NO SUCH APPLICATION SHALL BE DEEMED TO HAVE
BEEN MADE BY OPERATION OF LAW OR OTHERWISE UNTIL ACTUALLY MADE BY LENDER AS
HEREIN PROVIDED. TO THE EXTENT THERE ARE ANY EXCESS FUNDS REMAINING IN THE
OUTSTANDING TILC RESERVE AFTER BORROWER HAS PAID ALL OF ITS OBLIGATIONS TO SONY,
UPON LENDER'S RECEIPT OF A WRITTEN REQUEST, WHICH REQUEST SHALL BE DELIVERED
WITH A STATEMENT FROM THE BORROWER THAT NO FURTHER LEASING COMMISSIONS, TENANT
IMPROVEMENT OBLIGATIONS AND/OR TENANT ALLOWANCE OBLIGATIONS EXIST UNDER THIS
SECTION 3.7, LENDER SHALL WITHIN TWENTY (20) DAYS THEREAFTER, DISBURSE ANY OF
THE BALANCE OF THE OUTSTANDING TILC RESERVE TO BORROWER.
SECTION 3.8
FREE RENT RESERVE. ON THE DATE HEREOF BORROWER HAS
ESTABLISHED WITH LENDER A RESERVE (THE "FREE RENT RESERVE") IN THE AMOUNT OF
$63,846.79 IN CONNECTION WITH THE FREE RENT AND/OR RENT CONCESSIONS DUE TO SONY
UNDER THE SONY LEASE. SO LONG AS BORROWER HAS MADE ALL OF BORROWER'S REQUIRED
MONTHLY DEBT SERVICE PAYMENTS (INCLUDING RESERVES AND ESCROWS) TO LENDER IN
CONNECTION WITH THE LOAN DOCUMENTS AND PROVIDED THAT NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, BORROWER MAY SUBMIT TO LENDER A WRITTEN REQUEST FOR
DISBURSEMENT FROM THE FREE RENT RESERVE ONCE EACH MONTH IN THE AMOUNT SET FORTH
ON EXHIBIT B ATTACHED HERETO FOR EACH SUCH MONTH FOR THE NUMBER OF MONTHS SET
FORTH ON EXHIBIT B.
ARTICLE IV
EVENTS OF DEFAULT
SECTION 4.1
EVENTS OF DEFAULT. THE OCCURRENCE OF ANY OF THE
FOLLOWING EVENTS SHALL BE AN EVENT OF DEFAULT HEREUNDER:
(A)
BORROWER (X) FAILS TO PAY ANY PAYMENTS DUE UNDER THE NOTE OR TO
THE RESERVES ON THE DATE WHEN THE SAME IS DUE AND PAYABLE, OR (Y) FAILS TO PAY
ANY MONEY TO LENDER REQUIRED HEREUNDER AT THE TIME OR WITHIN ANY APPLICABLE
GRACE PERIOD SET FORTH HEREIN, OR IF NO GRACE PERIOD IS SET FORTH HEREIN, THEN
WITHIN SEVEN (7) DAYS OF THE DATE SUCH PAYMENT IS DUE (EXCEPT THOSE REGARDING
PAYMENTS TO BE MADE UNDER THE NOTE OR TO THE RESERVES, WHICH FAILURE IS NOT
SUBJECT TO ANY GRACE OR CURE PERIOD).
(B)
BORROWER FAILS TO PROVIDE INSURANCE AS REQUIRED BY SECTION 2.3
HEREOF OR FAILS TO PERFORM ANY COVENANT, AGREEMENT, OBLIGATION, TERM OR
CONDITION SET FORTH IN SECTION 2.27 OR SECTION 2.29 HEREOF.
(C)
BORROWER FAILS TO PERFORM ANY OTHER COVENANT, AGREEMENT,
OBLIGATION, TERM OR CONDITION SET FORTH HEREIN, OTHER THAN THOSE OTHERWISE
DESCRIBED IN THIS SECTION 4.1, AND, TO THE EXTENT SUCH FAILURE OR DEFAULT IS
SUSCEPTIBLE OF BEING CURED, THE CONTINUANCE OF SUCH FAILURE OR
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DEFAULT FOR THIRTY (30) DAYS AFTER WRITTEN NOTICE THEREOF FROM LENDER TO
BORROWER; PROVIDED, HOWEVER, THAT IF SUCH DEFAULT IS SUSCEPTIBLE OF CURE BUT
SUCH CURE CANNOT BE ACCOMPLISHED WITH REASONABLE DILIGENCE WITHIN SAID PERIOD OF
TIME, AND IF BORROWER COMMENCES TO CURE SUCH DEFAULT PROMPTLY AFTER RECEIPT OF
NOTICE THEREOF FROM LENDER, AND THEREAFTER PROSECUTES THE CURING OF SUCH DEFAULT
WITH REASONABLE DILIGENCE, SUCH PERIOD OF TIME SHALL BE EXTENDED FOR SUCH PERIOD
OF TIME AS MAY BE