WITHOUT LIMITATION, DELINQUENT RENT, REAL PROPERTY TAXES, AND OTHER
ITEMS CUSTOMARILY PRO-RATED IN CONNECTION WITH SALES OF REAL PROPERTY, SHALL BE
FOR THE SOLE BENEFIT OF, AND BE THE SOLE RESPONSIBILITY OF, THE MARC PRINCIPALS
AND NOT THAT OF THE APPLICABLE PROPERTY OR PROPERTY OWNER AND THE PROPERTY
OWNERS SHALL PAY SUCH REVENUES TO THE MARC PRINCIPALS AND THE MARC PRINCIPALS
HEREBY INDEMNIFY AND HOLD THE APPLICABLE PROPERTY OWNER AND FIRST UNION HARMLESS
AGAINST ANY SUCH OBLIGATION, LIABILITY OR CLAIM.
IN FURTHERANCE OF THE
FOREGOING, FIRST UNION ACKNOWLEDGES THAT ALL ACCOUNTS RECEIVABLE (INCLUDING,
WITHOUT LIMITATION, UNCOLLECTED RENTS FOR THE PERIOD PRIOR TO THE CLOSING DATE,
CASH AND CASH EQUIVALENTS OWNED BY THE PROPERTY OWNER (EXCEPT FOR THOSE HELD IN
ESCROW ACCOUNTS FOR WHICH ADJUSTMENT HAS BEEN MADE OR SECURITY DEPOSITS)) ARE TO
BE PAID TO THE MARC PRINCIPALS AND SHALL NOT BE AN ASSET OF THE PROPERTY OWNER.
ARTICLE 7
ADDITIONAL LOANS
7.1
TI/CAP EX LOANS.
7.1.1
COMMITMENT AMOUNT.
SO LONG AS FIRST UNION HOLDS AN INDIRECT
INTEREST IN OR HAS MADE A PROPERTY LOAN WITH RESPECT TO A PROPERTY, THE MARC
PRINCIPALS AND FIRST UNION SHALL BE OBLIGATED TO MAKE LOANS ("TI/CAP EX LOANS")
OF UP TO AN AGGREGATE OF $15 MILLION COLLECTIVELY TO BE USED TO FINANCE LEASING
COMMISSIONS, TENANT IMPROVEMENTS OR CAPITAL EXPENDITURES REQUIRED TO BE MADE TO
A PROPERTY TO MAINTAIN IT IN THE MANNER IN WHICH THE PROPERTY HAS HISTORICALLY
BEEN MAINTAINED AND ENABLE THE PROPERTY TO COMPLY WITH APPLICABLE ADA
REQUIREMENTS AND BUILDING CODES AND ORDINANCES, AND WHICH HAVE BEEN PROVIDED FOR
IN THE APPROVED BUDGET FOR SUCH PROPERTY, ALL ON THE CONDITIONS SET FORTH
HEREIN.
7.1.2
TI/CAP EX NOTICE.
AT SUCH TIME AS A PROPERTY OWNER SHALL DETERMINE
THAT A TI/CAP EX LOAN IS ADVISABLE, SUCH PROPERTY OWNER SHALL DELIVER TO FIRST
UNION AND THE MARC PRINCIPALS A NOTICE (A "TI/CAP EX NOTICE"), WHICH TI/CAP EX
NOTICE SHALL SET FORTH THE AMOUNT REQUESTED FOR SUCH TI/CAP EX LOAN, THE
APPLICABLE PROPERTY OWNER AND PROPERTY, THE PURPOSE OF THE TI/CAP EX LOAN AND A
BUDGET FOR THE APPLICABLE LEASING COMMISSIONS, TENANT IMPROVEMENTS OR CAPITAL
EXPENDITURES.
7.1.3
TI/CAP EX LOAN ADVANCES.
NOT LATER THAN 30 DAYS FOLLOWING THE
RECEIPT OF THE TI/CAP EX NOTICE AND ALL OTHER INFORMATION REQUIRED TO BE
DELIVERED IN CONNECTION THEREWITH, THE MARC PRINCIPALS AND FIRST UNION SHALL
CAUSE TO BE MADE A TI/CAP EX LOAN TO THE APPLICABLE PROPERTY OWNER, IN AN AMOUNT
EQUAL TO THE PRODUCT OF (I) THE AMOUNT OF THE TI/CAP EX LOAN REQUESTED OR
PORTION THEREOF THEN BEING REQUESTED AND (II) EITHER (X) THE DIRECT OR INDIRECT
OWNERSHIP INTEREST OF THE MARC ENTITY OR FIRST UNION, AS APPLICABLE, IN THE
PROPERTY OWNER OF SUCH TI/CAP EX LOAN OR (Y) IN THE CASE OF A TI/CAP EX LOAN
MADE TO A PROPERTY OWNER FOR WHICH A PROPERTY LOAN IS THEN OUTSTANDING, 60%, IN
THE CASE OF FIRST UNION, AND 40%, IN THE CASE OF THE MARC PRINCIPALS.
THE
PARTIES ACKNOWLEDGE THAT THE FUNDS IN THE TI/CAP EX