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 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:

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:

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:

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:

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:

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:

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:

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: