Common use of Advances for Tenant Improvements Clause in Contracts

Advances for Tenant Improvements. So long as no Default or Potential Default shall exist, Lenders shall make Additional Advances for Tenant Improvements, provided that Additional Advances for Tenant Improvements shall not exceed an aggregate amount equal to $23,006,000. Notwithstanding the foregoing, only $5,750,000 of the Additional Advances in the aggregate, at any one time, shall be advanced for Speculative Tenant Improvements. As used herein, “Speculative Tenant Improvements” shall mean any Tenant Improvement on rentable space on the Property for which no executed Lease exists as of the date when the work began. Additional Advances for Tenant Improvements shall be made not more frequently than monthly based on Draw Requests signed by an Authorized Signer in the form of Exhibit “C 2” or in another form approved by Administrative Agent. Each Draw Request for Tenant Improvements shall, if required by Administrative Agent and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative Agent, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative Agent, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. Additional Advances for Tenant Improvements shall not exceed $65.00 per square foot for new Leases of space in the Improvements or $45.00 per square foot for the renewal of existing Leases of space in the Improvements. At Borrower’s option, Lenders shall make a single Additional Advance for Tenant Improvements under a specified Lease or Lenders shall make periodic Additional Advances for Tenant Improvements as construction progresses, subject to such retainage requirements as Administrative Agent in its reasonable judgment may impose. Administrative Agent may require an inspection of the Property under Section 3 above in order to verify completion of Tenant Improvements prior to making any such Additional Advance. Lenders shall not be obligated to make the final Additional Advance for Tenant Improvements under a given Lease unless the following conditions shall have been satisfied, to the extent required by Administrative Agent:

Advances for Tenant Improvements. So long as no Default or Potential Event of Default shall exist, Lenders Lender shall make Additional Advances for Tenant Improvements, provided that Additional Advances advances for Tenant Improvements shall not exceed in an aggregate amount equal not to exceed $23,006,0007,200,000, less the amount of any advances made from the TILC/Capital Expenditures Holdback for Capital Improvements or Leasing Commissions in accordance with the terms of this Agreement. Notwithstanding the foregoing, only $5,750,000 of the Additional Advances in the aggregate, at any one time, shall be advanced for Speculative Tenant Improvements. As used herein, “Speculative Tenant Improvements” shall mean any Tenant Improvement on rentable space on the Property for which no executed Lease exists as of the date when the work began. Additional Advances for Tenant Improvements shall be made not more frequently than monthly based on Draw Requests draw requests signed by an Authorized Signer in the form of Exhibit “C 2” Schedule 3 or in another form approved by Administrative AgentLender. Each Draw Request draw request for Tenant Improvements shall, if required by Administrative Agent Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative AgentLender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative AgentLender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. Additional Advances for Tenant Improvements shall not exceed Forty-Five Dollars ($65.00 45.00) per square foot of net rentable area for new Leases of office space in the Improvements or Thirty-Five Dollars ($45.00 35.00) per square foot of net rentable area for the renewal of existing Leases of retail space in the Improvements. At Borrower’s option, Lenders Lender shall make a single Additional Advance advance for Tenant Improvements under a specified Lease or Lenders Lender shall make periodic Additional Advances advances for Tenant Improvements as construction progresses, subject to such retainage requirements as Administrative Agent Lender in its reasonable judgment may impose. Administrative Agent Lender may require an inspection of the Property under Section 3 1 above in order to verify completion of Tenant Improvements prior to making any such Additional Advanceadvance. Lenders Lender shall not be obligated to make the final Additional Advance S2-1 advance of the Loan for Tenant Improvements under a given Lease unless the following conditions shall have been satisfied, to the extent required by Administrative AgentLender: (a) Lender shall have received such evidence as Lender may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with tenant improvement plans and specifications satisfactory to Lender; (b) To the extent required by applicable Governmental Authorities for the use and occupancy of the Tenant Improvements, certificates of occupancy and other applicable permits and releases shall have been issued with respect to the Tenant Improvements and copies thereof shall have been furnished to Lender to the extent requested by Lender; (c) A valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; (d) If requested by Lender, Lender shall have received, from the tenant accepting the work, a tenant estoppel certificate confirming acceptance of the work; provided that if Borrower is unable to obtain such tenant estoppel certificate after using commercially reasonable efforts to obtain the same for a period of ten (10) Business Days, Lender shall make the requested advance so long as all other applicable conditions have been satisfied; and (e) Lender shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Lender).

