FUNDS REMAINING AFTER THE DEBT HAS BEEN PAID IN FULL SHALL BE RETURNED TO
BORROWER.
IF LENDER ELECTS TO PAYDOWN THE LOAN, PURSUANT TO THIS SECTION, NO
YIELD MAINTENANCE PREMIUM SHALL BE DUE IN CONNECTION WITH SUCH PAYDOWN.
SECTION 7.6
DEPOSITS OF GROUND RENT FUNDS. ANY AMOUNTS DEPOSITED INTO
THE GROUND RENT ESCROW ACCOUNT PURSUANT TO THE TERMS OF THE CASH MANAGEMENT
AGREEMENT SHALL HEREINAFTER BE REFERRED TO AS THE "GROUND RENT FUNDS").
7.6.1
RELEASE OF GROUND RENT FUNDS.
DURING A CASH SWEEP PERIOD, PROVIDED
NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, LENDER SHALL APPLY THE
GROUND RENT FUNDS TO PAYMENTS OF GROUND RENT.
IN MAKING ANY PAYMENT RELATING TO
GROUND RENT, LENDER MAY DO SO ACCORDING TO ANY BILL OR STATEMENT GIVEN BY THE
GROUND LESSOR WITHOUT INQUIRY INTO THE ACCURACY OF SUCH BILL OR STATEMENT OR
INTO THE VALIDITY OF ANY RENT, ADDITIONAL RENT OR OTHER CHARGE THEREOF.
ANY
GROUND RENT FUNDS REMAINING AFTER THE DEBT HAS BEEN PAID IN FULL SHALL BE
RETURNED TO BORROWER.
SECTION 7.7
DEPOSITS TO TI ALLOWANCE RESERVE FUNDS. BORROWER SHALL
PAY TO LENDER ON THE DATE HEREOF THE SUM OF $3,301,480.35 (THE "TI ALLOWANCE
DEPOSIT"), WHICH AMOUNTS SHALL BE DEPOSITED WITH AND HELD BY LENDER FOR THE
TENANT IMPROVEMENT ALLOWANCE SET FORTH ON SCHEDULE VI ATTACHED HERETO AND MADE A
PART HEREOF.
AMOUNTS SO DEPOSITED SHALL HEREINAFTER BE REFERRED TO AS THE "TI
ALLOWANCE RESERVE FUNDS" AND THE ACCOUNT IN WHICH SUCH AMOUNTS ARE HELD SHALL
HEREINAFTER BE REFERRED TO AS BORROWER'S "TI ALLOWANCE RESERVE ACCOUNT".
7.7.1
WITHDRAWAL OF TI ALLOWANCE RESERVE FUNDS.
LENDER SHALL DISBURSE TO
BORROWER A PORTION OF THE TI ALLOWANCE
RESERVE FUNDS ALLOCABLE TO EACH
APPLICABLE TENANT (EACH, A "TI RESERVE TENANT") LISTED ON SCHEDULE VI ATTACHED
HERETO IN AN AMOUNT NOT TO EXCEED THE AMOUNT ALLOCABLE TO SUCH TI RESERVE TENANT
AS SET FORTH SCHEDULE VI ATTACHED HERETO UPON SATISFACTION BY BORROWER OF EACH
OF THE FOLLOWING CONDITIONS: (I) BORROWER SHALL SUBMIT A REQUEST FOR PAYMENT TO
LENDER AT LEAST FIFTEEN (15) DAYS PRIOR TO THE DATE ON WHICH BORROWER REQUESTS
SUCH PAYMENT BE MADE AND SPECIFIES THE TENANT IMPROVEMENT COSTS TO BE PAID; (II)
ON THE DATE SUCH REQUEST IS RECEIVED BY LENDER AND ON THE DATE SUCH PAYMENT IS
TO BE MADE, NO EVENT OF DEFAULT SHALL EXIST AND REMAIN UNCURED; (III) LENDER
SHALL
HAVE RECEIVED A CERTIFICATE FROM BORROWER (A) STATING THAT ALL TENANT
IMPROVEMENTS AT THE PROPERTY TO BE FUNDED BY THE REQUESTED DISBURSEMENT HAVE
BEEN COMPLETED IN GOOD AND WORKMANLIKE MANNER AND IN ACCORDANCE WITH ALL
APPLICABLE FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS, SUCH
CERTIFICATE TO BE ACCOMPANIED BY A COPY OF ANY LICENSE, PERMIT OR OTHER APPROVAL
BY ANY GOVERNMENTAL AUTHORITY REQUIRED IN CONNECTION WITH THE TENANT
IMPROVEMENTS, (B) IDENTIFYING EACH PERSON THAT SUPPLIED MATERIALS OR LABOR IN
CONNECTION WITH THE TENANT IMPROVEMENTS TO BE FUNDED BY THE REQUESTED
DISBURSEMENT AND (C) STATING THAT EACH SUCH PERSON HAS BEEN PAID IN FULL OR WILL
BE PAID IN