Common use of Release of Rollover Funds Clause in Contracts

Release of Rollover Funds. (a) Lender shall disburse to Borrower the Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate (A) stating that all tenant improvements at the 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, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions to be funded by the requested disbursement, (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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) 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, (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be made).

Release of Rollover Funds. (a) Lender shall direct Agent to disburse to Borrower the Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursedpaid, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iii) Lender shall have received reviewed and, if applicableLender's approval is required, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicableLender's approval is required, approved a budget for tenant improvement costs and a schedule of leasing commission commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate a certificate from Borrower (A) stating that all tenant improvements at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority required in connection with such tenant improvementsthe Capital Expenditures, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions 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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) at Lender’s 's option, if the cost of the tenant improvements exceed $75,000, a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, and (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each unless such requested disbursement of the Rollover Funds must be is in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made).

Release of Rollover Funds. (a) Lender Provided no Event of Default is continuing, Agent shall disburse or cause to be disbursed Rollover Funds to Borrower out of the Rollover Funds upon satisfaction Account for the direct payment of, or for reimbursement of Borrower for its advance of, amounts to be funded from Rollover Funds, within ten (10) days after the delivery by Borrower to Agent of each a request therefor (but not more often than once per month), in increments of the following conditionsat least $10,000 provided that: (i) Borrower shall submit a request such disbursement is for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, an Approved Leasing Expense; (ii) on the date such request for disbursement is received accompanied by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iiiA) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate from Borrower (A1) stating that all the items to be funded or reimbursed by the requested disbursement are Approved Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the applicable Property to be funded by the requested disbursement or the relevant portion thereof as to which such request for funds relates (other than with respect to deposits necessary or required as a down-payment to initiate a tenant improvement) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions to be funded by the requested disbursement, (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 satisfactory to Lender, and (D3) stating that the tenant improvement costs and/or leasing commission payments Approved Leasing Expenses (or the relevant portions thereof) to be funded or reimbursed from the disbursement in question have not been the subject of a previous disbursement, (vi4) stating that all previous disbursements of Rollover Funds have been used to pay or reimburse the previously identified Approved Leasing Expenses, and (5) stating that all outstanding trade payables (other than those to be paid from the requested disbursement, those constituting Permitted Indebtedness or other requested disbursements then pending) have been paid in full, (B) a copy of any license, permit or other approval by any Governmental Authority required in connection with any tenant improvements to be funded or reimbursed from such disbursement and not previously delivered to Agent, (C) if the amount of such Rollover Funds to be funded exceeds $100,000 in the aggregate, copies of appropriate lien waivers, conditional lien waivers or other evidence of payment satisfactory to Agent, (D) if the amount of such Rollover Funds to be funded exceeds $100,000 in the aggregate, at LenderAgent’s option, a title search for the applicable Property indicating that the such Property is free from all liensLiens, claims and other encumbrances not previously approved by LenderAgent, (viiE) Lender shall have received an if requested by Agent, with respect to disbursements from the Rollover Account for tenant improvement costs, a current Tenant estoppel certificate from the applicable Tenant stating that (A) (1) all work required in form and substance reasonably acceptable to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premisesAgent, and (viiiF) Lender shall have received such other evidence as Lender may Agent shall reasonably request to demonstrate that (A) the tenant improvements at the Property Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and (B) the leasing commissions to be funded by the requested disbursement have been is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be made).

Release of Rollover Funds. (a) Lender shall disburse to Borrower the Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate (A) stating that all tenant improvements at the 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, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions to be funded by the requested disbursement, (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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) 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, (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be made). Any Rollover Funds remaining after the Debt has been paid in full shall be returned to Borrower.

Release of Rollover Funds. (a) Provided no Event of Default shall exist and remain uncured, Lender shall disburse Rollover Funds to Borrower out of the Rollover Funds upon satisfaction Account, within five (5) Business Days after the delivery by Borrower to Lender of each a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Rollover Account is less than $10,000, in which case only one (1) disbursement of the following conditionsamount remaining in the account shall be made) provided that: (i) Borrower shall submit a request such disbursement is for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made an Acceptable Leasing Expense; and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, (ii) on the date such request for disbursement is received accompanied by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iiiA) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate from Borrower (A1) stating that all the items to be funded by the requested disbursement are Acceptable Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the Property to be performed by Borrower and to be funded by the requested disbursement (or the relevant portion thereof as to which such request for funds relates) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate (3) stating that the Acceptable Leasing Expenses (or the relevant portions thereof) to be accompanied by funded from the disbursement in question have not been the subject of a previous disbursement, and (4) stating that all previous disbursements of Rollover Funds have been used to pay previously identified Acceptable Leasing Expenses, (B) a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor required in connection with the tenant improvements and not previously delivered to be funded by Lender; provided, however, that if Borrower is not performing the requested disbursement and (2) each Person that provided brokerage services in connection with tenant improvements, then Borrower shall use commercially reasonable efforts to cause the leasing commissions Tenant to be funded by deliver the requested disbursementforegoing to the extent required under such Tenant’s Lease, (C) stating that each such Person has been paid in full or will be paid in full upon such disbursementcopies of appropriate lien waivers, such certificate to be accompanied by conditional lien waivers or other evidence of payment reasonably satisfactory to Lender; provided, and however, that if Borrower is not performing the tenant improvements, then Borrower shall use commercially reasonable efforts to cause the Tenant to deliver the foregoing to the extent required under such Tenant’s Lease, (D) stating that for disbursements in the tenant improvement costs and/or leasing commission payments to be funded have not been the subject amount of a previous disbursement$1,000,000 or more, (vi) at Lender’s option, a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved permitted hereunder or under the other Loan Documents, (E) for tenant improvements with respect to a single demised premises under a Lease in an aggregate amount of $1,000,000 or more, if requested by Lender, (vii) Lender shall have received an with respect to the final disbursement from the Rollover Account for such tenant improvement costs, a current Tenant estoppel certificate from the applicable Tenant stating that (A) (1) all work in form and substance required to be performed by Borrower have been completed in accordance with the applicable under such Tenant’s Lease and have been accepted by such Tenant or (2) all work required otherwise reasonably acceptable to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease Lender and (BF) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may shall reasonably request to demonstrate that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions Acceptable Leasing Expenses, to be funded by the requested disbursement have been paid for or will be paid upon such disbursement to Borrower (or the portion thereof as to which such request for in full disbursement has been submitted has been paid for (other than any retention amount which is not a part of such disbursement request) or will be paid upon such disbursement to Borrower). Lender shall not be required to disburse Any Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account after the Obligations have been paid in full or at such time as there is no Trigger Period continuing shall be madereturned, within five (5) Business Days, to Borrower (or, at Borrower’s request, credited against the payoff amount of the outstanding Obligations on the payoff statement).

