Common use of Withdrawal of Rollover Reserve Funds Clause in Contracts

Withdrawal of Rollover Reserve Funds. Lender shall make disbursements from the Rollover Reserve Funds for Approved Leasing Expenses incurred by Borrower in connection with Leases entered into in accordance with the terms hereof upon satisfaction by Borrower of each of the following conditions with respect to each such disbursement: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of invoices for the amounts requested; (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (E) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables relating to the Approved Leasing Expenses (other than those to be paid from the requested disbursement) have been paid in full, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii) if required by Lender for requests in excess of $10,000 for a single item, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement, except for the final draw for any Lease. Lender may require an inspection of the applicable Property at Borrower’s expense prior to making a monthly disbursement in order to verify completion of improvements in excess of $50,000 for which reimbursement is sought.

Withdrawal of Rollover Reserve Funds. (a) Provided that no Event of Default shall exist and remain uncured, Lender shall make disbursements from the Rollover Reserve Funds for Approved Leasing Expenses incurred by Borrower Borrowers, as requested in connection writing by Borrowers, for the Tower Parcel other than the Gas Company Space (or, if no Gas Company Reserve Funds are on deposit with Leases entered into Lender, for the Gas Company Space) as requested, in accordance with the terms hereof upon satisfaction writing by Borrower Borrowers on a monthly basis in increments of each no less than $25,000.00, within five (5) Business Days after delivery by Borrowers of the following conditions with respect to each such disbursement: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten accompanied by: (10a) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of invoices for the amounts requested; requested for tenant improvements and leasing commissions and with respect to Approved Leasing Expenses under new Leases or Lease renewals or modifications, the newly executed Lease or the newly executed Lease extension, renewal, or modification, (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from for each Borrower (Ai) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (Bii) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (Ciii) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (Div) stating that each such Person has been paid in full or will be paid in full upon such disbursementdisbursement for work or services completed and/or materials furnished, (Ev) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (Fvi) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (Gvii) stating that all outstanding trade payables relating which relate to the Leases for which Approved Leasing Expenses are then to be paid (other than those to be paid from the requested disbursementdisbursement or those constituting permitted Indebtedness under this Agreement) have been paid in full, and (iiviii) a copy of any license, permit or other approval by any Governmental Authority required in connection with stating that the related tenant improvements and not previously delivered to Lenderhave been paid in full or will be paid for in full from the requested disbursement or a certification for leasing commission disbursements stating that such leasing commission has been paid in full or will be paid for in full from the requested disbursement, (iiic) lien waivers, if required by Lender for requests in excess of $10,000 for a single itemapplicable, lien waivers and release or other evidence of payment satisfactory to Lender and releases the Title Company from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (vd) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to BorrowerBorrowers. Any disbursement by Lender hereunder in excess of $25,000.00 and not already paid for by Borrowers shall make disbursements as requested be made by Borrower on a monthly basis joint check, payable to Borrowers and the applicable contractor, supplier, materialman, mechanic, subcontractor, broker or other party to whom payment is due in increments of no less than $5,000 per connection with such disbursement, except for the final draw for any Lease. Lender may require an inspection of the applicable Property at Borrower’s Borrowers’ expense prior to making a monthly disbursement in order to verify completion compliance with the requirements of improvements in excess of $50,000 this Section 7.4.2. For so long as Gas Company Reserve Funds are on deposit with Lender, requests for which reimbursement is soughtdisbursements to pay Approved Leasing Expenses for the Gas Company Space shall be made from the Gas Company Reserve Funds, and not from Rollover Reserve Funds.

Withdrawal of Rollover Reserve Funds. Lender shall make disbursements from the Rollover Reserve Funds for Approved Leasing Expenses incurred by Borrower in connection with Leases entered into in accordance with the terms hereof upon satisfaction by Borrower of each of the following conditions with respect to each such disbursement: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of paid invoices for the amounts requested; (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (E) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables costs and expenses relating to the Approved Leasing Expenses applicable Lease for which such disbursement is requested (other than those to be paid from the requested disbursement) have been paid in full, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii) if required by Lender for requests in excess of $10,000 65,000 for a single item, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv) if such disbursement is the final disbursement of Rollover Reserve Funds with respect to a particular Tenant, Lender shall, at Lender’s option, a title search for applicable the Property indicating that such the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement, except for the final draw for any Lease. Lender may require an inspection of the applicable Property at Borrower’s expense prior to making a monthly disbursement in order to verify completion of improvements in excess of $50,000 350,000 for which reimbursement is sought.

