Common use of LEASING DEPOSIT Clause in Contracts

LEASING DEPOSIT. (a) That portion of the Escrow Amount identified as the sum of Seven Hundred Twenty Six Thousand Nine Hundred Fourteen and 25/100 Dollars ($726,914.25) is hereby referred to as the "LEASING DEPOSIT." The Leasing Deposit equals twenty-four (24) months of PRO FORMA base rent and reimbursable expenses (I.E., pro rata expenses such as a tenant's pro rata share of common area maintenance expenses and real estate taxes) for each tenant space at the Property not leased to tenants as of the CLOSING DATE (as defined in the Contribution Agreement) (the "PROJECT VACANT SPACE") and that are not part of the EARNOUT SPACE (as that term is defined in the Contribution Agreement) and the LEASED BUT NOT OPEN SPACE (as that term is defined in Section 2.1 A hereof.) Each Project Vacant Space, the size of such space, the TI and LC (as those terms are defined in Section 2.2 hereof) allocated to such space, the Leasing Deposit allocated to such space and the average (over a five year period) monthly PRO FORMA base rent and reimbursable expenses attributable to such space (the "MONTHLY PRO FORMA BASE RENT AND EXPENSES") is scheduled on EXHIBIT "A" attached hereto. (b) Within five (5) Business Days after the Closing Date, the Escrow Agent shall disburse from the Leasing Deposit, by wire transfer pursuant to Section 4 hereof, to the Subsidiary for each Project Vacant Space a prorated Monthly Pro Forma Base Rent and Expenses attributable to each Project Vacant Space from the Closing Date through the end of the month in which Closing occurs. Thereafter, on the first day of each calendar month during the twenty-three (23) consecutive calendar months that follow the Closing Date, Escrowee shall disburse, by wire transfer pursuant to Section 4 hereof, from the Leasing Deposit to Subsidiary the Monthly Pro Forma Base Rent and Expenses (prorated for any partial months), (the "LEASING DEPOSIT MONTHLY PAYMENT") for each Project Vacant Space. (c) The Leasing Deposit Monthly Payment for a Project Vacant Space shall be made by Escrowee to Subsidiary until such time as the following described requirements are met for such Project Vacant Space: (i) the Project Vacant Space is leased; (ii) the tenant or tenants for the Project Vacant Space shall have accepted its respective premises; (iii) the tenant or tenants for the Project Vacant Space shall have opened for business at the Property to the public; (iv) the tenant or tenants for the Project Vacant Space shall have commenced full payment of rent and other charges under any Project Vacant Space lease; (v) Cordish Affiliate shall have provided Subsidiary with a certificate of Cordish Affiliate certifying that all leasing commissions and tenant improvement allowances associated with the Project Vacant Space have been fully paid; (vi) Cordish Affiliate shall have delivered to Subsidiary a temporary or permanent certificate of occupancy for each separately leased portion of the Project Vacant Space; and (vii) the tenant or the tenants for the Project Vacant Space (or Cordish Affiliate) has executed and delivered an estoppel certificate to Subsidiary that is reasonably acceptable to Subsidiary (which acceptance by Subsidiary shall be given in the event that such estoppel certificate is generally consistent in form and substance with estoppel certificates accepted by Subsidiary in connection with other leases at the Property prior to or on the Closing Date (as that term is defined in the Contribution Agreement) or is on the form of such tenant)(collectively, the "TENANT CONDITIONS"). Subsidiary and/or Cordish Affiliate shall promptly notify the other and Escrowee of the date any tenant satisfies the Tenant Conditions. (d) As each Project Vacant Space is leased during the two (2) year period following the Closing Date, with the Tenant Conditions for each portion of the Project Vacant Space having then been satisfied for such leased portion of the Project Vacant Space, the balance of the Leasing Deposit attributable to each such leased portion of the Project Vacant Space shall, upon the joint direction of Cordish Affiliate and Subsidiary, be disbursed by the Escrowee, by wire transfer pursuant to Section 4 hereof, within five (5) Business Days of receipt of such joint direction, as follows: fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the OPERATIONS RESERVE (as that term is defined in the Contribution Agreement) and fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the CAPITAL RESERVE (as that term is defined in the Contribution Agreement.) Notwithstanding the above, in the event that the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space varies from the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, Subsidiary and Cordish Affiliate shall equitably adjust the amount of the balance of the Leasing Deposit to be so disbursed, such equitable adjustment shall be contained in such joint direction, and Escrowee shall comply with such joint direction. For example, if the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space is twenty-five percent (25%) greater than the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, the amount of the Leasing Deposit released for such Project Vacant Space shall equal 125% of the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space. Within ten (10) Business Days of Cordish Affiliate's request for a joint direction, to the extent Cordish Affiliate is entitled to a joint direction, Subsidiary shall cooperate with Cordish Affiliate and issue the joint direction. (e) The Escrowee shall disburse the balance of the Leasing Deposit, if any, remaining on the Second (2nd) anniversary date of the Closing Date (including all interest that has accrued on the Leasing Deposit) as follows: fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the Operations Reserve and fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the Capital Reserve. (f) Notwithstanding anything to the contrary contained in this Section 2.1, on the date that a tenant of a Project Vacant Space has commenced payment of rent prior to the satisfaction of the Tenant Conditions, Subsidiary shall thereafter, within five (5) Business Days of receipt of a Leasing Deposit Monthly Payment for such Project Vacant Space, deposit, by wire transfer pursuant to Section 4 hereof, fifty percent (50%) of such Leasing Deposit Monthly Payment to the Operations Reserve and deposit, by wire transfer pursuant to Section 4 hereof, fifty percent (50%) of such Leasing Deposit Monthly Payment to the Capital Reserve.

LEASING DEPOSIT. (a) That portion of the Escrow Amount identified as the sum of Seven Hundred Twenty Six Thousand Nine Hundred Fourteen and 25/100 Zero Dollars ($726,914.250.00) is hereby referred to as the "LEASING DEPOSIT." The Leasing Deposit equals twenty-four six (246) months of PRO FORMA base rent and reimbursable expenses (I.E., pro rata expenses such as a tenant's pro rata share of common area maintenance expenses and real estate taxes) for each tenant space at the Property not leased to tenants as of the CLOSING DATE (as defined in the Contribution Agreement) that satisfy the Tenant Conditions (as hereinafter defined) (the "PROJECT VACANT SPACE") and that are ). A Project Vacant Space may be vacant, or may be occupied by a tenant whose lease does not part of satisfy the EARNOUT SPACE (as that term is defined in the Contribution Agreement) and the LEASED BUT NOT OPEN SPACE (as that term is defined in Section 2.1 A hereof.) Tenant Conditions. Each Project Vacant Space, the size of such space, the TI and LC (as those terms are defined in Section 2.2 hereof) allocated to such space, the Leasing Deposit allocated to such space and the average (over a five year period) monthly PRO FORMA base rent and reimbursable expenses attributable to such space (the "MONTHLY PRO FORMA BASE RENT AND EXPENSES") is scheduled on EXHIBIT "A" attached hereto. (b) Within five (5) Business Days after the Closing Date, the Escrow Agent shall disburse from the Leasing Deposit, by wire transfer pursuant to Section 4 hereof, to the Subsidiary for each Project Vacant Space a prorated Monthly Pro Forma Base Rent and Expenses attributable to each Project Vacant Space from the Closing Date through the end of the month in which Closing occurs. Thereafter, on the first day of each calendar month during the twenty-three five (235) consecutive calendar months that follow the Closing Date, Escrowee shall disburse, by wire transfer pursuant to Section 4 hereof, from the Leasing Deposit to Subsidiary the Monthly Pro Forma Base Rent and Expenses (prorated for any partial months), (the "LEASING DEPOSIT MONTHLY PAYMENT") for each Project Vacant Space. (c) The Leasing Deposit Monthly Payment for a Project Vacant Space shall be made by Escrowee to Subsidiary until such time as the following described requirements are met for such Project Vacant Space: (i) the Project Vacant