Release of Rollover Funds. (a) Lender shall direct Agent to disburse to Borrower the Rollover Funds as provided in this Section upon satisfaction by Borrower of each of the following conditions: (ia) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursedamount requested, (iib) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iiic) Lender shall have received and, if applicable, reviewed and approved the proposed Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissionsLeases for the space previously leased under the terminated Major Lease (the “Vacant Space”), (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate (A) stating that all tenant improvements at the 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, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions to be funded by the requested disbursement, (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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) 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, (viid) Lender shall have received an estoppel certificate from the applicable replacement Tenant stating that (A) (1i) all required work required to be performed by Borrower have been completed in accordance with the applicable Lease is complete and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is refunds are due to such Tenant pursuant to its Lease and (Bii) such Tenant is in occupancy and paying full unabated rent (without any offset or credit) has taken possession of the demised premisespremises and is open for business thereon, and (viiie) Lender shall have received such other evidence as Lender may shall reasonably request request. Provided that conditions (Aa) through (e) of this Section 6.5.2 have been satisfied, Rollover Funds shall be disbursed to Borrower on a pro rata basis as the tenant improvements at rent stream under the Property to be funded terminated Major Lease is replaced by the requested disbursement have been completed and are paid for rent stream of Lease or will Leases of the Vacant Space (provided, however, such Rollover Funds shall be paid for deposited in full the Deposit Account upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for an Event of Default or will be paid for in full upon such disbursement to Borrowera Trigger Event). Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each any such disbursement of the Rollover Funds must be in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made).

Release of Rollover Funds. (a) Lender shall disburse to Borrower the Rollover Funds upon satisfaction by Borrower of each of the following conditions: (ia) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursedpaid, (iib) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iiic) if such Lease is subject to Lender’s approval, Lender shall have received and, if applicable, reviewed and approved the Lease in accordance with the terms hereof in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (ivd) if such Lease is subject to Lender’s approval, Lender shall have received and, if applicable, and approved (which approval will not be unreasonably withheld) a budget for tenant improvement costs and a schedule of leasing commission commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (ve) Lender shall have received an Officer’s Certificate (Ai) stating that all the tenant improvements (or applicable portion thereof) at the Property to be funded by the requested disbursement have been completed or, subject to clause (iii) below, performed, in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate Officer’s Certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority required in connection with such tenant improvementsimprovements or leasing commissions, as applicable, (Bii) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement disbursement, and (2) each Person that provided brokerage services in connection with the leasing commissions to be funded by the requested disbursement, (Ciii) stating that each such Person has been paid in full or will be paid in full upon such disbursementdisbursement for work completed as of the date identified in such certificate, or in the event that the cost of the tenant improvements to be funded by the requested disbursement is in excess of $250,000 and the underlying contract requires payment before such tenants improvements are fully completed, stating that such Person has been paid in full or will be paid in full for the work performed upon such disbursement for work completed as of the date identified in such certificate, such certificate Officer’s Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vif) at Lender’s option, if the cost of any individual disbursement exceeds One Million Dollars ($1,000,000), a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, (viig) as a condition to the final disbursement with respect to a particular Lease, Lender shall have received an estoppel certificate from the applicable Tenant tenant stating that (A) (1i) all required work required to be performed by Borrower have been completed in accordance with the applicable Lease is complete and have been accepted by such Tenant refunds or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is reimbursements are due to such Tenant pursuant to its Lease and (Bii) such Tenant tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viiih) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each month unless such requested disbursement of the Rollover Funds must be is in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made).

Release of Rollover Funds. (a) Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Rollover Funds to Borrower out of the Rollover Funds upon satisfaction Account, within ten (10) days after the delivery by Borrower to Lender of each a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Rollover Account is less than $10,000, in which case only one disbursement of the following conditionsamount remaining in the account shall be made) provided that: (i) Borrower shall submit a request such disbursement is for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, an Approved Leasing Expense; (ii) on the date such request for disbursement is received accompanied by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iiiA) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate from Borrower (A1) stating that all the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the Property to be funded by the requested disbursement (or the relevant portion thereof as to which such request for funds relates) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B3) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions Approved Leasing Expenses to be funded by the requested disbursement, (C4) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such certificate payment is a progress payment, that such payment represents full payment to be accompanied by lien waivers or other evidence such Person, less any applicable retention amount, for work completed through the date of payment satisfactory to Lenderthe relevant invoice from such Person, and (D5) stating that the tenant improvement costs and/or leasing commission payments Approved Leasing Expenses (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursementdisbursement from any Account or included in any previous disbursement of Operating Expenses or Capital Expenditures, (vi6) stating that all previous disbursements of Rollover Funds have been used to pay the previously identified Approved Leasing Expenses, and (7) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full other than any applicable retention amount, (B) 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, (C) copies of appropriate lien waivers, conditional lien waivers or other evidence of payment reasonably satisfactory to Lender, (D) at Lender’s option, a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, (viiE) Lender shall have received an if requested by Lender, with respect to disbursements from the Rollover Account for tenant improvement costs, a current Tenant estoppel certificate from the applicable Tenant stating that (A) (1) all work required in form and substance acceptable to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premisesLender, and (viiiF) Lender shall have received such other evidence as Lender may shall reasonably request to demonstrate that (A) the tenant improvements at the Property Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and (B) the leasing commissions to be funded by the requested disbursement have been is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be made).

