Common use of Withdrawal of TI/LC Reserve Funds Clause in Contracts

Withdrawal of TI/LC Reserve Funds. Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the TI/LC Reserve Account to Borrower, within fifteen (15) Business Days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (a) such disbursement is for an Approved Leasing Expense; (b) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense; and (c) the request for disbursement is accompanied by (i) an Officer’s Certificate certifying (A) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (B) that all outstanding trade payables (other than those to be paid from the requested disbursement, those constituting Permitted Indebtedness, or those that are being appropriately disputed in accordance with Section 5.1.2) have been paid in full, (C) that the same has not been the subject of a previous disbursement, and (D) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses, and (ii) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses.

Withdrawal of TI/LC Reserve Funds. Provided that Lender shall make one (1) disbursement on account of the TI/LC Lease from the TI/LC Reserve Account, to the extent of available funds, in accordance with the terms hereof upon satisfaction by Borrower of each of the following conditions with respect to such disbursement as determined by Lender: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the Business Day on which Borrower requests such disbursement to be made; (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 has shall have occurred and be continuing; (c) Borrower shall deliver to Lender an Acceptable Estoppel duly executed and delivered by the Tenant under the TI/LC Lease confirming, among other things, that either (i) the Expansion Work is continuingcomplete and that there is no outstanding tenant improvement work to be completed by or paid for by Borrower or (ii) the Tenant has elected not to proceed with the Expansion Work and has waived the right to do so in the future and that there is no outstanding tenant improvement work to be completed by or paid for by Borrower (such election, waiver and confirmation in this subsection (ii), an “Expansion Right Waiver”); and (d/) Lender shall disburse have also received: (i) an Officer’s Certificate (A) stating that all tenant improvements with respect to the TI/LC Reserve Lease (including the Expansion Work unless Tenant has elected not to proceed with the Expansion Work and waives the right to do so in the future) have been paid for in full and completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and that all leasing commission due with respect to the TI/LC Reserve Lease have been paid in full, and (B) identifying each Person that supplied materials or labor in connection with such tenant improvements (if any) and each broker entitled to a leasing commission, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with such tenant improvements (if any), (iii) if required by Lender, paid invoices and lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with such tenant improvements (if any) or leasing activities, (iv) at 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 (v) such other evidence as Lender shall reasonably request. Lender may require an inspection of the Property at Borrower’s expense prior to making such disbursement from the TI/LC Reserve Account. Such disbursement, when made by Lender, shall be deposited to the Clearing Account and only one (1) disbursement from the TI/LC Reserve Account may occur. Notwithstanding the foregoing, if Borrower, after exercising commercially reasonably efforts, is unable to obtain an Acceptable Estoppel from Tenant, then for purposes only of determining the existence of an Expansion Right Waiver (and not the completion of the Expansion Work), Borrower may deliver other evidence acceptable to Lender in Lender’s sole discretion, in lieu of such Acceptable Estoppel, provided that all other conditions for a disbursement of the funds held in the TI/LC Reserve Account to Borrower, within fifteen (15) Business Days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (a) such disbursement is for an Approved Leasing Expense; (b) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense; and (c) the request for disbursement is accompanied by (i) an Officer’s Certificate certifying (A) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (B) that all outstanding trade payables (other than those to be paid from the requested disbursement, those constituting Permitted Indebtedness, or those that are being appropriately disputed in accordance with Section 5.1.2) have been paid in full, (C) that the same has not been the subject of a previous disbursement, and (D) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses, and (ii) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expensessatisfied.