Space is leased; (ii) the tenant or tenants for the Project Vacant Space shall have accepted its respective premises; (iii) the tenant or tenants for the Project Vacant Space shall have opened for business at the Property to the public; (iv) the tenant or tenants for the Project Vacant Space shall have commenced full payment of rent and other charges under any Project Vacant Space lease; (v) Cordish Affiliate shall have provided Subsidiary with a certificate of Cordish Affiliate certifying that all leasing commissions and tenant improvement allowances associated with the Project Vacant Space have been fully paid; (vi) Cordish Affiliate shall have delivered to Subsidiary a temporary or permanent certificate of occupancy for each separately leased portion of the Project Vacant Space; and (vii) the tenant or the tenants for the Project Vacant Space (or Cordish Affiliate) has executed and delivered an estoppel certificate to Subsidiary that is reasonably acceptable to Subsidiary (which acceptance by Subsidiary shall be given in the event that such estoppel certificate is generally consistent in form and substance with estoppel certificates accepted by Subsidiary in connection with other leases at the Property prior to or on the Closing Date (as that term is defined in the Contribution Agreement) or is on the form of such tenant)(collectively, the "TENANT CONDITIONS"). Subsidiary and/or Cordish Affiliate shall promptly notify the other and Escrowee of the date any tenant satisfies the Tenant Conditions. (d) As each Project Vacant Space is leased during the two (2) year six month period following the Closing Date, with the Tenant Conditions for each portion of the Project Vacant Space having then been satisfied for such leased portion of the Project Vacant Space, the balance of the Leasing Deposit attributable to each such leased portion of the Project Vacant Space shall, upon the joint direction of Cordish Affiliate and Subsidiary, be disbursed by the Escrowee, by wire transfer pursuant to Section 4 hereof, within five (5) Business Days of receipt of such joint direction, as follows: fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to into the OPERATIONS RESERVE (as that term is defined in the Contribution Agreement) and fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the CAPITAL RESERVE (as that term is defined in the Contribution Agreement.) Withdrawing Member. Notwithstanding the above, in the event that the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space varies from the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, Subsidiary and Cordish Affiliate shall equitably adjust the amount of the balance of the Leasing Deposit to be so disbursed, such equitable adjustment shall be contained in such joint direction, and Escrowee shall comply with such joint direction. For example, if the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space is twenty-five percent (25%) greater than the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, the amount of the Leasing Deposit released for such Project Vacant Space shall equal 125% of the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space. Within ten (10) Business Days of Cordish Affiliate's request for a joint direction, to the extent Cordish Affiliate is entitled to a joint direction, Subsidiary shall cooperate with Cordish Affiliate and issue the joint direction. (e) The Escrowee shall disburse the balance of the Leasing Deposit, if any, remaining on the Second (2nd) anniversary six months after date of the Closing Date (including all interest that has accrued on the Leasing Deposit) as follows: fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to into the Operations Reserve and fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the Capital ReserveWithdrawing Member. (f) Notwithstanding anything to the contrary contained in this Section 2.1, on the date that a tenant of a Project Vacant Space has commenced payment of rent prior to the satisfaction of the Tenant Conditions, Subsidiary shall thereafter, within five (5) Business Days of receipt of a Leasing Deposit Monthly Payment for such Project Vacant Space, deposit, by wire transfer pursuant to Section 4 hereof, fifty percent (50%) of such Leasing Deposit Monthly Payment to into the Operations Reserve and depositpay the Withdrawing Member, by wire transfer pursuant to Section 4 hereof, fifty percent (50%) of such Leasing Deposit Monthly Payment to the Capital ReservePayment.