Release of Rollover Funds. (a) Lender shall disburse disburse, or caused to be disbursed, to Borrower the Rollover Funds upon satisfaction by Borrower of each of the following conditions: (ia) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursedpaid, (iib) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iiic) Lender shall have received and, if applicable, reviewed and approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (ivd) Lender shall have received and, if applicable, and approved a budget for tenant improvement costs and a schedule of leasing commission commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (ve) Lender shall have received an Officer’s Certificate a certificate from Borrower (Ai) stating that all tenant improvements at the Property to be funded by the requested disbursement are payable to Persons unaffiliated with Borrower and have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority required in connection with such tenant improvements, (Bii) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement disbursement, and (2) each Person that provided brokerage services in connection with the leasing commissions to be funded by the requested disbursement, (Ciii) 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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vif) at Lender’s option, a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, (viig) Lender shall have received an estoppel certificate from the applicable Tenant tenant stating that (A) (1i) all required work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease complete and (Bii) such Tenant tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viiih) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made).

Release of Rollover Funds. (a) Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Rollover Funds to Borrower out of the Rollover Funds upon satisfaction Account, within ten (10) days after the delivery by Borrower to Lender of each a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Rollover Account is less than $10,000, in which case only one disbursement of the following conditionsamount remaining in the account shall be made) provided that: (i) Borrower shall submit a request such disbursement is for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, an Approved Leasing Expense; (ii) on the date such request for disbursement is received accompanied by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iiiA) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate from Borrower (A1) stating that all the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the Property to be funded by the requested disbursement (or the relevant portion thereof as to which such request for funds relates) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B3) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions Approved Leasing Expenses to be funded by the requested disbursement, (C4) stating that each such Person has been paid in full not more than sixty (60) days prior to the disbursement request or will be paid in full upon such disbursement, or if such certificate payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (5) stating that the Approved Leasing Expenses (or the relevant portions thereof) to be accompanied funded from the disbursement in question have not been the subject of a previous disbursement from any Account or included in any previous disbursement of Operating Expenses or Capital Expenditures, (6) stating that all previous disbursements of Rollover Funds have been used to pay the previously identified Approved Leasing Expenses, and (7) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full other than any applicable retention amount, (B) 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, (C) copies of appropriate lien waivers, conditional lien waivers or other evidence of payment satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) at Lender’s option, a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, (viiE) Lender shall have received an if requested by Lender, with respect to disbursements from the Rollover Account for tenant improvement costs, a current Tenant estoppel certificate from the applicable Tenant stating that (A) (1) all work required in form and substance acceptable to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premisesLender, and (viiiF) Lender shall have received such other evidence as Lender may shall reasonably request to demonstrate that (A) the tenant improvements at the Property Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and (B) the leasing commissions to be funded by the requested disbursement have been is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be made).

Release of Rollover Funds. (a) Lender shall direct Agent to disburse to Borrower the Rollover Funds upon satisfaction by Borrower Borrowers of each of the following conditions: (i) the requesting Borrower shall submit a written request for payment to Lender at least thirty ten (3010) days prior to the date on which such Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursedpaid, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iii) Lender shall have received and, if applicable, approved the Lease in respect of which a Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissionscommissions shall (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) to the extent not set forth in the Approved Annual Budget, Lender shall have received and, if applicable, and approved a budget for tenant improvement costs and a schedule of leasing commission commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate (A) stating that all tenant improvements at the applicable Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority required in connection with such tenant improvements, (B) identifying (1) each Person the general contractor and material subcontractors and suppliers that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions 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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) at Lender’s option, a title search for the such Individual Property for which Rollover Funds are being disbursed indicating that the such Individual Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, and (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the such Individual Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to requesting Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each or with respect to any Individual Property unless such requested disbursement of the Rollover Funds must be is in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made).

Release of Rollover Funds. (a) Lender shall disburse to Borrower the Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least thirty fifteen (3015) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no monetary Default or nor any Event of Default shall have occurred and remain outstanding, (iii) Lender shall have received and, if applicablerequired hereunder, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, and approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate (A) stating that all tenant improvements at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner (or, partially completed in a good and workmanlike manner, in the case of disbursements of Rollover Funds made pursuant to Section 6.5.2(b) hereof) and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions to be funded by the requested disbursement, (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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vivii) 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, (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed (or, partially completed, in the case of disbursements of Rollover Funds made pursuant to Section 6.5.2(b) hereof) and such tenant improvements (or, portion thereof, in the case of disbursements of Rollover Funds made pursuant to Section 6.5.2(b) hereof) are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower, and (ix) with respect to the final disbursement of Rollover Funds for tenant improvements in connection with a particular Lease, Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower has been completed in accordance with the applicable Lease and has been accepted by such Tenant or (2) all work required to be performed by such Tenant has been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises; provided, that if Borrower is unable to obtain such a tenant estoppel certificate despite its commercially reasonable efforts to do so, the requirements of this clause (ix) may be satisfied by delivery of a certificate of Borrower confirming the matters to be addressed by such tenant estoppel certificate, which certificate shall be accompanied by such other evidence as Lender may reasonably require to verify such matters. Lender shall not be required to disburse Rollover Funds more frequently than once each in any calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be made). Any Rollover Funds remaining after the Debt has been paid in full (or Borrower has consummated a Defeasance Event in accordance with Section 2.5 hereof) shall be, subject to the provisions of Section 2.7.3 hereof, (i) in the event that the Mezzanine Loan shall remain outstanding as of such date, delivered to the Mezzanine Lender to be held by the Mezzanine Lender pursuant to the Mezzanine Loan Documents, or (ii) in the event that neither the Mezzanine Loan shall no longer remain outstanding as of such date, returned to Borrower.

