AND PERFORMANCE OF ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS.
(C)
UPON THE EARLIER TO OCCUR OF REPAYMENT IN FULL OF THE LOAN IN
ACCORDANCE WITH THE TERMS HEREOF AND A CASH MANAGEMENT TERMINATION EVENT, THE
BALANCE OF FUNDS, IF ANY, ON DEPOSIT WITH LENDER AND/OR LENDER'S SERVICER
PURSUANT TO THIS PROVISION SHALL BE DISTRIBUTED TO BORROWER.
(D)
BORROWER SHALL BE RESPONSIBLE FOR ALL COSTS ASSOCIATED WITH THE
CASH MANAGEMENT ARRANGEMENTS, INCLUDING LENDER'S COST AND EXPENSE, IF ANY, FOR
ANY ACCOUNTS THEREFORE.
(E)
THE INSUFFICIENCY OF FUNDS, IF ANY, DELIVERED TO OR DEPOSITED WITH
LENDER OR LENDER'S SERVICER PURSUANT TO THESE PROVISIONS SHALL NOT RELIEVE
BORROWER, IN WHOLE OR IN PART, OF ANY OF ITS OBLIGATIONS PURSUANT TO THIS LOAN
AGREEMENT OR THE OTHER LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION, THE
OBLIGATION TO MAKE PAYMENTS AS AND WHEN DUE AND PAYABLE PURSUANT TO THE LOAN
DOCUMENTS.
(F)
FOR PURPOSES OF THIS SECTION 5.3, THE FOLLOWING TERMS SHALL HAVE
THE MEANINGS SET FORTH BELOW:
(1)
"COMMITMENT" SHALL MEAN AND REFER TO A FULLY EXECUTED WRITTEN
COMMITMENT FOR THE REFINANCING OF THE ENTIRE OUTSTANDING PRINCIPAL BALANCE
50
OF THE LOAN, TOGETHER WITH ALL ACCRUED INTEREST THEREON, FROM AN INSTITUTIONAL
LENDER.
(2)
"EXCESS RENT PROCEEDS" SHALL MEAN, AS OF ANY DATE OF
DETERMINATION THEREOF, THE EXCESS, IF ANY, OF (A) RENT RECEIVED BY LENDER OR ITS
SERVICER FOR SUCH MONTH, OVER (B) ALL AMOUNTS DUE AND PAYABLE BY BORROWER
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION, THE
MONTHLY PAYMENT OF INTEREST AND ANY MONTHLY DEPOSITS TO RESERVES REQUIRED
HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS, IF ANY.
EXCESS RENT PROCEEDS SHALL
BE DETERMINED BY LENDER OR ITS SERVICER AS OF EACH PAYMENT DATE.
(3)
"RESTRICTIVE CONDITION" SHALL MEAN AND REFER TO THE OCCURRENCE
OF ANY OF THE FOLLOWING:
(A) AN EVENT OF DEFAULT HEREUNDER OR UNDER ANY OF THE
OTHER LOAN DOCUMENTS, (B) BORROWER (I) FAILS TO PROVIDE LENDER WITH A COMMITMENT
ON OR PRIOR TO THE REFINANCE NOTIFICATION DATE, OR (II) PROVIDES LENDER WITH A
COMMITMENT ON OR PRIOR TO THE REFINANCE NOTIFICATION DATE AND THE VOID
COMMITMENT DATE OCCURS, BUT IN ALL EVENTS IF NOT THEN IN EFFECT, A RESTRICTIVE
CONDITION SHALL COMMENCE ON THE MATURITY ANTICIPATED REPAYMENT DATE.
(4)
"REFINANCE NOTIFICATION DATE" SHALL MEAN THREE (3) MONTHS PRIOR
TO THE MATURITY ANTICIPATED REPAYMENT DATE.
(5)
"VOID COMMITMENT DATE" SHALL MEAN THE DATE, IF ANY, UPON WHICH
THE COMMITMENT LAPSES, TERMINATES OR IS OTHERWISE WITHDRAWN.
(6)
"CASH MANAGEMENT TERMINATION EVENT" SHALL MEAN THAT LENDER HAS
ACCEPTED IN WRITING BORROWER'S CURE OF THE EVENT OF DEFAULT WHICH WAS THE BASIS
FOR THE OCCURRENCE OF THE RESTRICTIVE CONDITION (IT BEING UNDERSTOOD THAT THIS
PROVISION DOES NOT, AND IS NOT INTENDED TO, CREATE OR IMPOSE ANY OBLIGATION ON
LENDER'S PART TO ACCEPT SUCH CURE), AND THERE SHALL NOT THEN EXIST ANY OTHER
EVENT OF DEFAULT, PROVIDED, HOWEVER, THAT UNDER NO CIRCUMSTANCES SHALL THERE BE
MORE THAN TWO (2) CASH MANAGEMENT TERMINATION EVENTS DURING THE TERM OF THE
LOAN.
ARTICLE VI
INSURANCE; CASUALTY;