Withdrawal of TI/LC Reserve Funds. Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the TI/LC Reserve Account to BorrowerBorrower for the applicable Individual Property, within fifteen (15) Business Days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (a) such disbursement is for an Approved Leasing ExpenseExpense for the applicable Individual Property; (b) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense; and (c) the request for disbursement is accompanied by (i) an Officer’s Certificate certifying (A) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses for the applicable Individual Property and a description thereof, (B) that all outstanding trade payables (other than those to be paid from the requested disbursement, those constituting Permitted Indebtedness, or those that are being appropriately disputed in accordance with Section 5.1.2) have been paid in full, (C) that the same has not been the subject of a previous disbursement, and (D) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing ExpensesExpenses for the applicable Individual Property, and (ii) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses for the applicable Individual Property may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing ExpensesExpenses for the applicable Individual Property. Following a release of the Intercontinental Property, any amount remaining in the TI/LC Reserve Account with respect to the Intercontinental Property shall be released to Borrower. Any portion of the Xxxxxx County Termination Payment remaining in the TI/LC Reserve Account (provided no Event of Default has occurred and is then continuing) shall be released to Borrower following the date that (a) 100% of the Xxxxxx Space has been leased (not including the Xxxxxx Master Lease) pursuant to Leases satisfying the Xxxxxx Reletting Conditions, (b) either (i) the Intercontinental Property has been released pursuant to Section 2.6.1, or (ii) at least 79,000 square feet of the Intec Space has been leased (not including the Intec Master Lease) pursuant to Leases satisfying the Intec Reletting Conditions, and (c) the Debt Service Coverage Ratio (utilizing Underwritten Net Cash Flow in the calculation thereof) for the Properties is at least 1.20:1.

Withdrawal of TI/LC Reserve Funds. Provided that Lender shall make one (1) disbursement on account of the TI/LC Lease from the TI/LC Reserve Account, to the extent of available funds, in accordance with the terms hereof upon satisfaction by Borrower of each of the following conditions with respect to such disbursement as determined by Lender: (a) Borrower shall submit Lender’s standard form of draw request for payment to Lender at least ten (10) Business Days prior to the Business Day on which Borrower requests such disbursement to be made; (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 has shall have occurred and be continuing; (c) Borrower shall deliver to Lender an Acceptable Estoppel duly executed and delivered by the Tenant under the TI/LC Lease confirming, among other things, that either (i) the Expansion Work is continuingcomplete and that there is no outstanding tenant improvement work to be completed by or paid for by Borrower or (ii) the Tenant has elected not to proceed with the Expansion Work and has waived the right to do so in the future and that there is no outstanding tenant improvement work to be completed by or paid for by Borrower (such election, waiver and confirmation in this subsection (ii), an “Expansion Right Waiver”); and (d) Lender shall disburse have also received: (i) an Officer’s Certificate (A) stating that all tenant improvements with respect to the TI/LC Reserve Lease (including the Expansion Work unless Tenant has elected not to proceed with the Expansion Work and waives the right to do so in the future) have been paid for in full and completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and that all leasing commission due with respect to the TI/LC Reserve Lease have been paid in full, and (B) identifying each Person that supplied materials or labor in connection with such tenant improvements (if any) and each broker entitled to a leasing commission, (ii) a copy of any license, permit or other approval by any Governmental Authority required in connection with such tenant improvements (if any), (iii) if required by Lender, paid invoices and lien waivers or other evidence of payment satisfactory to Lender and releases from all parties furnishing materials and/or services in connection with such tenant improvements (if any) or leasing activities, (iv) at 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 (v) such other evidence as Lender shall reasonably request. Lender may require an inspection of the Property at Borrower’s expense prior to making such disbursement from the TI/LC Reserve Account. Such disbursement, when made by Lender, shall be deposited to the Clearing Account and only one (1) disbursement from the TI/LC Reserve Account may occur. Notwithstanding the foregoing, if Borrower, after exercising commercially reasonably efforts, is unable to obtain an Acceptable Estoppel from Tenant, then for purposes only of determining the existence of an Expansion Right Waiver (and not the completion of the Expansion Work), Borrower may deliver other evidence acceptable to Lender in Lender’s sole discretion, in lieu of such Acceptable Estoppel, provided that all other conditions for a disbursement of the funds held in the TI/LC Reserve Account to Borrower, within fifteen (15) Business Days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (a) such disbursement is for an Approved Leasing Expense; (b) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense; and (c) the request for disbursement is accompanied by (i) an Officer’s Certificate certifying (A) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (B) that all outstanding trade payables (other than those to be paid from the requested disbursement, those constituting Permitted Indebtedness, or those that are being appropriately disputed in accordance with Section 5.1.2) have been paid in full, (C) that the same has not been the subject of a previous disbursement, and (D) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses, and (ii) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expensessatisfied.