Withdrawal of Rollover Reserve Funds. Lender shall make disbursements from the Rollover Reserve Funds Fund for Approved Leasing Expenses tenant improvement and leasing commission obligations incurred by Borrower Borrower, provided that the Initial Rollover Deposit shall be used solely for new leases acceptable to Lender for the 103,470 square feet of St. Paul Fire and Marine space that is currently master leased to Rice Paxx Xssociates, LLC (the "ST. PAUL SPACE"). All such expenses shall be approved by Lender in connection with Leases entered into its coxxxxcially reasonable discretion, except that Lender's approval of such expenses shall not be required (a) if Lender has separately approved (but was not deemed to have approved) the related Lease in accordance with the terms hereof provisions of SECTION 5.1.20 of this Agreement or (b) with respect to tenant improvement expenses that are less than $22.00 per square foot. Lender shall make disbursements as requested by Borrower (or by Property Manager on behalf of Borrower) on a monthly basis in increments of no less than $5,000.00 upon satisfaction delivery by Borrower of each of the following conditions with respect to each such disbursement: (a) Borrower shall submit Lender’s 's standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of paid invoices for the amounts requested; (b) on the date such request is received by Lender and on the date such payment is to be maderequested and, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (E) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables relating to the Approved Leasing Expenses (other than those to be paid from the requested disbursement) have been paid in full, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii) if required by Lender for requests in excess of $10,000 for a single itemLender, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement, except for the final draw for any Lease. Lender may require an inspection of the applicable Property at Borrower’s 's expense prior to making a monthly disbursement in order to verify completion of improvements in excess of $50,000 for which reimbursement is sought. Additionally, disbursements of Rollover Reserve Funds for leasing commissions shall be limited as follows: (a) four percent (4%) of base rent for new Leases that are not co-brokered; (b) two percent (2%) of base rent for Lease expansions, extensions and renewals that are not co-brokered; and (c) six percent (6%) of base rent for Leases that are co-brokered (provided the commission is shared with such co-broker). The amount of the Initial Deposit remaining on deposit with Lender is not required to exceed $43.50 per square foot of St. Paul Space that remains unleased. Accordingly, after the payment of axx xelated tenant improvement and leasing commission obligations incurred by Borrower for the leasing of any portion of the St. Paul Space, any excess portion of the Initial Deposit which exceeds $00.00 per square foot of unleased St. Paul Space shall be disbursed to Borrower.

Withdrawal of Rollover Reserve Funds. Provided no Material Event of Default hereunder exists, Lender shall make disbursements from the Rollover Reserve Funds Fund for Approved Leasing Expenses incurred by Borrower in connection with Leases entered into in accordance with the terms hereof upon satisfaction by Borrower of each of the following conditions with respect to each such disbursement: (a) Borrower shall submit Lender’s standard form of draw request Borrower; provided that, disbursements for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and Unfunded Obligations shall be accompanied by copies of invoices in the amounts and for the amounts requested; (b) obligations specified on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (E) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables relating to the Approved Leasing Expenses (other than those to be paid from the requested disbursement) have been paid in full, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii) if required by Lender for requests in excess of $10,000 for a single item, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to BorrowerSchedule 4.1.26-B hereto. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement, except 5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the final draw amounts requested and, if required by Lender for any Leaseexpenses in the aggregate for any Individual Property in excess of $250,000.00, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. With respect to any tenant improvements, Lender may require an inspection of the applicable Property Properties at Borrower’s expense prior to making a monthly disbursement in order to verify completion of improvements in excess of $50,000 for which reimbursement is sought. Notwithstanding the foregoing, provided no Material Event of Default hereunder exists, Lender shall disburse the KBR OpEx Deposits from the Rollover Reserve Fund promptly upon satisfaction by Borrower of each of the following conditions: (i) the reconciliation of the KBR OpEx Deposits is provided by Borrower to KBR in accordance with the KBR Lease and KBR agrees with such reconciliation amount, (ii) Borrower has delivered to Lender evidence reasonably satisfactory to Lender that such reconciliation is complete, and (iii) Lender shall have received an Officer’s Certificate stating that the conditions set forth in the preceding clauses (i) and (ii) are true and correct. Promptly following such disbursement, Borrower shall deliver to Lender evidence reasonably satisfactory to Lender that the reconciliation amount has been disbursed to KBR in accordance with the KBR Lease.”

