TO MAKING A MONTHLY DISBURSEMENT IN ORDER TO VERIFY COMPLETION OF
IMPROVEMENTS FOR WHICH REIMBURSEMENT IS SOUGHT.
ANY LEASE TERMINATION FEE SHALL
BE APPLIED FIRST TO TENANT IMPROVEMENT AND LEASING COMMISSION OBLIGATIONS
INCURRED IN CONNECTION WITH THE RELETTING OF THE SPACE FOR WHICH SUCH LEASE
TERMINATION FEE WAS PAID PURSUANT TO A LEASE APPROVED BY LENDER IN ACCORDANCE
WITH THE PROVISIONS OF THIS AGREEMENT, AND ANY REMAINING PORTION OF SUCH LEASE
TERMINATION FEE SHALL BE RELEASED TO BORROWER PROVIDED THAT NO EVENT OF DEFAULT
EXISTS AND LENDER SHALL HAVE RECEIVED A TENANT ESTOPPEL CERTIFICATE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO LENDER.
SECTION 7.5
EXCELLERX LEASE.
7.5.1
UNLESS THE EXCELLERX LEASE IS EXTENDED ON TERMS
ACCEPTABLE TO LENDER PRIOR TO MARCH 31, 2014, A CASH SWEEP PERIOD SHALL BE
IMPLEMENTED PURSUANT TO THE CASH MANAGEMENT AGREEMENT UNTIL SUCH TIME AS
$980,000 OF EXCESS CASH HAS BEEN COLLECTED OR ANOTHER "CASH SWEEP CURE" HAS
OCCURRED UNDER THE CASH MANAGEMENT AGREEMENT.
ANY CASH, LETTER OF CREDIT OR
GUARANTY OF PAYMENT, AS APPLICABLE, DEPOSITED WITH LENDER PURSUANT TO THIS
SECTION 7.5 SHALL BE RELEASED, AND ANY RELATED CASH SWEEP PERIOD SHALL
TERMINATE, AT SUCH TIME AS (I) EITHER (A) THE EXCELLERX LEASE IS EXTENDED ON
MARKET TERMS AND CONDITIONS ACCEPTABLE TO LENDER OR (B) BORROWER ENTERS INTO A
NEW LEASE OR LEASES WITH A REPLACEMENT TENANT OR TENANTS FOR THE RELATED SPACE
AND SUCH REPLACEMENT TENANT IS IN OCCUPANCY AND PAYING RENT (AS EVIDENCED BY AN
ESTOPPEL CERTIFICATE IN FORM AND SUBSTANCE ACCEPTABLE TO LENDER) PROVIDED BOTH
THE TENANT(S) AND THE LEASE(S) ARE PRE-APPROVED BY LENDER IN ITS SOLE AND
ABSOLUTE DISCRETION BASED UPON LENDER'S THEN CURRENT UNDERWRITING CRITERIA
(PROVIDED THAT IF THE PROPERTY IS LEASED TO MORE THAN ONE TENANT, THE APPROVAL
OF THE REPLACEMENT LEASES SHALL BE GOVERNED BY THE PROVISIONS OF SECTION 5.1.20
HEREOF), (II) THE PROPERTY HAS MAINTAINED MINIMUM OCCUPANCY OF EIGHTY PERCENT
(80%) OR GREATER FOR AT LEAST ONE CALENDAR QUARTER AND (III) THE DEBT SERVICE
COVERAGE RATIO EQUALS OR EXCEEDS 1.20 TO 1.0 BASED ON A THIRTY (30) YEAR
AMORTIZATION PERIOD.
PRIOR TO BEING RELEASED TO BORROWER, HOWEVER, ANY CASH OR
LETTER OF CREDIT DEPOSITED PURSUANT TO THIS SECTION 7.5.1 SHALL BE APPLIED FIRST
TO ANY TENANT IMPROVEMENT AND LEASING COMMISSION OBLIGATIONS INCURRED BY
BORROWER IN CONNECTION WITH ANY RELETTING OF THE PROPERTY OR EXTENSION OF THE
EXCELLERX LEASE IN THE SAME MANNER AS ROLLOVER RESERVE FUNDS PURSUANT TO SECTION
7.4 OF THIS AGREEMENT.
7.5.2
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO
EVENT SHALL BORROWER HAVE THE RIGHT TO DELIVER A GUARANTY OF PAYMENT IN LIEU OF
CASH OR A LETTER OF CREDIT PURSUANT TO THIS SECTION 7.5 IF (A) THE TANGIBLE NET
WORTH OF GUARANTOR IS LESS THAN $300,000,000 OR (B) THE LIQUIDITY OF GUARANTOR
IS LESS THAN THE GREATER OF (I) $10,000,000 OR (II) TWENTY-FIVE PERCENT (25%) OF
GUARANTOR'S CONTINGENT LIABILITIES.
IF AT ANY TIME WHEN A GUARANTY OF PAYMENT
IS OUTSTANDING THE GUARANTOR DOES NOT SATISFY THE FOREGOING TANGIBLE NET WORTH
AND LIQUIDITY