Advances for Tenant Improvements. So long as no Default or Potential Event of Default shall exist, Lenders Lender shall make Additional Advances for Tenant Improvements, provided that Additional Advances advances for Tenant Improvements shall not exceed in an aggregate amount equal not to exceed $23,006,0007,200,000, less the amount of any advances made from the TILC/Capital Expenditures Holdback for Capital Improvements or Leasing Commissions in accordance with the terms of this Agreement. Notwithstanding the foregoing, only $5,750,000 of the Additional Advances in the aggregate, at any one time, shall be advanced for Speculative Tenant Improvements. As used herein, “Speculative Tenant Improvements” shall mean any Tenant Improvement on rentable space on the Property for which no executed Lease exists as of the date when the work began. Additional Advances for Tenant Improvements shall be made not more frequently than monthly based on Draw Requests draw requests signed by an Authorized Signer in the form of Exhibit “C 2” Schedule 3 or in another form approved by Administrative AgentLender. Each Draw Request draw request for Tenant Improvements shall, if required by Administrative Agent Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative AgentLender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative AgentLender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. Additional Advances for Tenant Improvements shall not exceed Forty-Five Dollars ($65.00 45.00) per square foot of net rentable area for new Leases of office space in the Improvements or Thirty-Five Dollars ($45.00 35.00) per square foot of net rentable area for the renewal of existing Leases of retail space in the Improvements. At Borrower’s option, Lenders Lender shall make a single Additional Advance advance for Tenant Improvements under a specified Lease or Lenders Lender shall make periodic Additional Advances advances for Tenant Improvements as construction progresses, subject to such retainage requirements as Administrative Agent Lender in its reasonable judgment may impose. Administrative Agent Lender may require an inspection of the Property under Section 3 1 above in order to verify completion of Tenant Improvements prior to making any such Additional Advanceadvance. Lenders Lender shall not be obligated to make the final Additional Advance advance of the Loan for Tenant Improvements under a given Lease unless the following conditions shall have been satisfied, to the extent required by Administrative AgentLender: (a) Lender shall have received such evidence as Lender may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with tenant improvement plans and specifications satisfactory to Lender; (b) To the extent required by applicable Governmental Authorities for the use and occupancy of the Tenant Improvements, certificates of occupancy and other applicable permits and releases shall have been issued with respect to the Tenant Improvements and copies thereof shall have been furnished to Lender to the extent requested by Lender; (c) A valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; (d) If requested by Lender, Lender shall have received, from the tenant accepting the work, a tenant estoppel certificate confirming acceptance of the work; provided that if Borrower is unable to obtain such tenant estoppel certificate after using commercially reasonable efforts to obtain the same for a period of ten (10) Business Days, Lender shall make the requested advance so long as all other applicable conditions have been satisfied; and (e) Lender shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Lender).