Withdrawal of Rollover Reserve Funds. Lender shall make disbursements from the Rollover Reserve Funds Fund for Approved Leasing Expenses tenant improvement and leasing commission obligations incurred by Borrower Borrower. All such expenses shall be approved by Lender in connection with Leases entered into its commercially reasonable discretion, except that Lender's approval of such expenses shall not be required (a) if Lender has separately approved (but was not deemed to have approved) the related Lease in accordance with the terms hereof provisions of SECTION 5.1.20 of this Agreement or (b) with respect to tenant improvement expenses that are less than $22.00 per square foot. Lender shall make disbursements as requested by Borrower (or by Property Manager on behalf of Borrower) on a monthly basis in increments of no less than $5,000.00 upon satisfaction delivery by Borrower of each of the following conditions with respect to each such disbursement: (a) Borrower shall submit Lender’s 's standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of paid invoices for the amounts requested; (b) on the date such request is received by Lender and on the date such payment is to be maderequested and, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (E) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables relating to the Approved Leasing Expenses (other than those to be paid from the requested disbursement) have been paid in full, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii) if required by Lender for requests in excess of $10,000 for a single itemLender, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement, except for the final draw for any Lease. Lender may require an inspection of the applicable Property at Borrower’s 's expense prior to making a monthly disbursement in order to verify completion of improvements in excess of $50,000 for which reimbursement is sought. Additionally, disbursements of Rollover Reserve Funds for leasing commissions shall be limited as follows: (a) four percent (4%) of base rent for new Leases that are not co-brokered; (b) two percent (2%) of base rent for Lease expansions, extensions and renewals that are not co-brokered; and (c) six percent (6%) of base rent for Leases that are co-brokered (provided the commission is shared with such co-broker).

Withdrawal of Rollover Reserve Funds. Except as set forth in the last sentence of this SECTION 7.4.2, Lender shall make disbursements from the Rollover Reserve Funds Fund for Approved Leasing Expenses tenant improvement and leasing commission obligations incurred by Borrower. All such expenses shall be approved by Lender in its sole discretion. Lender shall make disbursements as requested by Borrower (or by Property Manager on behalf of Borrower) on a quarterly basis in connection with Leases entered into in accordance with the terms hereof increments of no less than $5,000.00 upon satisfaction delivery by Borrower of each of the following conditions with respect to each such disbursement: (a) Borrower shall submit Lender’s 's standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of paid invoices for the amounts requested; (b) on the date such request is received by Lender and on the date such payment is to be maderequested and, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (E) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables relating to the Approved Leasing Expenses (other than those to be paid from the requested disbursement) have been paid in full, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii) if required by Lender for requests in excess of $10,000 for a single itemLender, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement, except for the final draw for any Lease. Lender may require an inspection of the applicable Property at Borrower’s 's expense prior to making a monthly quarterly disbursement in order to verify completion of improvements in excess of $50,000 for which reimbursement is sought. In no event shall Lender be required to disburse Rollover Reserve Funds in excess of $15.00 per square foot for tenant improvements unless Lender, in its sole discretion, agrees to make a disbursement in excess of such amount. Additionally, disbursements of Rollover Reserve Funds for leasing commissions shall be limited as follows: (a) four percent (4%) of base rent for new Leases that are not co-brokered; (b) two percent (2%) of base rent for Lease expansions, extensions and renewals that are not co- brokered; and (c) six percent (6%) of base rent for Leases that are co-brokered (provided the commission is shared with such co-broker). Lender shall also disburse up to $300,000 from the initial deposit to the Rollover Reserve Fund for Required Repairs in the same manner as disbursements from the Required Repair Fund pursuant to SECTION 7.1.2 above.

