THE LC AGREEMENT AND/OR THE LETTER OF CREDIT (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES).
SECTION 3.7
OUTSTANDING TILC RESERVE. ON THE DATE HEREOF BORROWER
HAS ESTABLISHED WITH LENDER A RESERVE (THE "OUTSTANDING TILC RESERVE") IN THE
AMOUNT OF $157,621.93 IN CONNECTION WITH CERTAIN LEASING COMMISSIONS AND TENANT
IMPROVEMENT OBLIGATIONS OF BORROWER THAT ARE OUTSTANDING AS OF THE DATE HEREOF
BUT NOT YET PAID TO THOSE CERTAIN TENANTS (EACH A "OUTSTANDING TILC TENANT", AND
COLLECTIVELY, THE "OUTSTANDING TILC TENANTS") AS MORE PARTICULARLY SET FORTH ON
EXHIBIT B ANNEXED HERETO. PROVIDED THAT NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, BORROWER MAY SUBMIT TO LENDER A WRITTEN REQUEST FOR DISBURSEMENT
FROM THE OUTSTANDING TILC RESERVE IN AN AMOUNT NOT TO EXCEED THE INITIAL DEPOSIT
MADE BY BORROWER INTO THE OUTSTANDING TILC
RESERVE ON THE DATE HEREOF, RELATING
TO SPACE LEASED BY AN OUTSTANDING TILC TENANT TOGETHER WITH (X) COPIES OF ALL
DOCUMENTATION REQUIRED TO BE DELIVERED BY THE OUTSTANDING TILC TENANT TO
BORROWER UNDER THE APPLICABLE LEASES AS A PREREQUISITE TO THE OUTSTANDING TILC
TENANT RECEIVING ITS TENANT ALLOWANCE, (Y) AN ESTOPPEL BY THE APPLICABLE
OUTSTANDING TILC TENANT STATING THAT THE TENANT ALLOWANCE DUE TO SUCH
OUTSTANDING TILC TENANT IS DUE AND PAYABLE, THAT THE OUTSTANDING TILC TENANT IS
IN POSSESSION OF ITS DEMISED PREMISES, IS OPEN FOR BUSINESS AND IS PAYING BASE
RENT UNDER ITS LEASE, AND THAT THERE ARE NO MATERIAL DEFAULTS UNDER THE LEASE TO
THE OUTSTANDING TILC TENANT AND (Z) A COPY OF THE CHECK SENT BY BORROWER TO THE
OUTSTANDING TILC TENANT EVIDENCING THE PAYMENT OF THE TENANT ALLOWANCE;
PROVIDED,
57
HOWEVER, THAT BORROWER SHALL NOT BE REIMBURSED FOR MORE THAN A TOTAL OF
$157,621.93. IN NO EVENT SHALL BORROWER BE REIMBURSED FOR MORE THAN THE AMOUNT
ALLOCATED FOR THE APPLICABLE OUTSTANDING TILC TENANT AS SET FORTH ON EXHIBIT B.
ALL FUNDS DEPOSITED INTO THE OUTSTANDING TILC RESERVE SHALL BE HELD BY LENDER
PURSUANT TO THE PROVISIONS OF THIS SECURITY INSTRUMENT AND, PROVIDED THAT NO
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, ALL SUCH FUNDS SHALL BE
APPLIED IN PAYMENT OF LEASING COMMISSIONS AND TENANT IMPROVEMENT OBLIGATIONS
WITH RESPECT TO THE OUTSTANDING TILC TENANTS. SHOULD AN EVENT OF DEFAULT OCCUR
AND BE CONTINUING, THE SUMS ON DEPOSIT IN THE OUTSTANDING TILC RESERVE MAY BE
APPLIED BY LENDER IN PAYMENT OF ANY LEASING COMMISSIONS OR TENANT IMPROVEMENTS
WITH RESPECT TO ANY OUTSTANDING TILC TENANTS OR MAY BE APPLIED 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. TO THE EXTENT THERE 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