Advances for Tenant Improvements. So long as no Default or Potential Event of Default shall exist, Lenders Lender shall make Additional Advances for Tenant Improvements, provided that Additional Advances advances from the TILC Holdback for Tenant Improvements shall not exceed in an aggregate amount equal not to exceed $23,006,0005,400,000, allocated to the Properties as follows: (a) $1,940,000.00 is allocated to Tenant Improvements for the Preston Commons Property, (b) $3,460,000.00 is allocated to Tenant Improvements for the Sterling Plaza Property, and (c) $0.00 is allocated to Tenant Improvements for the One Washingtonian Property. Notwithstanding the foregoing, only $5,750,000 of the Additional Advances in the aggregate, Funds allocated to Tenant Improvements for any Property may not be used for Tenant Improvements at any one time, shall be advanced other Property or for Speculative Tenant Improvementsany other purpose. As used herein, “Speculative Tenant Improvements” shall mean any Tenant Improvement on rentable space on Advances from the Property for which no executed Lease exists as of the date when the work began. Additional Advances TILC Holdback for Tenant Improvements shall be made not more frequently than monthly based on Draw Requests draw requests signed by an Authorized Signer in the form of Exhibit “C 2” Schedule 3 or in another form approved by Administrative AgentLender. Each Draw Request draw request for Tenant Improvements shall, if required by Administrative Agent Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative AgentLender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative AgentLender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. Additional Advances from the TILC Holdback for Tenant Improvements shall not exceed $65.00 25.00 per square foot for new Leases of space in net rentable area of the Improvements or Preston Commons Property, $45.00 25.00 per square foot of net rentable area of the Sterling Plaza Property, or $35.00 per square foot of net rentable area of the One Washingtonian Property (which advances for costs of Tenant Improvements for the renewal of existing Leases of space One Washingtonian Property shall only be made in the Improvementsevent funds allocated to the Preston Commons Property or the Sterling Plaza Property are not fully utilized at any time during the term of the Loan and are reallocated with Lender’s prior written consent (not to be unreasonably withheld) to pay for Tenant Improvement costs for the One Washingtonian Property). At Borrower’s Borrowers’ option, Lenders Lender shall make a single Additional Advance advance from the TILC Holdback for Tenant Improvements under a specified Lease or Lenders Lender shall make periodic Additional Advances advances from the TILC Holdback for Tenant Improvements as construction progresses, subject to such retainage requirements as Administrative Agent Lender in its reasonable judgment may impose. Administrative Agent Lender may require an inspection of the applicable Property under Section 3 1 above in order to verify completion of Tenant Improvements prior to making any such Additional Advanceadvance. Lenders Lender shall not be obligated to make the final Additional Advance advance of the Loan from the TILC Holdback for Tenant Improvements under a given Lease unless the following conditions shall have been satisfied, to the extent required by Administrative AgentLender: (a) Lender shall have received such evidence as Lender may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with tenant improvement plans and specifications satisfactory to Lender; (b) To the extent required by applicable Governmental Authorities for the use and occupancy of the Tenant Improvements, certificates of occupancy and other applicable permits and releases shall have been issued with respect to the Tenant Improvements and copies thereof shall have been furnished to Lender to the extent requested by Lender; (c) A valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; (d) If requested by Lender, Lender shall have received, from the tenant accepting the work, a tenant estoppel certificate confirming acceptance of the work; provided that if the applicable Borrower is unable to obtain such tenant estoppel certificate after using commercially reasonable efforts to obtain the same for a period of ten (10) Business Days, Lender shall make the requested advance so long as all other applicable conditions have been satisfied; and (e) Lender shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Lender).

Advances for Tenant Improvements. So long as no Default or Potential Default shall exist, Lenders shall make Additional Advances for Tenant Improvements, provided that Additional Advances for Tenant Improvements shall not exceed an aggregate amount equal to $23,006,000. Notwithstanding the foregoing, only $5,750,000 of the Additional Advances in the aggregate, at any one time, shall be advanced for Speculative Tenant Improvements. As used herein, “Speculative Tenant Improvements” shall mean any Tenant Improvement on rentable space on the Property for which no executed Lease exists as of the date when the work began5,460,000. Additional Advances for Tenant Improvements shall be made not more frequently than monthly based on Draw Requests signed by an Authorized Signer in the form of Exhibit “C 2C-2” or in another form approved by Administrative Agent. Each Draw Request for Tenant Improvements shall, if required by Administrative Agent and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative Agent, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative Agent, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. Additional Advances for Tenant Improvements shall not exceed Thirty Dollars ($65.00 30.00) per square foot for new Leases of space in the Improvements or $45.00 per square foot for the renewal net rentable area of existing Leases of space in the Improvements. At Borrower’s option, Lenders shall make a single Additional Advance for Tenant Improvements under a specified Lease or Lenders shall make periodic Additional Advances for Tenant Improvements as construction progresses, subject to such retainage requirements as Administrative Agent in its reasonable judgment may impose. Administrative Agent may require an inspection of the Property under Section 3 above in order to verify completion of Tenant Improvements prior to making any such Additional Advance. Lenders shall not be obligated to make the final Additional Advance for Tenant Improvements under a given Lease unless the following conditions shall have been satisfied, to the extent required by Administrative Agent: (a) Administrative Agent shall have received such evidence as Administrative Agent may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with tenant improvement plans and specifications satisfactory to Administrative Agent; (b) To the extent required by applicable Governmental Authorities for the use and occupancy of the Tenant Improvements, certificates of occupancy and other applicable permits and releases shall have been issued with respect to the Tenant Improvements and copies thereof shall have been furnished to Administrative Agent to the extent requested by Administrative Agent; (c) A valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; (d) If requested by Administrative Agent, Administrative Agent shall have received, from the tenant accepting the work, a tenant estoppel certificate confirming acceptance of the work; provided that if Borrower is unable to obtain such tenant estoppel certificate after using commercially reasonable efforts to obtain the same for a period of ten (10) Business Days, Administrative Agent shall make the requested advance so long as all other applicable conditions have been satisfied; and (e) Administrative Agent shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Administrative Agent).

