to in
the foregoing clauses (i) - (iv) have been paid, then at Borrower's request, the
payments to Borrower under the foregoing clause (vii) shall be made on a weekly
basis.
(B)
THE FAILURE OF BORROWER TO MAKE ALL OF THE PAYMENTS REQUIRED UNDER CLAUSES
(I) THROUGH (VI) OF SECTION 3.11(A) ABOVE IN FULL ON EACH PAYMENT DATE SHALL
CONSTITUTE AN EVENT OF DEFAULT UNDER THIS AGREEMENT; PROVIDED, HOWEVER, IF
ADEQUATE FUNDS ARE AVAILABLE IN THE DEPOSIT ACCOUNT FOR SUCH PAYMENTS, THE
FAILURE BY THE DEPOSIT BANK TO ALLOCATE SUCH FUNDS INTO THE APPROPRIATE
SUBACCOUNTS SHALL NOT CONSTITUTE AN EVENT OF DEFAULT.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 3.11,
AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, LENDER MAY APPLY ALL RENTS
DEPOSITED INTO THE DEPOSIT ACCOUNT AND OTHER PROCEEDS OF REPAYMENT IN SUCH ORDER
AND IN SUCH MANNER AS LENDER SHALL ELECT.
3.12
INTENTIONALLY OMITTED.
3.13
TI/LC HOLDBACK RESERVE.
ATTACHED HERETO AS SCHEDULE 8 IS A SCHEDULE OF
CERTAIN TENANT IMPROVEMENT COSTS AND EXPENSES REQUIRED TO BE INCURRED BY
BORROWER IN COMPLETING OR REIMBURSING THE TENANTS SPECIFIED IN SCHEDULE 8 (THE
"TI/LC HOLDBACK TENANTS") FOR TENANT IMPROVEMENTS AND/OR PAYING LEASING
COMMISSIONS SPECIFIED IN SCHEDULE 8 AS THE SAME ARE INCURRED OR BECOME DUE UNDER
THE RELATED LEASES SPECIFIED ON SCHEDULE 8 (THE "TI/LC HOLDBACK LEASES"), IN
EACH CASE ALLOCATED AMONG SUCH LEASES AS SET FORTH ON SCHEDULE 8, IN A TOTAL
AMOUNT AGGREGATING TO $5,947,407.07.
ON THE DATE HEREOF, BORROWER SHALL PAY TO
LENDER $5,947,407.07.
LENDER WILL TRANSFER SUCH AMOUNT INTO A SUBACCOUNT (THE
"TI/LC
HOLDBACK RESERVE SUBACCOUNT").
PROVIDED THAT NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, LENDER SHALL DISBURSE FUNDS HELD IN THE TI/LC
HOLDBACK RESERVE SUBACCOUNT TO BORROWER, WITHIN 15 DAYS AFTER THE DELIVERY BY
BORROWER TO LENDER OF A REQUEST THEREFOR (BUT NOT MORE OFTEN THAN ONCE PER
MONTH), IN MINIMUM AMOUNTS OF AT LEAST $5,000, PROVIDED (I) SUCH REQUEST
INCLUDES AN
29
ESTOPPEL FROM THE RELATED TI/LC HOLDBACK TENANT CERTIFYING THAT ALL CONSTRUCTION
TO BE PERFORMED AND ALL IMPROVEMENTS TO BE INSTALLED UNDER THE RELATED TI/LC
HOLDBACK LEASE HAVE BEEN COMPLETED AND FULLY ACCEPTED BY THE RELATED TI/LC
HOLDBACK TENANT, AND THAT THERE ARE NO DEFAULTS UNDER SUCH LEASE (NOR DOES THERE
EXIST ANY EVENT OR CONDITION, WHICH WITH THE PASSAGE OF TIME OR THE GIVING OF
NOTICE, OR BOTH, COULD RESULT IN SUCH A DEFAULT); (II) LENDER SHALL HAVE (IF IT
DESIRES) VERIFIED (BY AN INSPECTION CONDUCTED AT BORROWERS' EXPENSE) PERFORMANCE
OF ANY CONSTRUCTION WORK ASSOCIATED WITH SUCH TENANT IMPROVEMENTS; (III) THE
REQUEST FOR DISBURSEMENT IS ACCOMPANIED BY (A) AN OFFICER'S CERTIFICATE
CERTIFYING (1) THAT SUCH FUNDS WILL BE USED ONLY TO PAY (OR REIMBURSE BORROWER
FOR) TENANT IMPROVEMENTS AND/OR LEASING COMMISSIONS UNDER THE RELATED TI/LC
HOLDBACK LEASE, (2) THAT ALL OUTSTANDING TRADE PAYABLES (OTHER THAN THOSE NOT
YET DUE AND PAYABLE OR THOSE TO BE PAID FROM THE REQUESTED DISBURSEMENT OR THOSE
CONSTITUTING PERMITTED INDEBTEDNESS) HAVE BEEN PAID IN FULL, AND (3) THAT THE
SAME HAS