LEASING DEPOSIT. (ai) That portion of the Escrow Amount Deposit identified as the sum of One Hundred Thirty Seven Thousand, Seven Hundred Twenty Six Thousand Nine Hundred Fourteen Ninety Two and 25/100 00/100 Dollars ($726,914.25137,792.00) is hereby referred to as the "LEASING DEPOSIT." The Leasing Deposit equals twenty-four (24) months is applicable to 4,250 square feet of PRO FORMA base rent and reimbursable expenses (I.E., pro rata expenses such as a tenant's pro rata share of common area maintenance expenses and real estate taxes) for each tenant space at the Property property commonly known as the "KDA Space" which is not leased to tenants occupied by a tenant as of the CLOSING DATE (as defined in the Contribution Agreement) date hereof (the "PROJECT VACANT SPACE") and that are not part of is allocable to the EARNOUT SPACE (Vacant Space as that term is defined in the Contribution Agreement) and the LEASED BUT NOT OPEN SPACE (as that term is defined in Section 2.1 A hereof.) Each Project Vacant Space, the size of such space, the TI and LC (as those terms are defined in Section 2.2 hereof) allocated to such space, shown on EXHIBIT A. Buyer shall receive a prorated credit from the Leasing Deposit allocated to such space and on the average (over a five year period) monthly PRO FORMA base date hereof for the rent and reimbursable expenses attributable to such space (the "MONTHLY PRO FORMA BASE RENT AND EXPENSES") is scheduled on EXHIBIT "A" attached hereto. (b) Within five (5) Business Days after the Closing Date, the Escrow Agent shall disburse from the Leasing Deposit, by wire transfer pursuant to Section 4 hereof, to the Subsidiary for each Project Vacant Space a prorated Monthly Pro Forma Base Rent and Expenses attributable to each Project Vacant Space from the Closing Date date hereof through the end of the month in which Closing occurscurrent month. Thereafter, on the first day of each calendar month during the twenty-three Buyer shall receive (23and Escrow Agent is hereby authorized to pay to Buyer without further direction from Seller) consecutive calendar months that follow the Closing Datemonthly payments, Escrowee shall disbursein advance, by wire transfer pursuant to Section 4 hereoffor rent and reimbursable expenses, from the Leasing Deposit. The amount of the monthly disbursement to Buyer from the Leasing Deposit shall be as directed by Buyer by notice to Subsidiary Seller and Escrow Agent each month, according to the Monthly Pro Forma Base Rent and Expenses form of request attached as EXHIBIT C (which shall be equal to 1/12 of the Leasing Deposit prorated for any partial months), ) (the "LEASING DEPOSIT MONTHLY PAYMENT") for each Project Vacant Space). (cii) The Leasing Deposit Monthly Payment for Seller has previously delivered to Purchaser a Project partially executed lease agreement with Design Ventures, LLC ("DESIGN VENTURES") whereby Design Ventures will lease the Vacant Space shall be made by Escrowee Space. Seller will use reasonable efforts to Subsidiary until cause Design Ventures to execute the Design Ventures lease within thirty (30) days following the date of this Agreement. At such time as Design Ventures has taken possession of the following described requirements are met for such Project Vacant Space: , and has commenced full payments of base rent and all other payments required by the Design Ventures lease, and has delivered to Seller and Buyer an estoppel certificate and rent commencement date agreement confirming the above requirements (collectively, the "LEASE-UP CRITERIA"), then (1) this Vacancy Escrow Agreement shall automatically terminate as of that date upon which the Lease-Up Criteria are satisfied, (2) Escrow Agent shall disburse to Buyer the lesser of (i) the Project Vacant Space is leased; entire balance of the remaining Leasing Deposit or (ii) Seller's proportionate share of the costs attributable to the installation of such proposed tenant, including legal costs, leasing commissions, tenant or tenants for improvements and tenant allowances, which shall be calculated by multiplying such costs by a fraction, the Project Vacant Space numerator of which shall have accepted its respective premises; be the number of months remaining in the term of this Vacancy Escrow Agreement, and the denominator of which shall be the total number of months in the replacement tenant's lease term, and (iii3) the tenant or tenants for the Project Vacant Space Escrow Agent shall have opened for business at the Property disburse to the public; (iv) the tenant or tenants for the Project Vacant Space shall have commenced full payment of rent and other charges under Seller any Project Vacant Space lease; (v) Cordish Affiliate shall have provided Subsidiary with a certificate of Cordish Affiliate certifying that all leasing commissions and tenant improvement allowances associated with the Project Vacant Space have been fully paid; (vi) Cordish