Advances for Tenant Improvements. So long as no Default or Potential Default shall exist, Lenders shall make Additional Advances for Tenant Improvements, provided that Additional Advances for Tenant Improvements shall not exceed an aggregate amount equal to Six Million Three Hundred Thousand Dollars ($23,006,000. Notwithstanding the foregoing, only $5,750,000 of the Additional Advances in the aggregate, at any one time, shall be advanced for Speculative Tenant Improvements. As used herein, “Speculative Tenant Improvements” shall mean any Tenant Improvement on rentable space on the Property for which no executed Lease exists as of the date when the work began6,300,000). Additional Advances for Tenant Improvements shall be made not more frequently than monthly based on Draw Requests signed by an Authorized Signer in the form of Exhibit “C 2C-3” or in another form approved by Administrative Agent. Each Draw Request for Tenant Improvements shall, if required by Administrative Agent and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative Agent, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative Agent, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. Additional Advances for Tenant Improvements shall not exceed (A) with respect to the execution of a new Lease by Borrower in accordance with this Agreement, $65.00 40 per square foot for new Leases of space in net rentable area of the Improvements or subject to such Lease, and (B) with respect to the renewal of an existing Lease by Borrower in accordance with this Agreement, $45.00 15 per square foot for of net rentable area of the renewal of existing Leases of space in the ImprovementsImprovements subject to such Lease. At Borrower’s option, Lenders shall make a single Additional Advance for Tenant Improvements under a specified Lease or Lenders shall make periodic Additional Advances for Tenant Improvements as construction progresses, subject to such retainage requirements as Administrative Agent in its reasonable judgment may impose. Administrative Agent may require an inspection of the Property under Section 3 above in order to verify completion of Tenant Improvements prior to making any such Additional Advance. Lenders shall not be obligated to make the final Additional Advance for Tenant Improvements under a given Lease unless the following conditions shall have been satisfied, to the extent required by Administrative Agent: (a) Administrative Agent shall have received such evidence as Administrative Agent may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with tenant improvement plans and specifications satisfactory to Administrative Agent; (b) To the extent required by applicable Governmental Authorities for the use and occupancy of the Tenant Improvements, certificates of occupancy and other applicable permits and releases shall have been issued with respect to the Tenant Improvements and copies thereof shall have been furnished to Administrative Agent to the extent requested by Administrative Agent; (c) A valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; (d) If requested by Administrative Agent, Administrative Agent shall have received, from the tenant accepting the work, a tenant estoppel certificate confirming acceptance of the work; provided that if Borrower is unable to obtain such tenant estoppel certificate after using commercially reasonable efforts to obtain the same for a period of ten (10) Business Days, Administrative Agent shall make the requested advance so long as all other applicable conditions have been satisfied; and (e) Administrative Agent shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Administrative Agent).

Advances for Tenant Improvements. So long as no Default or Potential Default shall exist, Lenders shall make Additional Advances for tenant improvements approved by Administrative Agent (“Tenant ImprovementsExpense Holdback”) shall be made subject to the following terms and conditions; 1. The tenant under such Lease shall have taken occupancy and accepted the leased premises without offset, provided credit or defense, except as otherwise agreed to by Administrative Agent, as evidenced by a tenant estoppel certificate executed by such tenant, addressed to Administrative Agent, in form satisfactory to Administrative Agent and the term under such Lease has commenced; and 2. Borrower shall have furnished Administrative Agent with (x) a true and correct copy of the final or temporary, as applicable, certificate of occupancy for the improvements relating to such tenant expenses, and (y) with respect to tenant improvements constructed by Borrower, final lien waivers executed by each contractor, subcontractor and materialmen supplying labor or materials in connection with contracts/subcontracts. Provided that Additional Advances for Tenant Improvements shall a Cash Sweep Period does not exceed an aggregate amount equal to $23,006,000. Notwithstanding the foregoingexist, only $5,750,000 Borrower may request a portion of the Additional Advances in (“Spec Suite Advances”) for tenant improvements for suites (“Spec Suites”) at the aggregate, Premise that are not subject to Leases. The aggregate amount of Spec Suite Advances outstanding at any one timetime shall not, without Administrative Agent’s consent (in its sole discretion), exceed the lesser of (x) $2,000,000 and (y) an amount equal to 20% of the unadvanced Leasing Expense Holdback (the “Maximum Spec Suite Advances”). If at any time Borrower enters into Leases, in accordance with the terms of this Agreement, for Spec Suites that were improved with Spec Suite Advances, the amount of such Spec Suite Advances applied to improve such Spec Suites shall be advanced for Speculative Tenant Improvementssubtracted from the Maximum Spec Suite Advances. As used hereinFor example, “Speculative Tenant Improvements” shall mean if $2,000,000 of Spec Suite Advances have been made Borrower will not have the ability to request any Tenant Improvement on rentable space on the Property for which no executed Lease exists as additional Spec Suite Advances unless and until all or a portion of the date when Spec Suites are leased. If Borrower subsequently leases a Spec Suite on which Borrower expended $100,000 of Spec Suite Advances on tenant improvements, Borrower would then have the work began. Additional ability to request additional Spec Suite Advances for Tenant Improvements shall be made not more frequently than monthly based on Draw Requests signed by an Authorized Signer in the form of Exhibit “C 2” or in another form approved by Administrative Agent. Each Draw Request for Tenant Improvements shall, if required by Administrative Agent and up to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative Agent, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative Agent, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. Additional Advances for Tenant Improvements shall not exceed $65.00 per square foot for new Leases of space in the Improvements or $45.00 per square foot for the renewal of existing Leases of space in the Improvements. At Borrower’s option, Lenders shall make a single Additional Advance for Tenant Improvements under a specified Lease or Lenders shall make periodic Additional Advances for Tenant Improvements as construction progresses, subject to such retainage requirements as Administrative Agent in its reasonable judgment may impose. Administrative Agent may require an inspection of the Property under Section 3 above in order to verify completion of Tenant Improvements prior to making any such Additional Advance. Lenders shall not be obligated to make the final Additional Advance for Tenant Improvements under a given Lease unless the following conditions shall have been satisfied, to the extent required by Administrative Agent:100,000.

Advances for Tenant Improvements. So long as no Default or Potential Event of Default shall exist, Lenders Lender shall make Additional Advances for Tenant Improvements, provided that Additional Advances advances from the TILC/Capital Expenditures Holdback for Tenant Improvements shall not exceed in an aggregate amount equal not to exceed $23,006,00020,284,000, allocated to the Properties as follows: (a) $3,254,000 is allocated to Tenant Improvements for the Northridge Property, (b) $9,021,000 is allocated to Tenant Improvements for the Powers Ferry Property, (c) $3,651,000 is allocated to Tenant Improvements for the West Loop Property, (d) $675,000 is allocated to Tenant Improvements for the Great Hills Property, (e) $2,053,000 is allocated to Tenant Improvements for the Park Centre Property, and (f) $1,630,000 is allocated to Tenant Improvements for the Westech 360 Property. Notwithstanding the foregoing, only $5,750,000 of the Additional Advances in the aggregate, Funds allocated to Tenant Improvements for any Property may not be used for Tenant Improvements at any one time, shall be advanced other Property or for Speculative Tenant Improvementsany other purpose. As used herein, “Speculative Tenant Improvements” shall mean any Tenant Improvement on rentable space on Advances from the Property for which no executed Lease exists as of the date when the work began. Additional Advances TILC/Capital Expenditures Holdback for Tenant Improvements shall be made not more frequently than monthly based on Draw Requests draw requests signed by an Authorized Signer in the form of Exhibit “C 2” Schedule 3 or in another form approved by Administrative AgentLender. Each Draw Request draw request for Tenant Improvements shall, if required by Administrative Agent Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative AgentLender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative AgentLender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. Additional Advances from the TILC/Capital Expenditures Holdback for Tenant Improvements shall not exceed $65.00 30.00 per square foot for new Leases of space in net rentable area of the Improvements or Northridge Property, $45.00 25.00 per square foot for of net rentable area of the renewal Powers Ferry