Release of Rollover Funds. (a) Lender shall direct Servicer to disburse to Borrower the Rollover Funds to the applicable Borrower in respect of the Individual Property owned by such Borrower out of the Rollover Account upon satisfaction by such Borrower of each of the following conditionsconditions with respect to each such disbursement: (i) such disbursement is for an Approved Leasing Expense; (ii) such Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the 143 date on which such Borrower requests such payment be made and specifies made, which request shall specify the tenant improvement costs and leasing commissions Approved Leasing Expense to be paid or reimbursed, paid; (iiiii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstanding, (iii) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, uncured; (iv) Lender shall have received and, if applicable, reviewed and approved a budget for tenant improvement costs the Lease giving rise to the Approved Leasing Expense to the extent required under SECTION 4.1.10(d); and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received (1) an Officer’s 's Certificate from such 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 such Individual 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, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (BC) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with or the broker entitled to the leasing commissions to be funded by the requested disbursementcommissions, (CD) 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 satisfactory to Lender, and (DE) stating that the tenant improvement costs and/or leasing commission payments Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (viF) stating that all previous disbursements of Rollover Funds have been used to pay the previously identified Approved Leasing Expenses, and (G) stating that all outstanding trade payables in connection with the Approved Leasing Expenses to be funded (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (2) a copy of any license, permit or other approval by any Governmental Authority, if any, required in connection with the tenant improvements and not previously delivered to Lender, (3) lien waivers or other evidence of payment reasonably satisfactory to Lender, (4) at Lender’s 's option, a title search for the such Individual Property indicating that the such Individual Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B5) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may shall reasonably request to demonstrate that (A) the tenant improvements at the Property Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, on the same day of such month as any other Reserve Funds are being disbursed in accordance with the terms hereof, and each disbursement the aggregate funding of the Rollover Reserve Funds must be in an amount not less than the Minimum Disbursement Amount (any month shall equal or a lesser amount if the total remaining balance of Rollover Funds is less than exceed the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be made).

Release of Rollover Funds. (a) Lender shall disburse disburse, or cause to be disbursed, to Borrower the Rollover Funds upon satisfaction by Borrower of each of the following conditions: (ia) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursedpaid, (iib) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iiic) subject to Section 4.1.9 hereof, Lender shall have received and, if applicable, reviewed and approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissionscommissions (to the extent approval is required pursuant to Section 4.1.9 hereof), (ivd) Lender shall have received and, if applicable, and approved a budget for tenant improvement costs and a schedule of leasing commission commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (ve) Lender shall have received an Officer’s Certificate a certificate from Borrower (Ai) stating that all tenant improvements at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority required in connection with such tenant improvementsthe Capital Expenditures, (Bii) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement disbursement, and (2) each Person that provided brokerage services in connection with the leasing commissions to be funded by the requested disbursement, (Ciii) 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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vif) at Lender’s option, a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, (viig) Lender shall have received an estoppel certificate from the applicable Tenant tenant stating that (A) (1i) all required work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease complete and (Bii) such Tenant tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viiih) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made).

Release of Rollover Funds. (a) Lender shall direct Agent to disburse to Borrower the Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursedpaid, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iii) Lender shall have received and, if applicable, reviewed and approved the Lease (to the extent required pursuant to Section 4.1.9) in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, and approved a budget for tenant improvement costs and a schedule of leasing commission commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate a certificate from Borrower (A) stating that all tenant improvements at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and materially in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority required in connection with such tenant improvementsthe Capital Expenditures, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions 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 Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) at Lender’s option, a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, and (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each unless such requested disbursement of the Rollover Funds must be is in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made).

Release of Rollover Funds. (a) Lender shall direct Servicer to disburse to Borrower the Rollover Funds to Borrower out of the Rollover Account upon satisfaction by Borrower of each of the following conditionsconditions with respect to each such disbursement: (i) such disbursement is for an Approved Leasing Expense; (ii) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies made, which request shall specify the tenant improvement costs and leasing commissions Approved Leasing Expense to be paid or reimbursed, paid; (iiiii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstanding, (iii) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, uncured; (iv) Lender shall have received and, if applicable, reviewed and approved a budget for tenant improvement costs the Lease giving rise to the Approved Leasing Expense to be paid; and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received (1) 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 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, such certificate to be accompanied by a copy of Requirements and any license, permit or other approval required by any Governmental Authority in connection agreement with such tenant improvementsthe applicable Tenant, (BC) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with or the broker entitled to the leasing commissions to be funded by the requested disbursementcommissions, (CD) 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 satisfactory to Lender, and (DE) stating that the tenant improvement costs and/or leasing commission payments Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (vi) 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, (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be made).,

Release of Rollover Funds. (a) Lender shall direct Agent to disburse to Borrower the Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) the requesting Borrower shall submit a written request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursedpaid, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iii) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissionscommissions shall (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) to the extent not set forth in the Approved Annual Budget, Lender shall have received and, if applicable, and approved a budget for tenant improvement costs and a schedule of leasing commission commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate (A) stating that all tenant improvements at the applicable Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority required in connection with such tenant improvements, (B) identifying (1) each Person the general contractor and material subcontractors and suppliers that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions 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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) at Lender’s option, a title search for the such Individual Property for which Rollover Funds are being disbursed indicating that the such Individual Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, and (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the such Individual Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to requesting Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each or with respect to any Individual Property unless such requested disbursement of the Rollover Funds must be is in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made).

Release of Rollover Funds. (a) Lender shall direct Agent to disburse to Borrower the Rollover Funds to Borrower out of the Rollover Account upon satisfaction by Borrower of each of the following conditions: (i) such disbursement is for an Approved Leasing Expense, (ii) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions Approved Leasing Expense to be paid or reimbursed(and Lender shall process any such request within said ten (10) day period), (iiiii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstanding, (iii) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissionsuncured, (iv) if the requested disbursement is for the payment or reimbursement of Approved Leasing Expenses associated with a Major Lease, Lender shall have received and, if applicable, reviewed and approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and paymentsMajor Lease, (v) Lender shall have received (1) an Officer’s 's Certificate (A) stating that all tenant improvements at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, such certificate to be accompanied by a copy of any licensestate and local laws, permit or other approval required by any Governmental Authority in connection with such tenant improvementsrules and regulations, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with or the broker entitled to the leasing commissions to be funded by the requested disbursementcommissions, (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate disbursement and (D) stating that all outstanding trade payables (other than those to be accompanied paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (2) a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (3) lien waivers (with respect to any payment to in excess of $25,000), Borrower's cancelled check or other evidence of payment satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi4) at Lender’s option's option in connection with a disbursement which is greater than $50,000, a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B5) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the Property Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each unless such requested disbursement of the Rollover Funds must be is in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made).