Withdrawal of Rollover Reserve Funds. (a) Provided that no Event of Default shall exist and remain uncured, Lender shall make disbursements from the Rollover Reserve Funds for Approved Leasing Expenses incurred by Borrower Borrowers, as requested in connection writing by Borrowers, for the Tower Parcel other than the Gas Company Space (or, if no Gas Company Reserve Funds are on deposit with Leases entered into Lender, for the Gas Company Space) as requested, in accordance with the terms hereof upon satisfaction writing by Borrower Borrowers on a monthly basis in increments of each no less than $25,000.00, within five (5) Business Days after delivery by Borrowers of the following conditions with respect to each such disbursement: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten accompanied by: (10a) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of invoices for the amounts requested; requested for tenant improvements and leasing commissions and with respect to Approved Leasing Expenses under new Leases or Lease renewals or modifications, the newly executed Lease or the newly executed Lease extension, renewal, or modification, (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from for each Borrower (Ai) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (Bii) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (Ciii) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (Div) stating that each such Person has been paid in full or will be paid in full upon such disbursementdisbursement for work or services completed and/or materials furnished, (Ev) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (Fvi) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (Gvii) stating that all outstanding trade payables relating which relate to the Leases for which Approved Leasing Expenses are then to be paid (other than those to be paid from the requested disbursementdisbursement or those constituting permitted Indebtedness under this Agreement) have been paid in full, and (iiviii) a copy of any license, permit or other approval by any Governmental Authority required in connection with stating that the related tenant improvements and not previously delivered to Lenderhave been paid in full or will be paid for in full from the requested disbursement or a certification for leasing commission disbursements stating that such leasing commission has been paid in full or will be paid for in full from the requested disbursement, (iiic) lien waivers, if required by Lender for requests in excess of $10,000 for a single itemapplicable, lien waivers and release or other evidence of payment satisfactory to Lender and releases the Title Company from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (vd) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to BorrowerBorrowers. Any disbursement by Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement, except for the final draw for any Lease. Lender may require an inspection of the applicable Property at Borrower’s expense prior to making a monthly disbursement in order to verify completion of improvements hereunder in excess of $50,000 25,000.00 and not already paid for which reimbursement by Borrowers shall be made by joint check, payable to Borrowers and the applicable contractor, supplier, materialman, mechanic, subcontractor, broker or other party to whom payment is sought.due in connection with such

Withdrawal of Rollover Reserve Funds. Lender shall make disbursements from the Rollover Reserve Funds Fund for Approved Leasing Expenses tenant improvement and leasing commission obligations incurred by Borrower Borrower. All such expenses shall be approved by Lender in connection with Leases entered into its commercially reasonable discretion, except that Lender's approval of such expenses shall not be required (a) if Lender has separately approved (but was not deemed to have approved) the related Lease in accordance with the terms hereof upon satisfaction by Borrower provisions of each SECTION 5.1.20 of the following conditions this Agreement or (b) with respect to each such disbursement: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of invoices for the amounts requested; (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from Borrower (A) stating tenant improvement expenses that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (E) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables relating to the Approved Leasing Expenses (other less than those to be paid from the requested disbursement) have been paid in full, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii) if required by Lender for requests in excess of $10,000 for a single item, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower25.00 per square foot. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement, except 5,000.00 upon delivery by Borrower of Lender's standard form of draw request accompanied by copies of paid invoices for the final draw for any Leaseamounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Property Properties at Borrower’s 's expense prior to making a monthly disbursement in order to verify completion of improvements in excess of $50,000 for which reimbursement is sought. Any Lease Termination Fee shall be applied first to tenant improvement and leasing commission obligations incurred in connection with the reletting of the space for which such Lease Termination Fee was paid pursuant to a Lease approved by Lender in accordance with the provisions of this Agreement, and any remaining portion of such Lease Termination Fee shall be released to Borrower provided that no Event of Default exists and Lender shall have received a tenant estoppel certificate in form and substance reasonably satisfactory to Lender.