Property, S2-1 $25.00 per square foot of existing Leases net rentable area of space in the ImprovementsWest Loop Property, $20.00 per square foot of net rentable area of the Great Hills Property, $20.00 per square foot of net rentable area of the Park Centre Property, or $20.00 per square foot of net rentable area of the Westech 360 Property. At Borrower’s Borrowers’ option, Lenders Lender shall make a single Additional Advance advance from the TILC/Capital Expenditures Holdback for Tenant Improvements under a specified Lease or Lenders Lender shall make periodic Additional Advances advances from the TILC/Capital Expenditures Holdback for Tenant Improvements as construction progresses, subject to such retainage requirements as Administrative Agent Lender in its reasonable judgment may impose. Administrative Agent Lender may require an inspection of the applicable Property under Section 3 1 above in order to verify completion of Tenant Improvements prior to making any such Additional Advanceadvance. Lenders Lender shall not be obligated to make the final Additional Advance advance of the Loan from the TILC/Capital Expenditures Holdback for Tenant Improvements under a given Lease unless the following conditions shall have been satisfied, to the extent required by Administrative AgentLender: (a) Lender shall have received such evidence as Lender may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with tenant improvement plans and specifications satisfactory to Lender; (b) To the extent required by applicable Governmental Authorities for the use and occupancy of the Tenant Improvements, certificates of occupancy and other applicable permits and releases shall have been issued with respect to the Tenant Improvements and copies thereof shall have been furnished to Lender to the extent requested by Lender; (c) A valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; (d) If requested by Lender, Lender shall have received, from the tenant accepting the work, a tenant estoppel certificate confirming acceptance of the work; provided that if the applicable Borrower is unable to obtain such tenant estoppel certificate after using commercially reasonable efforts to obtain the same for a period of ten (10) Business Days, Lender shall make the requested advance so long as all other applicable conditions have been satisfied; and (e) Lender shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Lender).

Advances for Tenant Improvements. So long as no Default or Potential Event of Default shall exist, Lenders Lender shall make Additional Advances advances from the TILC/Capital Expenditures Holdback and disbursements from the TILC Reserve Account for Tenant Improvements, provided that Additional Advances advances from advances from the TILC/Capital Expenditures Holdback for Tenant Improvements shall not exceed an aggregate amount equal to $23,006,0004,395,000. Notwithstanding Advances from the foregoing, only $5,750,000 of TILC/Capital Expenditures Holdback and disbursements from the Additional Advances in the aggregate, at any one time, shall be advanced for Speculative Tenant Improvements. As used herein, “Speculative Tenant Improvements” shall mean any Tenant Improvement on rentable space on the Property for which no executed Lease exists as of the date when the work began. Additional Advances TILC Reserve Account for Tenant Improvements shall be made not more frequently than monthly based on Draw Requests draw requests signed by an Authorized Signer in the form of Exhibit “C 2” Schedule 3 or in another form approved by Administrative AgentLender. Each Draw Request draw request for Tenant Improvements shall, if required by Administrative Agent Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative AgentLender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative AgentLender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. Additional Advances from the TILC/Capital Expenditures Holdback and disbursements from the TILC Reserve Account for Tenant Improvements shall not exceed Forty Dollars ($65.00 40.00) per square foot for new Leases of space in the Improvements or $45.00 per square foot for the renewal net rentable area of existing Leases of space in the Improvements. At Borrower’s option, Lenders Lender shall make a single Additional Advance advance from the TILC/Capital Expenditures Holdback or the TILC Reserve Account (as applicable) for Tenant Improvements under a specified Lease or Lenders Lender shall make periodic Additional Advances advances from the TILC/Capital Expenditures Holdback or the TILC Reserve Account (as applicable) for Tenant Improvements as construction progresses, subject to S2-1 such retainage requirements as Administrative Agent Lender in its reasonable judgment may impose. Administrative Agent Lender may require an inspection of the Property under Section 3 1 above in order to verify completion of Tenant Improvements prior to making any such Additional Advanceadvance. Lenders Lender shall not be obligated to make the final Additional Advance advance of the Loan from the TILC/Capital Expenditures Holdback or the TILC Reserve Account (as applicable) for Tenant Improvements under a given Lease unless the following conditions shall have been satisfied, to the extent required by Administrative AgentLender: (a) Lender shall have received such evidence as Lender may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with tenant improvement plans and specifications satisfactory to Lender; (b) To the extent required by applicable Governmental Authorities for the use and occupancy of the Tenant Improvements, certificates of occupancy and other applicable permits and releases shall have been issued with respect to the Tenant Improvements and copies thereof shall have been furnished to Lender to the extent requested by Lender; (c) A valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; (d) If requested by Lender, Lender shall have received, from the tenant accepting the work, a tenant estoppel certificate confirming acceptance of the work; provided that if Borrower is unable to obtain such tenant estoppel certificate after using commercially reasonable efforts to obtain the same for a period of ten (10) Business Days, Lender shall make the requested advance so long as all other applicable conditions have been satisfied; and (e) Lender shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Lender).