Release of Rollover Funds. (a) Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Rollover Funds to Borrower Borrowers out of the Rollover Account, within ten (10) days after the delivery by Borrowers to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Rollover Funds upon satisfaction by Borrower of each is less than $10,000, in which case only one disbursement of the following conditionsamount remaining in the account shall be made) provided that: (i) Borrower shall submit a request such disbursement is for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, an Approved Leasing Expense; (ii) on the date such request for disbursement is received accompanied by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iiiA) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate from Borrowers (A1) stating that all the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the applicable Property to be funded by the requested disbursement (or the relevant portion thereof as to which such request for funds relates) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B3) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions Approved Leasing Expenses to be funded by the requested disbursement, (C4) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such certificate payment is a progress payment, that such payment represents full payment to be accompanied by lien waivers or other evidence such Person, less any applicable retention amount, for work completed through the date of payment satisfactory to Lenderthe relevant invoice from such Person, and (D5) stating that the tenant improvement costs and/or leasing commission payments Approved Leasing Expenses (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement, (vi6) stating that all previous disbursements of Rollover Funds have been used to pay the previously identified Approved Leasing Expenses, and (7) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (B) 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, (C) copies of appropriate lien waivers, conditional lien waivers or other evidence of payment reasonably satisfactory to Lender, (D) at Lender’s option, a title search for the applicable Property indicating that the such Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, (viiE) Lender shall have received an if requested by Lender, with respect to disbursements from the Rollover Account for tenant improvement costs, a current Tenant estoppel certificate from the applicable Tenant stating that (A) (1) all work required in form and substance acceptable to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premisesLender, and (viiiF) Lender shall have received such other evidence as Lender may shall reasonably request to demonstrate that (A) the tenant improvements at the Property Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower Borrowers (or the portion thereof as to which such request for disbursement has been submitted has been completed and (B) the leasing commissions to be funded by the requested disbursement have been is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be madeBorrowers).

Release of Rollover Funds. (a) Lender shall direct Agent to disburse to Borrower the Rollover Funds upon within 5 business days after satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursedpaid, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iii) Lender shall have received and, if applicable, reviewed and approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, and approved a budget for tenant improvement costs and a schedule of leasing commission commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate a certificate from Borrower (A) stating that all tenant improvements at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority required in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions 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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) at Lender’s 's option, a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, and (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be made).to

Release of Rollover Funds. (a) Subject to Section 6.6.2(b), below, Lender shall direct Servicer to disburse to Borrower the Rollover Funds (including any Lease Termination Payments deposited to the Rollover Account pursuant to Section 6.6.1(b)) to any Borrower from the Rollover Account upon satisfaction by such Borrower of each of the following conditionsconditions with respect to each such disbursement: (i) such disbursement is for an Approved Leasing Expense; (ii) such Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which such Borrower requests such payment be made and specifies made, which request shall specify the tenant improvement costs and leasing commissions Approved Leasing Expense to be paid or reimbursed, paid; (iiiii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstanding, (iii) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, uncured; (iv) Lender shall have received and, if applicable, reviewed and approved a budget for tenant improvement costs the Lease giving rise to the Approved Leasing Expense (to the extent Lender has the right to approve same) to be paid; and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received (1) an Officer’s 's Certificate from such 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 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, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (BC) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with or the broker entitled to the leasing commissions to be funded by the requested disbursementcommissions, (CD) 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 satisfactory to Lender, and (DE) stating that the tenant improvement costs and/or leasing commission payments Approved Leasing Expenses to be funded have not been the subject of a previous disbursement, (viF) at Lender’s optionstating that all previous disbursements of Rollover Funds have been used to pay the previously identified Approved Leasing Expenses, a title search for the Property indicating and (G) stating that the Property is free from all liens, claims and outstanding trade payables (other encumbrances not previously approved by Lender, (vii) Lender shall have received an estoppel certificate than those to be paid from the applicable Tenant stating that (Arequested disbursement or those constituting Permitted Indebtedness) (1) all work required to be performed by Borrower have been completed paid in accordance with the applicable Lease full, and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may shall reasonably request to demonstrate that (A) the tenant improvements at the Property Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, on the same day of such month as any other Reserve Funds are being disbursed in accordance with the terms hereof, and each disbursement the aggregate funding of the Rollover Reserve Funds must be in an amount not less than the Minimum Disbursement Amount (any month shall equal or a lesser amount if the total remaining balance of Rollover Funds is less than exceed the Minimum Disbursement Amount. Notwithstanding anything to the contrary contained herein, the Synapse Rollover Funds shall only be disbursed to Borrowers in which case only one disbursement respect of tenant improvements performed pursuant to the terms of the amount remaining in the Rollover Account shall be made)Synapse Lease.

