AND "HEREUNDER" AND WORDS OF
SIMILAR IMPORT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY
17
PARTICULAR PROVISION, (III) ALL DEFINITIONS ARE EQUALLY APPLICABLE TO THE
SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED, (IV) THE WORD "INCLUDING" MEANS
"INCLUDING BUT NOT LIMITED TO," AND (V) ACCOUNTING TERMS NOT SPECIFICALLY
DEFINED HEREIN SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP.
2.
GENERAL LOAN TERMS
2.1
LOAN COMMITMENT; DISBURSEMENT TO BORROWER.
2.1.1
AGREEMENT TO LEND AND BORROW.
Subject to and upon the terms and conditions set forth herein, Lender hereby
agrees to make and Borrower hereby agrees to accept the Initial Advance of the
Loan on the Closing Date.
2.1.2
ADDITIONAL ADVANCES.
Subject to and upon the terms and conditions herein set forth, Lender agrees, at
any time and from time to time on or after the Closing Date and to and including
the Facility End Date, to make Additional Advances to Borrower, which Additional
Advances shall not exceed $24,385,000.00 in the aggregate (the "Maximum
Additional Advance Amount").
Any amount borrowed and repaid hereunder in
respect of the Loan (or any portion thereof comprising an Additional Advance)
may not be reborrowed.
2.1.3
LIMITATION ON ADDITIONAL ADVANCES.
Each Additional Advance shall be used solely to pay for the Building 800 Work
Expenditures and the Building 800 Leasing Costs Expenditures.
No Additional
Advance shall be made after the Facility End Date.
There shall be no more than
one (1) Additional Advance made in any calendar month.
2.1.4
REQUEST FOR ADDITIONAL ADVANCES; CONDITIONS PRECEDENT.
(A)
SUBJECT TO AND UPON THE TERMS AND CONDITIONS HEREIN
SET FORTH, LENDER AGREES, AT ANY TIME AND FROM TIME TO TIME ON OR AFTER THE
CLOSING DATE AND TO AND INCLUDING THE FACILITY END DATE, TO MAKE ADDITIONAL
ADVANCES TO BORROWER, WHICH ADDITIONAL ADVANCES SHALL NOT EXCEED: $4,000,000.00
IN THE AGGREGATE FOR THE PURPOSE OF PAYING THE ACTUAL COSTS OF (OR REIMBURSING
BORROWER FOR) WORK RELATING TO THE OUTFITTING OF BUILDING 800 FOR TENANT
OCCUPANCY (THE "BUILDING 800 WORK EXPENDITURES"); AND $20,385,000 IN THE
AGGREGATE FOR THE PURPOSE OF PAYING THE ACTUAL COSTS OF (OR REIMBURSING BORROWER
FOR) LEASING COSTS RELATING TO LEASES OF SPACE IN BUILDING 800 WHICH HAVE BEEN
APPROVED IN ACCORDANCE WITH THE TERMS HEREOF (THE "BUILDING 800 LEASING COSTS
EXPENDITURES").
EACH ADDITIONAL ADVANCE SHALL BE CONSIDERED ADDED TO THE UNPAID
PRINCIPAL BALANCE OF THE LOAN AS OF THE DAY SUCH ADDITIONAL ADVANCE IS MADE FOR
PURPOSES OF BORROWER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, AND REPAYMENT
THEREOF, TOGETHER WITH INTEREST THEREON AT THE INTEREST RATE AND SHALL BE
SECURED BY THE MORTGAGE AND OTHER COLLATERAL GIVEN FOR THE LOAN.
(B)
[INTENTIONALLY OMITTED]
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(C)
LENDER SHALL MAKE ADDITIONAL ADVANCES TO BORROWER
FOR BUILDING 800 WORK EXPENDITURES AND BUILDING 800 LEASING COSTS EXPENDITURES
UPON SATISFACTION OF THE FOLLOWING CONDITIONS:
(1)
BORROWER SHALL SUBMIT TO LENDER A REQUEST
FOR AN ADDITIONAL ADVANCE IN THE SAME MANNER REQUIRED WITH RESPECT TO
DISBURSEMENTS FROM THE REPLACEMENT RESERVE SUBACCOUNT (WITH RESPECT TO BUILDING
800 WORK EXPENDITURES) AND