Withdrawal of Rollover Reserve Funds. Provided that no Event of Default shall exist and remain uncured, Lender shall make disbursements from the Rollover Reserve Funds for Approved Leasing Expenses or Existing Approved Leasing Expenses incurred by Borrower, for portions of the Property other than the Xxxxxxx Xxxxxx Space (or, if no Xxxxxxx Xxxxxx Reserve Funds are on deposit with Lender, for the Xxxxxxx Xxxxxx Space) as requested, in writing, by Borrower on a monthly basis in connection with Leases entered into in accordance with the terms hereof upon satisfaction increments of no less than $10,000.00 within five (5) Business Days after delivery by Borrower of each of the following conditions with respect to each such disbursement: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by (a) copies of invoices for the amounts requested; requested for tenant improvements and leasing commissions and with respect to Approved Leasing Expenses the newly executed Lease or the newly executed Lease extension, renewal, or modification, (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from Borrower (Ai) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses or Existing Approved Leasing Expenses, and a description thereof, (Bii) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (Ciii) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (Div) stating that each such Person has been paid in full or will be paid in full upon such disbursementdisbursement for work or services completed and/or materials furnished, (Ev) stating that the Approved Leasing Expenses or Existing Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (Fvi) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses or Existing Approved Leasing Expenses, and (Gvii) stating that all outstanding trade payables relating which relate to the Leases for which Approved Leasing Expenses are then to be paid (other than those to be paid from the requested disbursementdisbursement or those constituting Permitted Indebtedness) have been paid in full, and (iivii) a copy of any license, permit or other approval by any Governmental Authority required in connection with stating that the related tenant improvements and not previously delivered to Lenderhave been paid in full or will be paid for in full from the requested disbursement or a certification for leasing commission disbursements stating that such leasing commission has been paid in full or will be paid for in full from the requested disbursement, (iiic) lien waivers, if required by Lender for requests in excess of $10,000 for a single itemapplicable, lien waivers and release or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (vd) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses or Existing Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Any disbursement by Lender shall make disbursements as requested hereunder in excess of $10,000.00 and not already paid for by Borrower on a monthly basis shall be made by joint check, payable to Borrower and the applicable contractor, supplier, materialman, mechanic, subcontractor, broker or other party to whom payment is due in increments of no less than $5,000 per connection with such disbursement, except for the final draw for any Lease. Lender may require an inspection of the applicable Property at Borrower’s expense prior to making a monthly disbursement in order to verify completion compliance with the requirements of improvements this Section 7.4,2. For so long as Xxxxxxx Xxxxxx Reserve Funds are on deposit with Lender, requests for disbursements to pay Approved Leasing Expenses for the Xxxxxxx Xxxxxx Space shall be made from the Xxxxxxx Xxxxxx Reserve Funds, and not from Rollover Reserve Funds. Notwithstanding anything to the contrary contained herein, the amounts deposited in excess of $50,000 the Rollover Reserve Funds pursuant to Section 7.4.1(a)(ii) hereof shall only be used to pay for Existing Approved Leasing Expenses until all such Existing Approved Leasing Expenses have been paid in full, at which reimbursement is soughttime they may be used to pay for any Approved Leasing Expenses.