Release of Rollover Funds. (a) Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Rollover Funds to Borrower Borrowers out of the Rollover Account, within ten (10) days after the delivery by Borrowers to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000 (or a lesser amount if the total amount in the Rollover Funds upon satisfaction by Borrower of each is less than $10,000, in which case only one disbursement of the following conditionsamount remaining in the account shall be made) provided that: (i) Borrower shall submit a request such disbursement is for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, an Approved Table of Contents Leasing Expense; (ii) on the date such request for disbursement is received accompanied by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iiiA) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate from Borrowers (A1) stating that all the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the applicable Property to be funded by the requested disbursement (or the relevant portion thereof as to which such request for funds relates) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B3) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions Approved Leasing Expenses to be funded by the requested disbursement, (C4) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such certificate payment is a progress payment, that such payment represents full payment to be accompanied by lien waivers or other evidence such Person, less any applicable retention amount, for work completed through the date of payment satisfactory to Lenderthe relevant invoice from such Person, and (D5) stating that the tenant improvement costs and/or leasing commission payments Approved Leasing Expenses (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement, (vi6) stating that all previous disbursements of Rollover Funds have been used to pay the previously identified Approved Leasing Expenses, and (7) stating that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (B) 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, (C) copies of appropriate lien waivers, conditional lien waivers or other evidence of payment reasonably satisfactory to Lender, (D) at Lender’s option, a title search for the applicable Property indicating that the such Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, (viiE) Lender shall have received an if requested by Lender, with respect to disbursements from the Rollover Account for tenant improvement costs, a current Tenant estoppel certificate from the applicable Tenant stating that (A) (1) all work required in form and substance acceptable to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premisesLender, and (viiiF) Lender shall have received such other evidence as Lender may shall reasonably request to demonstrate that (A) the tenant improvements at the Property Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower Borrowers (or the portion thereof as to which such request for disbursement has been submitted has been completed and (B) the leasing commissions to be funded by the requested disbursement have been is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be madeBorrowers).

Release of Rollover Funds. (a) Lender shall direct Agent to disburse to Borrower the Rollover Funds as provided in this Section upon satisfaction by Borrower of each of the following conditions: (ia) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursedamount requested, (iib) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iiic) Lender shall have received and, if applicable, reviewed and approved the proposed Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissionsLeases for the space previously leased under the terminated Major Lease (the “Vacant Space”), (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate (A) stating that all tenant improvements at the 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, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions to be funded by the requested disbursement, (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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) 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, (viid) Lender shall have received an estoppel certificate from the applicable replacement Tenant stating that (A) (1i) all required work required to be performed by Borrower have been completed in accordance with the applicable Lease is complete and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is refunds are due to such Tenant pursuant to its Lease and (Bii) such Tenant is in occupancy and paying full unabated rent (without any offset or credit) has taken possession of the demised premisespremises and is open for business thereon, and (viiie) Lender shall have received such other evidence as Lender may shall reasonably request request. Provided that conditions (Aa) through (e) of this Section 6.5.2 have been satisfied, Rollover Funds shall be disbursed to Borrower on a pro rata basis as the tenant improvements at rent stream under the Property to be funded terminated Major Lease is replaced by the requested disbursement have been completed and are paid for rent stream of Lease or will Leases of the Vacant Space (provided, however, such Rollover Funds shall be paid for deposited in full the Deposit Account upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for an Event of Default or will be paid for in full upon such disbursement to Borrowera Trigger Event). Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each any such disbursement of the Rollover Funds must be in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made).

Release of Rollover Funds. (a) Lender shall direct Agent to disburse to Borrower the Rollover Funds (other than the Rollover Funds deposited in respect of the Genzyme Lease and the Millennium Lease) upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions Rollover Expenditures to be paid or reimbursedpaid, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iii) Lender shall have received and, if applicable, approved a copy of the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissionsRollover Expenditures, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of commissions payments, if any, included in such costs and paymentsRollover Expenditures, (v) Lender shall have received an Officer’s Certificate a certificate from Borrower (A) stating that all tenant improvements at the Property to be funded by the requested disbursement have been completed (to the extent being funded) in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority required in connection with such the tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by performed at the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions 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 disbursementdisbursement for work performed to date, subject to applicable retainage amounts, such certificate to be accompanied by lien waivers or other evidence of payment reasonably satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) at Lender’s option's option after consecutive disbursements for tenant improvements which total at least $250,000, a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved by encumbrances, other than Permitted Encumbrances, unless bonded over or otherwise secured to Lender, (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises's satisfaction, and (viiivii) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed (to the extent being funded) and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower, subject to applicable retainage amounts. In no event shall Lender be required to disburse Rollover Funds in an amount in excess of $25.00 per rentable square foot of space for any Lease unless (x) the total tenant improvement allowance for such Lease is less than $100,000 or (y) Lender, acting reasonably and in good faith, agrees to an amount in excess of $25.00 per rentable square foot. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each unless such requested disbursement of the Rollover Funds must be is in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made). Any Rollover Funds remaining after the Debt has been paid in full shall be returned to Borrower.

Release of Rollover Funds. (a) Provided no Event of Default is continuing, Lender shall disburse or cause to be disbursed Rollover Funds to Borrower out of the Rollover Funds upon satisfaction Account for the direct payment of, or for reimbursement of Borrower for its advance of, amounts to be funded from Rollover Funds, within ten (10) days after the delivery by Borrower to Lender of each a request therefor (but not more often than once per month), in increments of the following conditionsat least $10,000 provided that: (i) Borrower shall submit a request such disbursement is for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, an Approved Leasing Expense; (ii) on the date such request for disbursement is received accompanied by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iiiA) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate from Borrower (A1) stating that all the items to be funded or reimbursed by the requested disbursement are Approved Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the applicable Property to be funded by the requested disbursement or the relevant portion thereof as to which such request for funds relates (other than with respect to deposits necessary or required as a down-payment to initiate a tenant improvement) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate (3) stating that the Approved Leasing Expenses (or the relevant portions thereof) to be accompanied by funded or reimbursed from the disbursement in question have not been the subject of a previous disbursement, (4) stating that all previous disbursements of Rollover Funds have been used to pay or reimburse the previously identified Approved Leasing Expenses, and (5) stating that all outstanding trade payables (other than those to be paid from the requested disbursement, those constituting Permitted Indebtedness or other requested disbursements then pending) have been paid in full, (B) a copy of any license, permit or other approval required by any Governmental Authority required in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the any tenant improvements to be funded by the requested or reimbursed from such disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions not previously delivered to be funded by the requested disbursementLender, (C) stating that each if the amount of such Person has been paid in full or will be paid in full upon such disbursement, such certificate Rollover Funds to be accompanied by funded exceeds $100,000 in the aggregate, copies of appropriate lien waivers, conditional lien waivers or other evidence of payment satisfactory to Lender, and (D) stating that if the tenant improvement costs and/or leasing commission payments amount of such Rollover Funds to be funded have not been exceeds $100,000 in the subject of a previous disbursementaggregate, (vi) at Lender’s option, a title search for the applicable Property indicating that the such Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, (viiE) Lender shall have received an if requested by Lender, with respect to disbursements from the Rollover Account for tenant improvement costs, a current Tenant estoppel certificate from the applicable Tenant stating that (A) (1) all work required in form and substance reasonably acceptable to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premisesLender, and (viiiF) Lender shall have received such other evidence as Lender may shall reasonably request to demonstrate that (A) the tenant improvements at the Property Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and (B) the leasing commissions to be funded by the requested disbursement have been is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be made).

