant in the Termination Space pursuant to its Lease prior to such termination (the “Rent Deficiency”), (ii) on the date such request is received by Agent Lender and on the date such payment is to be made, no Monetary Default or Event of Default shall exist and remain uncured, (iii) Agent shall have received and, to the extent required hereby, approved, or is deemed to have approved in accordance with Section 4.1.11, the new Replacement Lease or Leases, as applicable with respect to the Termination Space (collectively, the “Replacement Lease”) in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs, costs and leasing commissions and Capital Expendituresshall (A) have been approved or deemed approved by Lender pursuant to the terms of this Agreement or (B) not be subject to Lender approval pursuant to the terms of this Agreement, (iv) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a budget for tenant improvement costs and Capital Expenditures and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a certificate an Officer’s Certificate from Borrower (A) stating that all tenant improvements and Capital Expenditures at the applicable Individual Property to be funded by the requested disbursement have been substantially completed in a good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the Capital Expenditures to the point of the work then completedExpenditures, (B) identifying each Person the general contractor and material subcontractors and suppliers that supplied materials or labor in connection with the tenant improvements and Capital Expenditures performed at such Individual Property to be funded by the requested disbursement, and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to AgentLender, (vi) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, at AgentLender’s reasonable option, a title search for the such Individual Property for which Lease Termination Rollover Funds are being disbursed indicating that the such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (vii) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions and Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received such other evidence as Agent Lender shall reasonably request that the tenant improvements and Capital Expenditures at the such Individual Property to be funded by the requested disbursement have been substantially completed (as to the level for which funds are requested) and are paid for or will be paid upon such disbursement to the Borrower. Agent Lender shall not be required to disburse Lease Termination Rollover Funds more frequently than once each calendar month, or with respect to any Individual Property, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Lease Termination Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding All Rent Deficiency disbursements made by Lender shall be deposited into the foregoing, upon receipt by Agent of evidence that, with respect to any new Replacement Lease, all tenant improvements and Capital Expenditures required to be completed Deposit Account as if such sums were received by Borrower pursuant to as Rent during the Replacement Lease, if any, have been completed and all leasing commissions required to be paid calendar month after such request is made by Borrower with respect to the Replacement Lease, if any, have been paid, and provided that substantially all of the Termination Space has been re-let pursuant to such Replacement Lease and any other Replacement Lease(s) and no Monetary Default or Event of Default then exists, Agent shall disburse to Borrower the Lease Termination Funds on deposit with respect to such Termination SpaceBorrower.

Release of Lease Termination Rollover Funds. (a) Lender shall direct Agent shall to disburse to the applicable Borrower the Lease Termination Rollover Funds upon satisfaction by the requesting Borrower of each of the following conditions: (i) the requesting Borrower shall submit a written request for payment to Agent Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and (A) specifies the tenant improvement costs, costs and leasing commissions and/or Capital Expenditures to be paid for the Termination Space or with respect (B) specifies the amount by which the rent expected to be obtained by Borrower for the Termination Space during the next succeeding calendar month pursuant to the Lease or Leases for such Termination SpaceSpace (a “Replacement Lease”) is less than the amount of monthly rent received from the previous Tenant in the Termination Space pursuant to its Lease prior to such termination (the “Rent Deficiency”), (ii) on the date such request is received by Agent Lender and on the date such payment is to be made, no Monetary Default or Event of Default shall exist and remain uncured, (iii) Agent shall have received and, to the extent required hereby, approved, or is deemed to have approved in accordance with Section 4.1.11, the new Replacement Lease or Leases, as applicable with respect to the Termination Space (collectively, the “Replacement Lease”) in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs, costs and leasing commissions and Capital Expendituresshall (A) have been approved or deemed approved by Lender pursuant to the terms of this Agreement or (B) not be subject to Lender approval pursuant to the terms of this Agreement, (iv) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a budget for tenant improvement costs and Capital Expenditures and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received a certificate an Officer’s Certificate from Borrower (A) stating that all tenant improvements and Capital Expenditures at the Individual Property to be funded by the requested disbursement have been substantially completed in a good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the Capital Expenditures to the point of the work then completedExpenditures, (B) identifying each Person the general contractor and material subcontractors and suppliers that supplied materials or labor in connection with the tenant improvements and Capital Expenditures performed at the Individual Property to be funded by the requested disbursement, and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to AgentLender, (vi) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions or Capital Expenditures pursuant to a Replacement Lease, at AgentLender’s reasonable option, a title search for the Individual Property for which Lease Termination Rollover Funds are being disbursed indicating that the Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (vii) with respect to any Lease Termination Rollover Funds to be released by Agent Lender for tenant improvements, improvements or leasing commissions and Capital Expenditures pursuant to a Replacement Lease, Agent Lender shall have received such other evidence as Agent Lender shall reasonably request that the tenant improvements and Capital Expenditures at the Individual Property to be funded by the requested disbursement have been substantially completed (as to the level for which funds are requested) and are paid for or will be paid upon such disbursement to the Borrower. Agent Lender shall not be required to disburse Lease Termination Rollover Funds more frequently than once each calendar month, or with respect to the Individual Property, unless such requested disbursement is in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Lease Termination Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding All Rent Deficiency disbursements made by Lender shall be deposited into the foregoing, upon receipt by Agent of evidence that, with respect to any new Replacement Lease, all tenant improvements and Capital Expenditures required to be completed Deposit Account as if such sums were received by Borrower pursuant to as Rent during the Replacement Lease, if any, have been completed and all leasing commissions required to be paid calendar month after such request is made by Borrower with respect to the Replacement Lease, if any, have been paid, and provided that substantially all of the Termination Space has been re-let pursuant to such Replacement Lease and any other Replacement Lease(s) and no Monetary Default or Event of Default then exists, Agent shall disburse to Borrower the Lease Termination Funds on deposit with respect to such Termination SpaceBorrower.