Withdrawal of Rollover Reserve Funds. Lender shall make disbursements from the Rollover Reserve Funds for Approved Leasing Expenses incurred by any Borrower in connection with Leases (including amendments thereto) entered into in accordance with the terms hereof upon satisfaction by Borrower Borrowers of each of the following conditions with respect to each such disbursement: (ai) Borrower Borrowers shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests Borrowers request such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of paid invoices for the amounts requested; (bii) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (ciii) Lender shall have reviewed and approved (or shall be deemed to have approved) the Lease giving rise to the Approved Leasing Expense to be paid; and (div) Lender shall have received (i1) an Officer’s Certificate from Borrower Borrowers (A) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be 91 funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, for work completed and/or materials furnished to date or leasing commissions owed to date, (E) stating that the portion of the Approved Leasing Expenses to be funded have under such disbursement has not been the subject of funded under a previous prior disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables relating to the Approved Leasing Expenses (other than those to be paid from the requested disbursement) have been paid in full, (ii2) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii3) if required by Lender for requests in excess of $10,000 for a single item, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv4) at Lender’s option, a title search for the applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not encumbrances, other than Permitted Encumbrances and those previously approved by Lender, and (v5) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to BorrowerBorrowers. Lender shall make disbursements as requested by Borrower Borrowers on a monthly twice per month basis in respect of all applicable Properties in increments of no less than $5,000 per disbursement, except for the final draw for any Lease. Lender may require an inspection of the applicable Property at Borrower’s Borrowers’ expense prior to making a monthly disbursement in order to verify completion of improvements improvements, having an aggregate repair cost in excess of $50,000 25,000 for which reimbursement is soughtsought relating to such Properties.

Withdrawal of Rollover Reserve Funds. Provided that no Event of Default shall exist and remain uncured, Lender shall make disbursements from the Rollover Reserve Funds for Approved Leasing Expenses or Existing Approved Leasing Expenses incurred by Borrower, for portions of the Property other than the Alaris Space (or, if no Alaris Reserve Funds are on deposit with Lender, for the Alaris Space) as requested, in writing, by Borrower on a monthly basis in connection with Leases entered into in accordance with the terms hereof upon satisfaction increments of no less than $10,000.00 within five (5) Business Days after delivery by Borrower of each of the following conditions with respect to each such disbursement: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by (a) copies of invoices for the amounts requested; requested for tenant improvements and leasing commissions and with respect to Approved Leasing Expenses the newly executed Lease or the newly executed Lease extension, renewal, or modification, (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from Borrower (Ai) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses or Existing Approved Leasing Expenses, and a description thereof, (Bii) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (Ciii) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (Div) stating that each such Person has been paid in full or will be paid in full upon such disbursementdisbursement for work or services completed and/or materials furnished, (Ev) stating that the Approved Leasing Expenses or Existing Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (Fvi) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses or Existing Approved Leasing Expenses, and (Gvii) stating that all outstanding trade payables relating which relate to the Leases for which Approved Leasing Expenses are then to be paid (other than those to be paid from the requested disbursementdisbursement or those constituting Permitted Indebtedness) have been paid in full, and (iivii) a copy of any license, permit or other approval by any Governmental Authority required in connection with stating that the related tenant improvements and not previously delivered to Lenderhave been paid in full or will be paid for in full from the requested disbursement or a certification for leasing commission disbursements stating that such leasing commission has been paid in full or will be paid for in full from the requested disbursement, (iiic) lien waivers, if required by Lender for requests in excess of $10,000 for a single itemapplicable, lien waivers and release or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (vd) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses or Existing Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Any disbursement by Lender shall make disbursements as requested hereunder in excess of $10,000.00 and not already paid for by Borrower on a monthly basis shall be made by joint check, payable to Borrower and the applicable contractor, supplier, materialman, mechanic, subcontractor, broker or other party to whom payment is due in increments of no less than $5,000 per connection with such disbursement, except for the final draw for any Lease. Lender may require an inspection of the applicable Property at Borrower’s expense prior to making a monthly disbursement in order to verify completion compliance with the requirements of improvements this Section 7.4,2. For so long as Alaris Reserve Funds are on deposit with Lender, requests for disbursements to pay Approved Leasing Expenses for the Alaris Space shall be made from the Alaris Reserve Funds, and not from Rollover Reserve Funds. Notwithstanding anything to the contrary contained herein, the amounts deposited in excess of $50,000 the Rollover Reserve Funds pursuant to Section 7.4.1(a)(ii) hereof shall only be used to pay for Existing Approved Leasing Expenses until all such Existing Approved Leasing Expenses have been paid in full, at which reimbursement is soughttime they may be used to pay for any Approved Leasing Expenses.