Affiliate shall have delivered to Subsidiary a temporary or permanent certificate of occupancy for each separately leased portion of the Project Vacant Space; and (vii) the tenant or the tenants for the Project Vacant Space (or Cordish Affiliate) has executed and delivered an estoppel certificate to Subsidiary that is reasonably acceptable to Subsidiary (which acceptance by Subsidiary shall be given in the event that such estoppel certificate is generally consistent in form and substance with estoppel certificates accepted by Subsidiary in connection with other leases at the Property prior to or on the Closing Date (as that term is defined in the Contribution Agreement) or is on the form of such tenant)(collectively, the "TENANT CONDITIONS"). Subsidiary and/or Cordish Affiliate shall promptly notify the other and Escrowee of the date any tenant satisfies the Tenant Conditions. (d) As each Project Vacant Space is leased during the two (2) year period following the Closing Date, with the Tenant Conditions for each portion of the Project Vacant Space having then been satisfied for such leased portion of the Project Vacant Space, the balance of the remaining Leasing Deposit attributable to each such leased portion of the Project Vacant Space shall, upon the joint direction of Cordish Affiliate and Subsidiary, be disbursed by the Escrowee, by wire transfer pursuant to Section 4 hereof, within five (5) Business Days of receipt of such joint direction, as follows: fifty percent (50%) of such amount Deposit. The parties request for disbursement shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly according to the OPERATIONS RESERVE (form attached as that term is defined in the Contribution Agreement) and fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the CAPITAL RESERVE (as that term is defined in the Contribution Agreement.) Notwithstanding the above, in the event that the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space varies from the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, Subsidiary and Cordish Affiliate shall equitably adjust the amount of the balance of the Leasing Deposit to be so disbursed, such equitable adjustment shall be contained in such joint direction, and Escrowee shall comply with such joint direction. For example, if the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space is twenty-five percent (25%) greater than the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, the amount of the Leasing Deposit released for such Project Vacant Space shall equal 125% of the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space. Within ten (10) Business Days of Cordish Affiliate's request for a joint direction, to the extent Cordish Affiliate is entitled to a joint direction, Subsidiary shall cooperate with Cordish Affiliate and issue the joint direction. (e) The Escrowee shall disburse the balance of the Leasing Deposit, if any, remaining on the Second (2nd) anniversary date of the Closing Date (including all interest that has accrued on the Leasing Deposit) as follows: fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the Operations Reserve and fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the Capital Reserve. (f) Notwithstanding anything to the contrary contained in this Section 2.1, on the date that a tenant of a Project Vacant Space has commenced payment of rent prior to the satisfaction of the Tenant Conditions, Subsidiary shall thereafter, within five (5) Business Days of receipt of a Leasing Deposit Monthly Payment for such Project Vacant Space, deposit, by wire transfer pursuant to Section 4 hereof, fifty percent (50%) of such Leasing Deposit Monthly Payment to the Operations Reserve and deposit, by wire transfer pursuant to Section 4 hereof, fifty percent (50%) of such Leasing Deposit Monthly Payment to the Capital Reserve.EXHIBIT C.

LEASING DEPOSIT. (a) That portion of the Escrow Amount Deposit identified as the sum of Eight Hundred Forty Seven Thousand Eight Hundred Twenty Six Thousand Forty Nine Hundred Fourteen and 25/100 68/100 Dollars ($726,914.25847,849.18) is hereby referred to as the "LEASING DEPOSIT." The Five Hundred Forty Seven Thousand Eight Hundred Forty Nine and 18/100 Dollars ($547,849.18) of the Leasing Deposit equals twenty-four (24"VACANT SPACE PORTION") months is applicable to 8,026 square feet of PRO FORMA base rent and reimbursable expenses (I.E., pro rata expenses such as a tenant's pro rata share of common area maintenance expenses and real estate taxes) for each tenant space and PAD F at the Property property not leased to tenants as of the CLOSING DATE date of Closing (as defined in the Contribution AgreementContract) (the "PROJECT VACANT SPACE") ), and that are not part $300,000 of the EARNOUT SPACE Leasing Deposit ("PAD F PORTION") is applicable to the arrangement regarding the rental rate at which PAD F is ground leased (if it is leased) as described in Paragraph 2 of