Release of Rollover Funds. (a) Lender shall disburse to Borrower the Rollover Funds upon satisfaction by Borrower Provided no monetary Default, material non-monetary Default of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default Agent has notified Borrowers or Event of Default shall have occurred exist and remain outstandinguncured, Agent shall disburse Rollover Funds to Borrowers out of the Rollover Account, within ten (iii10) Lender shall have received anddays after the delivery by Borrowers to Agent of a request therefor (but not more often than once per month), if applicable, approved in increments of at least $10,000 provided that: (i) such disbursement is for an Approved Leasing Expense; (ii) the Lease in respect of which Borrower request for disbursement is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, accompanied by (ivA) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate from Borrowers (A1) stating that all the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the applicable Property to be funded by the requested disbursement (or the relevant portion thereof as to which such request for funds relates) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions to be funded by the requested disbursement, (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 satisfactory to Lender, and (D3) stating that the tenant improvement costs and/or leasing commission payments Approved Leasing Expenses (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement, (vi4) stating that all previous disbursements of Rollover Funds have been used to pay the previously identified Approved Leasing Expenses, and (5) stating that all outstanding Approved Leasing Expenses then due (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (B) a copy of any material license, permit or other approval by any Governmental Authority required in connection with the tenant improvements and not previously delivered to Agent, (C) copies of appropriate lien waivers, conditional lien waivers or other evidence of payment satisfactory to Agent, (D) at LenderAgent’s option, a title search for the applicable Property indicating that the applicable Property is free from all liensLiens, claims and other encumbrances not previously approved by LenderAgent, (viiE) Lender shall have received an if requested by Agent, with respect to the final disbursement from the Rollover Account for tenant improvement costs relating to any Lease requiring tenant improvements in excess of $100,000.00, a current Tenant estoppel certificate from the applicable Tenant stating that (A) (1) all work required in form and substance acceptable to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premisesAgent, and (viiiF) Lender shall have received such other evidence as Lender may Agent shall reasonably request to demonstrate that (A) the tenant improvements at the Property Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower Borrowers (or the portion thereof as to which such request for disbursement has been submitted has been completed and (B) the leasing commissions to be funded by the requested disbursement have been is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar monthBorrowers), and each (iii) if such disbursement is a disbursement of the Initial Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or Deposit, such disbursement is for a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be made).tenant improvement expense for a Lease set forth on Schedule IX-A attached hereto. 101

Release of Rollover Funds. (a) Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Rollover Funds to Borrower out of the Rollover Funds upon satisfaction Account, within ten (10) days after the delivery by Borrower to Lender of each a request therefor (but not more often than once per month), in increments of the following conditionsat least $10,000.00 provided that: (i) Borrower shall submit a request such disbursement is for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, an Approved Leasing Expense; (ii) on the date such request for disbursement is received accompanied by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iiiA) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate from Borrower (A1) stating that all tenant improvements at the Property items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the Property or the Worldwide Plaza Amenities, as applicable, to be funded by the requested disbursement (or the relevant portion thereof as to which such request for funds relates) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions to be funded by the requested disbursement, (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 satisfactory to Lender, and (D3) stating that the tenant improvement costs and/or leasing commission payments Approved Leasing Expenses (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement, (vi4) stating that all previous disbursements of Rollover Funds have been used to pay the previously identified Approved Leasing Expenses, and (5) stating that all outstanding trade payables (other than those to be paid from such requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (B) a copy of any license, permit or other approval by any Governmental Authority required in connection with any tenant improvements that are the subject of the disbursement and not previously delivered to Lender, (C) if a disbursement is related to tenant improvements, copies of appropriate lien waivers, conditional lien waivers or other evidence of payment reasonably satisfactory to Lender, (D) if a disbursement is related to tenant improvements, at Lender’s option, up to twice in any twelve (12) month period or if a requested disbursement is in excess of $500,000.00, a title search for the Property or the Worldwide Plaza Amenities, as applicable, indicating that the Property or the Worldwide Plaza Amenities, as applicable, is free from all liensLiens, claims and other encumbrances not previously approved by Lender, (viiE) Lender shall have received an if requested by Lender, with respect to disbursements from the Rollover Account for the final draw tenant improvement costs with respect to any Lease, a current Tenant estoppel certificate from the applicable Tenant stating in form and substance reasonably acceptable to Lender certifying that (A) (1) all work required to be performed by Borrower such tenant improvements have been completed in accordance compliance in all material respects with all requirements under the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premisesLease, and (viiiF) Lender shall have received if a disbursement is related to tenant improvements, such other evidence as Lender may shall reasonably request to demonstrate that (A) the tenant improvements at the Property Approved Leasing Expenses to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower (or the portion thereof as to which such request for disbursement has been submitted has been completed and (B) the leasing commissions to be funded by the requested disbursement have been is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid for in full upon such disbursement to Borrower). Notwithstanding the foregoing, with respect to any Major Lease approved by Lender shall not be required in accordance with this Agreement, to disburse Rollover Funds more frequently than once each calendar month, and each the extent the conditions for disbursement of tenant improvement funds under such Major Lease conflict with the Rollover Funds must be conditions set forth in an amount not less than this Section 6.6.2, the Minimum Disbursement Amount (or a lesser amount if the total remaining balance provisions of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one such Major Lease related to disbursement of the amount remaining in the Rollover Account shall be made)control.

