ARE ANY EXCESS FUNDS REMAINING IN THE OUTSTANDING TILC
RESERVE AFTER BORROWER HAS PAID ALL OF ITS OBLIGATIONS TO ALL OUTSTANDING TILC
TENANTS, UPON LENDER'S RECEIPT OF A WRITTEN REQUEST, WHICH REQUEST SHALL BE
DELIVERED WITH A STATEMENT FROM THE BORROWER THAT NO FURTHER LEASING
COMMISSIONS, TENANT IMPROVEMENT OBLIGATIONS AND/OR TENANT ALLOWANCE OBLIGATIONS
EXIST UNDER THIS SECTION 3.7, LENDER SHALL WITHIN TWENTY (20) DAYS THEREAFTER,
DISBURSE ANY OF THE BALANCE OF THE OUTSTANDING TILC RESERVE TO BORROWER.
SECTION 3.8
FREE RENT RESERVE. ON THE DATE HEREOF BORROWER HAS
ESTABLISHED WITH LENDER A RESERVE (THE "FREE RENT RESERVE") IN THE AMOUNT OF
$2,767,695.35 IN CONNECTION WITH THE FREE RENT AND/OR RENT CONCESSIONS DUE TO
THE TENANTS SET FORTH ON EXHIBIT C ATTACHED HERETO (EACH A "FREE RENT TENANT")
UNDER THOSE CERTAIN LEASES SET FORTH ON EXHIBIT C. SO LONG AS BORROWER HAS MADE
ALL OF BORROWER'S REQUIRED MONTHLY DEBT SERVICE PAYMENTS (INCLUDING RESERVES AND
ESCROWS) TO LENDER IN CONNECTION WITH THE LOAN DOCUMENTS AND PROVIDED THAT NO
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, BORROWER MAY SUBMIT TO LENDER A
WRITTEN REQUEST FOR DISBURSEMENT FROM THE FREE RENT RESERVE ONCE EACH MONTH IN
THE AMOUNT SET FORTH ON EXHIBIT C ATTACHED HERETO FOR EACH FREE RENT TENANT FOR
EACH SUCH MONTH FOR THE NUMBER OF MONTHS SET FORTH ON EXHIBIT C.
ARTICLE IV
EVENTS OF DEFAULT
SECTION 4.1
EVENTS OF DEFAULT. THE OCCURRENCE OF ANY OF THE
FOLLOWING EVENTS SHALL BE AN EVENT OF DEFAULT HEREUNDER:
(A)
BORROWER (X) FAILS TO PAY ANY PAYMENTS DUE UNDER THE NOTE OR TO
THE RESERVES ON THE DATE WHEN THE SAME IS DUE AND PAYABLE, OR (Y) FAILS TO PAY
ANY MONEY TO LENDER REQUIRED HEREUNDER AT THE TIME OR WITHIN ANY APPLICABLE
GRACE PERIOD SET FORTH HEREIN, OR IF NO GRACE PERIOD IS SET FORTH HEREIN, THEN
WITHIN SEVEN (7) DAYS OF THE DATE SUCH PAYMENT IS DUE (EXCEPT THOSE REGARDING
PAYMENTS TO BE MADE UNDER THE NOTE OR TO THE RESERVES, WHICH FAILURE IS NOT
SUBJECT TO ANY GRACE OR CURE PERIOD).
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(B)
BORROWER FAILS TO PROVIDE INSURANCE AS REQUIRED BY SECTION 2.3
HEREOF OR FAILS TO PERFORM ANY COVENANT, AGREEMENT, OBLIGATION, TERM OR
CONDITION SET FORTH IN SECTION 2.27 OR SECTION 2.29 HEREOF.
(C)
BORROWER FAILS TO PERFORM ANY OTHER COVENANT, AGREEMENT,
OBLIGATION, TERM OR CONDITION SET FORTH HEREIN, OTHER THAN THOSE OTHERWISE
DESCRIBED IN THIS SECTION 4.1, AND, TO THE EXTENT SUCH FAILURE OR DEFAULT IS
SUSCEPTIBLE OF BEING CURED, THE CONTINUANCE OF SUCH FAILURE OR DEFAULT FOR
THIRTY (30) DAYS AFTER WRITTEN NOTICE THEREOF FROM LENDER TO BORROWER; PROVIDED,
HOWEVER, THAT IF SUCH DEFAULT IS SUSCEPTIBLE OF CURE BUT SUCH CURE CANNOT BE
ACCOMPLISHED WITH REASONABLE DILIGENCE WITHIN SAID PERIOD OF TIME, AND IF
BORROWER COMMENCES TO CURE SUCH DEFAULT PROMPTLY AFTER RECEIPT OF NOTICE THEREOF
FROM LENDER, AND THEREAFTER PROSECUTES THE CURING OF SUCH DEFAULT WITH
REASONABLE DILIGENCE, SUCH PERIOD OF TIME SHALL BE EXTENDED FOR SUCH PERIOD OF
TIME AS MAY BE NECESSARY TO