WITH THE PLANS AND SPECIFICATIONS
THEREFOR, LIEN-FREE, AND HAVE BEEN ACCEPTED BY SONY OR THE SONY REPLACEMENT
TENANT, AS APPLICABLE, (III) SONY OR THE SONY REPLACEMENT TENANT, AS APPLICABLE,
IS NOT THEN ENTITLED TO ANY CONCESSION OR REBATE OF RENT OR OTHER CHARGES FROM
TIME TO TIME DUE AND PAYABLE UNDER THE SONY RENEWAL LEASE THAT ARE NOT
ACCEPTABLE TO LENDER IN ITS REASONABLE DISCRETION, (IV) THERE ARE NO UNPAID OR
UNREIMBURSED CONSTRUCTION OR OTHER ALLOWANCES OR OTHER OFFSETS DUE SONY OR THE
SONY REPLACEMENT TENANT, AS APPLICABLE, UNDER THE SONY RENEWAL LEASE WHICH ARE
THEN DUE AND PAYABLE, AND (V) TO BORROWER'S BEST KNOWLEDGE THERE ARE NO DEFAULTS
BY BORROWER UNDER THE SONY RENEWAL LEASE; AND IN CONNECTION WITH A NEW LEASE TO
A SONY REPLACEMENT TENANT, BORROWER SHALL DELIVER OR CAUSE TO BE DELIVERED TO
LENDER, AT LENDER'S OPTION, A SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT FROM THE SONY REPLACEMENT TENANT IN FORM AND SUBSTANCE SATISFACTORY TO
LENDER.
SECTION 3.7
OUTSTANDING TILC RESERVE. ON THE DATE HEREOF BORROWER
HAS ESTABLISHED WITH LENDER A RESERVE (THE "OUTSTANDING TILC RESERVE") IN THE
AMOUNT OF $42,112.98 IN CONNECTION WITH CERTAIN LEASING COMMISSIONS AND TENANT
IMPROVEMENT OBLIGATIONS OF BORROWER THAT ARE OUTSTANDING AS OF THE DATE HEREOF
BUT NOT YET PAID TO SONY. PROVIDED THAT NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, BORROWER MAY SUBMIT TO LENDER A WRITTEN REQUEST FOR DISBURSEMENT
FROM THE OUTSTANDING TILC RESERVE IN AN AMOUNT NOT TO EXCEED THE INITIAL DEPOSIT
MADE BY BORROWER INTO THE OUTSTANDING TILC
RESERVE ON THE DATE HEREOF, RELATING
TO SPACE LEASED BY SONY TOGETHER WITH (X) COPIES OF ALL DOCUMENTATION REQUIRED
TO BE DELIVERED BY SONY TO BORROWER UNDER THE SONY LEASE AS A PREREQUISITE TO
SONY RECEIVING ITS TENANT ALLOWANCE, (Y) AN ESTOPPEL BY SONY STATING THAT THE
TENANT ALLOWANCE DUE TO SONY IS DUE AND PAYABLE, THAT SONY IS IN POSSESSION OF
ITS DEMISED PREMISES, IS OPEN FOR BUSINESS AND IS PAYING BASE RENT UNDER THE
SONY LEASE, AND THAT THERE ARE NO MATERIAL DEFAULTS UNDER THE SONY LEASE TO SONY
AND (Z) A COPY OF THE CHECK SENT BY BORROWER TO SONY EVIDENCING THE PAYMENT OF
THE TENANT ALLOWANCE; PROVIDED,
58
HOWEVER, THAT BORROWER SHALL NOT BE REIMBURSED FOR MORE THAN A TOTAL OF
$42,112.98. ALL FUNDS DEPOSITED INTO THE OUTSTANDING TILC RESERVE SHALL BE HELD
BY LENDER PURSUANT TO THE PROVISIONS OF THIS MORTGAGE AND, PROVIDED THAT NO
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, ALL SUCH FUNDS SHALL BE
APPLIED IN PAYMENT OF LEASING COMMISSIONS AND TENANT IMPROVEMENT OBLIGATIONS
WITH RESPECT TO SONY. SHOULD AN EVENT OF DEFAULT OCCUR AND BE CONTINUING, THE
SUMS ON DEPOSIT IN THE OUTSTANDING TILC RESERVE MAY BE APPLIED BY LENDER IN
PAYMENT OF ANY LEASING COMMISSIONS OR TENANT IMPROVEMENTS WITH RESPECT TO SONY
OR MAY BE APPLIED TO THE PAYMENT OF THE DEBT OR ANY OTHER CHARGES AFFECTING ALL
OR ANY PORTION OF THE PROPERTY, AS LENDER, IN ITS SOLE DISCRETION, MAY
DETERMINE; PROVIDED, HOWEVER, THAT