Withdrawal of Rollover Reserve Funds. Lender shall make disbursements from the Rollover Reserve Funds for Approved Leasing Expenses incurred by any Borrower in connection with Leases (including amendments thereto) entered into in accordance with the terms hereof upon satisfaction by Borrower Borrowers of each of the following conditions with respect to each such disbursement: (ai) Borrower Borrowers shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests Borrowers request such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of paid invoices for the amounts requested; (bii) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (ciii) Lender shall have reviewed and approved (or shall be deemed to have approved) the Lease giving rise to the Approved Leasing Expense to be paid; and (div) Lender shall have received (i1) an Officer’s Certificate from Borrower Borrowers (A) stating that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, for work completed and/or materials furnished to date or leasing commissions owed to date, (E) stating that the portion of the Approved Leasing Expenses to be funded have under such disbursement has not been the subject of funded under a previous prior disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables relating to the Approved Leasing Expenses (other than those to be paid from the requested disbursement) have been paid in full, (ii2) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii3) if required by Lender for requests in excess of $10,000 for a single item, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv4) at Lender’s option, a title search for the applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not encumbrances, other than Permitted Encumbrances and those previously approved by Lender, and (v5) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to BorrowerBorrowers. Lender shall make disbursements as requested by Borrower Borrowers on a monthly twice per month basis in respect of all applicable Properties in increments of no less than $5,000 per disbursement, except for the final draw for any Lease. Lender may require an inspection of the applicable Property at Borrower’s Borrowers’ expense prior to making a monthly disbursement in order to verify completion of improvements improvements, having an aggregate repair cost in excess of $50,000 25,000 for which reimbursement is soughtsought relating to such Properties.

Withdrawal of Rollover Reserve Funds. Lender shall make disbursements from the Rollover Reserve Funds Fund for Approved Leasing Expenses tenant improvement, leasing commission obligations, and subject to the limit set forth in Section 7.4.1 capital improvements obligations, incurred by Borrower Borrower. All such expenses shall be approved by Lender in connection with Leases entered into its commercially reasonable discretion, except that Lender’s approval of such expenses shall not be required (a) if Lender has separately approved (but was not deemed to have approved) the related Lease in accordance with the terms hereof upon satisfaction by Borrower provisions of each Section 5.1.20 of the following conditions this Agreement or (b) with respect to each such disbursement: (a) tenant improvement expenses that are less than $30.00 per square foot, provided Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of invoices for the amounts requested; (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) delivers an Officer’s Certificate from Borrower (A) stating certifying that the items to be funded by applicable lease is consistent with then current market terms for the requested disbursement are Approved Leasing Expenses, market in which the Property is located and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (E) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables relating to the Approved Leasing Expenses (other than those to be paid from the requested disbursement) have been paid in full, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii) if required by Lender for requests in excess of $10,000 for a single item, lien waivers or other evidence term of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, not less than five (iv5) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borroweryears. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement, except 5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the final amounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. If (i) the cost of any tenant improvement or capital improvement exceeds $100,000, (ii) the contractor performing such tenant improvement requires periodic payments pursuant to the terms of a written contract and (iii) Lender has approved in writing in advance such periodic payments, a request for reimbursement from the Rollover Reserve Fund may be made, upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of invoices for any Leasethe amounts requested, after completion of a portion of the work under such contract, provided (A) such contract requires payment upon completion of such portion of the work, (B) the materials for which the request is made are on site at the Property and are properly secured or have been installed in the Property, (C) all other conditions in this Agreement for disbursement have been satisfied, (D) funds remaining in the Rollover Reserve Fund are, in Lender’s judgment, sufficient to cover tenant improvement and leasing commission obligations, and (E) if required by Lender, each contractor or subcontractor receiving payments under such contract shall provide a waiver of lien with respect to amounts which have been paid to that contractor or subcontractor. Lender may require an inspection of the applicable Property at Borrower’s expense prior to making a monthly disbursement in order to verify completion (or partial completion, in the case of periodic payments) of improvements in excess of $50,000 for which reimbursement is sought. Any Lease Termination Fee shall be applied first to tenant improvement and leasing commission obligations incurred in connection with the reletting of the space for which such Lease Termination Fee was paid pursuant to a Lease approved by Lender in accordance with the provisions of this Agreement, and any remaining portion of such Lease Termination Fee shall be released to Borrower provided that no Event of Default exists and Lender shall have received a tenant estoppel certificate in form and substance reasonably satisfactory to Lender.