Advances for Tenant Improvements. So long as no Default or Potential Event of Default shall exist, Lenders Lender shall make Additional Advances for Tenant Improvements, provided that Additional Advances advances from the TILC/Capital Expenditures Holdback for Tenant Improvements shall not exceed in an aggregate amount equal not to exceed $23,006,0005,936,000, allocated to the Properties as follows: (a) $3,683,000 is allocated to Tenant Improvements for the West Loop Property, and (b) $2,253,000 is allocated to Tenant Improvements for the Iron Point Property. Notwithstanding the foregoing, only $5,750,000 of the Additional Advances in the aggregate, Funds allocated to Tenant Improvements for any Property may not be used for Tenant Improvements at any one time, shall be advanced other Property or for Speculative Tenant Improvementsany other purpose. As used herein, “Speculative Tenant Improvements” shall mean any Tenant Improvement on rentable space on Advances from the Property for which no executed Lease exists as of the date when the work began. Additional Advances TILC/Capital Expenditures Holdback for Tenant Improvements shall be made not more frequently than monthly based on Draw Requests draw requests signed by an Authorized Signer in the form of Exhibit “C 2” Schedule 3 or in another form approved by Administrative AgentLender. Each Draw Request draw request for Tenant Improvements shall, if required by Administrative Agent Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative AgentLender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative AgentLender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. Additional Advances from the TILC/Capital Expenditures Holdback for Tenant Improvements shall not exceed $65.00 35.00 per square foot for new Leases of space in net rentable area of the Improvements West Loop Property or $45.00 30.00 per square foot for of net rentable area of the renewal of existing Leases of space in the ImprovementsIron Point Property. At Borrower’s Borrowers’ option, Lenders Lender shall make a single Additional Advance advance from the TILC/Capital Expenditures Holdback for Tenant Improvements under a specified Lease or Lenders Lender shall make periodic Additional Advances advances from the TILC/Capital Expenditures Holdback for Tenant Improvements as construction progresses, subject to such retainage requirements as Administrative Agent Lender in its reasonable judgment may impose. Administrative Agent Lender may require an inspection of the applicable Property under Section 3 1 above in order to verify completion of Tenant Improvements prior to making any such Additional Advanceadvance. Lenders Lender shall not be obligated to make the final Additional Advance advance of the Loan from the TILC/Capital Expenditures Holdback for Tenant Improvements under a given Lease unless the following conditions shall have been satisfied, to the extent required by Administrative AgentLender: (a) Lender shall have received such evidence as Lender may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with tenant improvement plans and specifications satisfactory to Lender; (b) To the extent required by applicable Governmental Authorities for the use and occupancy of the Tenant Improvements, certificates of occupancy and other applicable permits and releases shall have been issued with respect to the Tenant Improvements and copies thereof shall have been furnished to Lender to the extent requested by Lender; (c) A valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; (d) If requested by Lender, Lender shall have received, from the tenant accepting the work, a tenant estoppel certificate confirming acceptance of the work; provided that if the applicable Borrower is unable to obtain such tenant estoppel certificate after using commercially reasonable efforts to obtain the same for a period of ten (10) Business Days, Lender shall make the requested advance so long as all other applicable conditions have been satisfied; and (e) Lender shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Lender).