DEFAULT HAS OCCURRED AND IS CONTINUING, ON EACH PAYMENT DATE SET FORTH ON
EXHIBIT F, ATTACHED HERETO AND MADE A PART HEREOF, LENDER SHALL TRANSFER A SUM
EQUAL TO THE AMOUNT SPECIFIED ON EXHIBIT F TO THE RENT ACCOUNT FROM THE
UNDERWRITTEN RENT ESCROW ACCOUNT. SHOULD AN EVENT OF DEFAULT OCCUR AND BE
CONTINUING, SUMS ON DEPOSIT IN THE UNDERWRITTEN RENT ESCROW ACCOUNT MAY BE
APPLIED BY LENDER TO THE PAYMENT OF THE DEBT OR ANY OTHER CHARGES AFFECTING ALL
OR ANY PORTION OF THE PROPERTY, AS LENDER IN ITS SOLE DISCRETION MAY DETERMINE;
PROVIDED, HOWEVER, THAT NO SUCH APPLICATION SHALL BE DEEMED TO HAVE BEEN MADE BY
OPERATION OF LAW OR OTHERWISE UNTIL ACTUALLY MADE BY LENDER AS HEREIN PROVIDED.
SECTION 5.15. DESIGNATED LEASE RESERVE ESCROW ACCOUNT.
(A)
BORROWER HEREBY AGREES TO PAY ALL EXPENSES AND OTHER ITEMS FOR
WHICH FUNDS HAVE BEEN PLACED IN THE DESIGNATED LEASE RESERVE ESCROW ACCOUNT
(COLLECTIVELY, THE "DESIGNATED LEASE EXPENSES") WITH RESPECT TO THE DESIGNATED
LEASES (WITHOUT REGARD TO THE AMOUNT OF MONEY THEN AVAILABLE IN THE DESIGNATED
LEASE RESERVE ESCROW ACCOUNT). PROVIDED THAT NO EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING AND THAT LENDER HAS RECEIVED A WRITTEN REQUEST FROM BORROWER
FOR PAYMENT OR REIMBURSEMENT OF ANY COSTS INCURRED IN CONNECTION WITH ANY
DESIGNATED LEASE EXPENSES, TOGETHER WITH (1) UNCONDITIONAL LIEN WAIVERS (TO THE
EXTENT PERMITTED BY LAW AND WITH RESPECT TO PAYMENTS RECEIVED TO DATE, IF
APPLICABLE), (2) IF REQUESTED BY LENDER, AND IF THE WORK IS BEING PERFORMED BY
BORROWER, A STATEMENT FROM AN ARCHITECT OR ENGINEER OR AN OFFICER'S CERTIFICATE,
INDICATING THAT THE DESIGNATED LEASE EXPENSES FOR WHICH PAYMENT OR REIMBURSEMENT
IS SOUGHT HAVE BEEN SUBSTANTIALLY COMPLETED IN MATERIAL COMPLIANCE WITH ALL
LEGAL REQUIREMENTS, (3) UNLESS BORROWER REQUESTS DISBURSEMENT BY MEANS OF CHECK
PAYABLE JOINTLY TO BORROWER AND THE APPLICABLE VENDOR, COPIES OF BILLS FOR SUCH
DESIGNATED LEASE EXPENSES FOR THE PORTION DUE AND FOR WHICH PAYMENT OR
REIMBURSEMENT IS SOUGHT, (4) UNLESS THE TENANT HAS UNDERTAKEN THE WORK WHICH IS
THE SUBJECT OF THE DESIGNATED LEASE EXPENSES, UPON FINAL COMPLETION OF SUCH
WORK, A TENANT ESTOPPEL CERTIFICATE FROM THE TENANT LEASING SPACE IN THE
PREMISES FOR WHOM THE DESIGNATED LEASE EXPENSES WERE MADE (OR IF AFTER USING
COMMERCIALLY REASONABLE EFFORTS, BORROWER IS NOT ABLE TO OBTAIN THE TENANT
ESTOPPEL CERTIFICATE, A LANDLORD ESTOPPEL CERTIFICATE) WHICH INDICATES, AMONG
OTHER THINGS, THAT THE TENANT UNDER SUCH SPACE LEASE IS IN OCCUPANCY, HAS
ACCEPTED THE DEMISED PREMISES UNDER SUCH SPACE LEASE AND HAS PAID ALL RENTS THEN
DUE UNDER THE SPACE LEASE WITHOUT ABATEMENT, SUSPENSION, DEFERMENT, DIMINUTION,
REDUCTION OR OTHER ALLOWANCES, EXCEPT AS PROVIDED IN SUCH SPACE LEASE, AND (5)
SUCH OTHER DOCUMENTATION AS MAY BE REASONABLY REQUESTED BY LENDER TO ESTABLISH
THAT THE DESIGNATED LEASE EXPENSES OR PORTION THEREOF WHICH ARE THE SUBJECT OF
SUCH REQUEST HAVE BEEN SUBSTANTIALLY COMPLETED, ALL OF WHICH ARE REASONABLY
ACCEPTABLE IN FORM AND SUBSTANCE TO LENDER, THEN LENDER SHALL WITHIN FIVE (5)
BUSINESS DAYS THEREAFTER DISBURSE TO BORROWER, TO THE EXTENT OF FUNDS