Withdrawal of Rollover Reserve Funds. Lender shall make disbursements from the Rollover Reserve Funds for Approved Leasing Expenses tenant improvement and leasing commission obligations incurred by Borrower Borrower. All such expenses shall be approved by Lender in connection with Leases entered into its commercially reasonable discretion, except that Lender’s approval of such expenses shall not be required (a) if Lender has separately approved (but was not deemed to have approved) the related Lease in accordance with the terms hereof upon satisfaction by Borrower provisions of each Section 5.1.20 of the following conditions this Agreement or (b) with respect to each such disbursement: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of invoices for the amounts requested; (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from Borrower (A) stating tenant improvement expenses that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (E) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables relating to the Approved Leasing Expenses (other less than those to be paid from the requested disbursement) have been paid in full, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii) if required by Lender for requests in excess of $10,000 for a single item, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower30.00 per square foot. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement, except 5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the final draw for any Leaseamounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Property at Borrower’s expense prior to making a monthly disbursement in order to verify completion of improvements in excess of $50,000 for which reimbursement is sought. Any Lease Termination Fee shall be applied first to tenant improvement and leasing commission obligations incurred in connection with the reletting of the space for which such Lease Termination Fee was paid pursuant to a Lease approved by Lender in accordance with the provisions of this Agreement, and any remaining portion of such Lease Termination Fee shall be released to Borrower provided that no Event of Default exists and Lender shall have received a tenant estoppel certificate in form and substance reasonably satisfactory to Lender. Notwithstanding the foregoing, the RSUI Termination Fee may also be used to pay a portion of the Monthly Debt Service Payment Amount relative to the amount of rent that is no longer being generated under the RSUI Lease.

Withdrawal of Rollover Reserve Funds. Lender shall make disbursements from the Rollover Reserve Funds Fund for Approved Leasing Expenses tenant improvement and leasing commission obligations incurred by Borrower Borrower. All such expenses shall be approved by Lender in connection with Leases entered into its commercially reasonable discretion, except that Lender’s approval of such expenses shall not be required (a) if Lender has separately approved (but was not deemed to have approved) the related Lease in accordance with the terms hereof upon satisfaction by Borrower provisions of each Section 5.1.20 of the following conditions this Agreement or (b) with respect to each such disbursement: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made, which request shall specify the Approved Leasing Expense to be paid and shall be accompanied by copies of invoices for the amounts requested; (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured; (c) Lender shall have reviewed and approved the Lease giving rise to the Approved Leasing Expense to be paid; and (d) Lender shall have received (i) an Officer’s Certificate from Borrower (A) stating tenant improvement expenses that the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (B) stating that all tenant improvements at the applicable Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) identifying each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement or the broker entitled to the leasing commissions, (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (E) stating that the Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (F) stating that all previous disbursements of Rollover Reserve Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables relating to the Approved Leasing Expenses (other less than those to be paid from the requested disbursement) have been paid in full, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Lender, (iii) if required by Lender for requests in excess of $10,000 for a single item, lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with the requested payment, (iv) at Lender’s option, a title search for applicable Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) such other evidence as Lender shall reasonably request to demonstrate that the Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower25.00 per square foot. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $5,000 per disbursement, except 5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the final draw for any Leaseamounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Property at Borrower’s expense prior to making a monthly disbursement in order to verify completion of improvements in excess of $50,000 for which reimbursement is sought. Any Lease Termination Fee shall be applied first to tenant improvement and leasing commission obligations incurred in connection with the reletting of the space for which such Lease Termination Fee was paid pursuant to a Lease approved by Lender in accordance with the provisions of this Agreement, and any remaining portion of such Lease Termination Fee shall be released to Borrower provided that no Event of Default exists and Lender shall have received a tenant estoppel certificate in form and substance reasonably satisfactory to Lender.