Release of Rollover Funds. (a) Provided no Event of Default is continuing, Lender shall direct Servicer to disburse Rollover Funds to Borrower out of the Rollover Funds upon satisfaction Account, within ten (10) days after the delivery by Borrower to Lender of each a request therefor (but not more often than once per month), in increments of the following conditionsat least $10,000 provided that: (i) Borrower shall submit a request such disbursement is for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursed, an Approved Leasing Expense; (ii) on the date such request for disbursement is received accompanied by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred and remain outstanding, (iiiA) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, (iv) Lender shall have received and, if applicable, approved a budget for tenant improvement costs and a schedule of leasing commission payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate from Borrower (A1) stating that all the items to be funded by the requested disbursement are Approved Leasing Expenses, and a description thereof, (2) stating that any tenant improvements at the applicable Individual Property to be funded by the requested disbursement (or the relevant portion thereof as to which such request for funds relates) have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with such tenant improvements, (B3) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with or the broker entitled to the leasing commissions to be funded by the requested disbursementcommissions, (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 satisfactory to Lender, and (D4) stating that the tenant improvement costs and/or leasing commission payments Approved Leasing Expenses (or the relevant portions thereof) to be funded from the disbursement in question have not been the subject of a previous disbursement, and (vi5) stating that all previous disbursements of Rollover Funds have been used to pay the previously identified Approved Leasing Expenses, (B) 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, (C) with respect to any disbursement in excess of $500,000, copies of appropriate lien waivers, conditional lien waivers or other evidence of payment reasonably satisfactory to Lender, and (D) at Lender’s optionoption with respect to a disbursement in excess of $250,000, a title search for the applicable Individual Property indicating that the such Individual Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, Lender (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each disbursement of the Rollover Funds must be in an amount not less than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account shall be madePermitted Encumbrances).

Release of Rollover Funds. (a) Lender shall direct Agent to disburse to Borrower the Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) the requesting Borrower shall submit a written request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and leasing commissions to be paid or reimbursedpaid, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iii) Lender shall have received and, if applicable, approved the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissionscommissions shall (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) to the extent not set forth in the Approved Annual Budget, Lender shall have received and, if applicable, and approved a budget for tenant improvement costs and a schedule of leasing commission commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments, (v) Lender shall have received an Officer’s Certificate (A) stating that all tenant improvements at the Individual Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority required in connection with such tenant improvements, (B) identifying (1) each Person the general contractor and material subcontractors and suppliers that supplied materials or labor in connection with the tenant improvements to be funded by performed at the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions 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 satisfactory to Lender, and (D) stating that the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous disbursement, (vi) at Lender’s option, a title search for the Individual Property for which Rollover Funds are being disbursed indicating that the Individual Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, and (vii) Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premises, and (viii) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the Individual Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to requesting Borrower. Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each or with respect to the Individual Property unless such requested disbursement of the Rollover Funds must be is in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made).

Release of Rollover Funds. (a) Subject to the provisions set forth in Section 6.6.2(c), Lender shall direct Agent to disburse to Borrower the Rollover Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least thirty ten (3010) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs and costs, leasing commissions and/or other leasing costs to be paid or reimbursedpaid, (ii) on the date such request is received by Lender and on the date such payment or reimbursement is to be made, no Default or Event of Default shall have occurred exist and remain outstandinguncured, (iii) Lender shall have received andapproved, if applicableto the extent required by Section 4.1.9 hereof, the applicable Replacement Lease (or such Replacement Lease shall have been deemed approved the Lease in accordance with Section 4.1.9 hereof), in respect of which Borrower is obligated to pay or reimburse certain the tenant improvement costs, leasing commissions and/or other leasing costs and leasing commissionsspecified 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 Rollover Funds to be released by Lender for tenant improvements required to be performed by Borrower, leasing commissions or other leasing costs pursuant to any Replacement Lease, Lender shall have received and, if applicable, approved a budget for such tenant improvement costs and a reasonably detailed schedule of leasing commission 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 Rollover Funds to be released by Lender for tenant improvements required to be performed by Borrower pursuant to or in connection with a Replacement Lease, Lender shall have received an Officer’s Certificate a certificate from Borrower (A) stating that all such tenant improvements at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority required in connection with such tenant improvements, (B) identifying (1) each Person that supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (2) each Person that provided brokerage services in connection with the leasing commissions 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 Lender, and Lender (D) stating that which may be conditional as to the tenant improvement costs and/or leasing commission payments to be funded have not been the subject of a previous requested disbursement), (vi) with respect to any Rollover Funds to be released by Lender for tenant improvements required to be performed by Borrower pursuant to or in connection with a Replacement Lease, at Lender’s option, if the disbursement is in excess of $250,000, a title search for the Property indicating that the Property is free from all liensLiens, claims and other encumbrances not previously approved by Lender, Lender other than Permitted Encumbrances and (vii) with respect to any Rollover Funds to be released by Lender shall have received an estoppel certificate from the applicable Tenant stating that (A) (1) all work for tenant improvements required to be performed by Borrower have been completed in accordance with the applicable Lease and have been accepted by such Tenant or (2) all work required to be performed by such Tenant have been completed and a reimbursement of the amount specified in such estoppel certificate is due to such Tenant pursuant to its Lease and (B) such Tenant is in occupancy and paying full unabated rent or has taken possession of the demised premisesa Replacement Lease, and (viii) Lender shall have received such other evidence as Lender may shall reasonably request that (A) the tenant improvements at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid for in full upon such disbursement to Borrower and (B) the leasing commissions subject to be funded by the requested disbursement have been paid for or will be paid for in full upon such disbursement to Borrowerretainage amounts, if applicable). Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and each unless such requested disbursement of the Rollover Funds must be is in an amount not less greater than the Minimum Disbursement Amount (or a lesser amount if the total remaining balance amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the Rollover Account account shall be made). All disbursements of Rollover Funds made by Lender in respect of any free rent shall be deposited into the Clearing Account as if such sums were received by Borrower as Rent during the calendar month after such request is made by Borrower.