the Second Amendment to the Contract. Seller shall be required to place the Vacant Space (excluding PAD F) into a "vanilla box" condition at the sole cost and expense of Seller and disbursements related thereto shall not be permitted therefor from the Escrow Deposit. Buyer shall receive a prorated credit from the Vacant Space portion of the Leasing Deposit on the date of Closing (as that term is defined in the Contribution AgreementContract) and for the LEASED BUT NOT OPEN SPACE (as that term is defined in Section 2.1 A hereof.) Each Project Vacant Space, the size of such space, the TI and LC (as those terms are defined in Section 2.2 hereof) allocated to such space, the Leasing Deposit allocated to such space and the average (over a five year period) monthly PRO FORMA base rent and reimbursable expenses attributable to such space (the "MONTHLY PRO FORMA BASE RENT AND EXPENSES") is scheduled on EXHIBIT "A" attached hereto. (b) Within five (5) Business Days after the Closing Date, the Escrow Agent shall disburse from the Leasing Deposit, by wire transfer pursuant to Section 4 hereof, to the Subsidiary for each Project Vacant Space a prorated Monthly Pro Forma Base Rent and Expenses attributable to each Project Vacant Space from the date of Closing Date through the end of the month in which Closing occurs. Thereafter, on the first day of each calendar month during the twenty-three Buyer shall receive (23and Escrow Agent is hereby authorized to pay to Buyer without further direction from Seller) consecutive calendar months that follow the Closing Datemonthly payments, Escrowee shall disbursein advance, by wire transfer pursuant to Section 4 hereoffor rent and reimbursable expenses, from the Vacant Space portion of the Leasing Deposit, in the sum of l/24th of the Vacant Space portion of the Leasing Deposit to Subsidiary the Monthly Pro Forma Base Rent and Expenses (prorated for any partial months), ) (the "LEASING DEPOSIT MONTHLY PAYMENT") for each Project Vacant Space. (c) ). The Leasing Deposit Monthly Payment for a Project Vacant Space shall be made by Escrowee Escrow Agent to Subsidiary Buyer until such time as the following described requirements are met for such Project Vacant Space: (i) the Project Vacant Space is leased; (ii) the tenant or respective tenants for the Project Vacant Space shall have (other than PAD F) have: (a) accepted its respective premises; , and (iiib) the tenant or tenants for the Project Vacant Space shall have opened for business at the Property to the public; , and (ivc) the tenant or tenants for the Project Vacant Space shall have commenced full payment of paying rent and other charges under any Project Vacant Space lease; , and (vd) Cordish Affiliate shall have provided Subsidiary with a certificate of Cordish Affiliate certifying that all leasing commissions and tenant improvement allowances associated with the Project Vacant Space have been are fully paid; , and (vie) Cordish Affiliate shall have delivered to Subsidiary a temporary or permanent certificate of occupancy to Buyer for each separately leased portion of the Project Vacant Space; and its respective space (vii) the tenant or the tenants for the Project Vacant Space (or Cordish Affiliate) has executed and delivered an estoppel certificate to Subsidiary that is reasonably acceptable to Subsidiary (which acceptance by Subsidiary shall be given in the event that such estoppel certificate is generally consistent in form and substance with estoppel certificates accepted by Subsidiary in connection with other leases at the Property prior to or on the Closing Date (as that term is defined in the Contribution Agreement) or is on the form of such tenant)(collectivelycollectively, the "TENANT CONDITIONS"). Subsidiary and/or Cordish Affiliate As to PAD F, the Escrow Agent shall make the Leasing Deposit Monthly Payment until rent commences under a ground lease with a PAD F tenant which shall be the Tenant Condition for PAD F. Buyer and Seller shall promptly notify the other and Escrowee Escrow Agent of the date any tenant satisfies the Tenant Conditions. (d) . As each Project the Vacant Space is leased during the two (2) two-year period following the Closing Datedate of Closing, with the Tenant Conditions for each portion of the Project Vacant Space having then been satisfied for such leased portion of the Project Vacant Spacesatisfied, the balance of the Vacant Space portion of the Leasing Deposit attributable to each such leased portion of the Project Vacant Space shall, shall then be released to Seller upon the joint direction of Cordish Affiliate Seller and Subsidiary, be disbursed by the Escrowee, by wire transfer pursuant to Section 4 hereof, within five (5) Business Days of receipt of such joint direction, as follows: fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the OPERATIONS RESERVE (as that term is defined in the Contribution Agreement) and fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the CAPITAL RESERVE (as that term is defined in the Contribution Agreement.) Notwithstanding the above, in the event that the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space varies from the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, Subsidiary and Cordish Affiliate shall equitably adjust the amount of the Buyer. The balance of the Leasing Deposit to be so disbursed, such equitable adjustment shall be contained in such joint direction, and Escrowee shall comply with such joint direction. For example, if the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space is twenty-five percent (25%) greater than the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, the amount of the Leasing Deposit released for such Project Vacant Space shall equal 125% of the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space. Within ten (10) Business Days of Cordish Affiliate's request for a joint direction, to the extent Cordish Affiliate is entitled to a joint direction, Subsidiary shall cooperate with Cordish Affiliate and issue the joint direction. (e) The Escrowee shall disburse the balance Portion of the Leasing Deposit, if any, remaining on the Second (2nd) second anniversary date of the Closing Date (including all interest that has accrued on date of Closing, shall be released to Buyer. In addition, Escrow Agent shall hold the $300,000 PAD F Portion of the Leasing Deposit) as follows: fifty percent (50%) Deposit pending the ground lease of PAD F. If PAD F is successfully leased during the two-year period following Closing, then such amount $300,000 shall be disbursed, distributed by wire transfer pursuant Escrow Agent to Section 4 hereof, directly Buyer and/or Seller in accordance with the terms of Paragraph 2 of the Second Amendment to the Operations Reserve and fifty percent Contract (50%) of such amount shall be disbursedwhich Amendment is dated October 13, by wire transfer pursuant to Section 4 hereof, directly to the Capital Reserve2004). (f) Notwithstanding anything to the contrary contained in this Section 2.1, on the date that a tenant of a Project Vacant Space has commenced payment of rent prior to the satisfaction of the Tenant Conditions, Subsidiary shall thereafter, within five (5) Business Days of receipt of a Leasing Deposit Monthly Payment for such Project Vacant Space, deposit, by wire transfer pursuant to Section 4 hereof, fifty percent (50%) of such Leasing Deposit Monthly Payment to the Operations Reserve and deposit, by wire transfer pursuant to Section 4 hereof, fifty percent (50%) of such Leasing Deposit Monthly Payment to the Capital Reserve.

LEASING DEPOSIT. (a) That portion of the Escrow Amount Deposit identified in Schedule 2 attached hereto as the sum of Seven One Hundred Twenty Six Sixteen Thousand Nine One Hundred Fourteen Ten and 25/100 no/100 Dollars ($726,914.25116,110.00) is hereby referred to as the "LEASING DEPOSITLeasing Deposit." The Leasing Deposit equals twenty-four (24) months is applicable to 3,415 square feet of PRO FORMA base rent and reimbursable expenses (I.E., pro rata expenses such as a tenant's pro rata share of common area maintenance expenses and real estate taxes) for each tenant space at as the Property property not leased to tenants as of the CLOSING DATE date of Closing (as defined in the Contribution AgreementContract) (the "PROJECT VACANT SPACEVacant Space") ). Seller shall be required to place the Vacant Space into a "vanilla box" condition at the sole cost and that are expense of Seller and disbursements related thereto shall not part be permitted therefor from the Escrow Deposit, except as provided in Section 2(d). Buyer shall receive a prorated credit from the Leasing Deposit on the date of the EARNOUT SPACE Closing (as that term is defined in the Contribution AgreementContract) and for the LEASED BUT NOT OPEN SPACE (as that term is defined in Section 2.1 A hereof.) Each Project Vacant Space, the size of such space, the TI and LC (as those terms are defined in Section 2.2 hereof) allocated to such space, the Leasing Deposit allocated to such space and the average (over a five year period) monthly PRO FORMA base rent and reimbursable expenses attributable to such space (the "MONTHLY PRO FORMA BASE RENT AND EXPENSES") is scheduled on EXHIBIT "A" attached hereto. (b) Within five (5) Business Days after the Closing Date, the Escrow Agent shall disburse from the Leasing Deposit, by wire transfer pursuant to Section 4 hereof, to the Subsidiary for each Project Vacant Space a prorated Monthly Pro Forma Base Rent and Expenses attributable to each Project Vacant Space from the date of Closing Date through the end of the month in which Closing occurs. Thereafter, on the first day of each calendar month during the twenty-three Buyer shall receive (23and Escrow Agent is hereby authorized to pay to Buyer without further direction from Seller) consecutive calendar months that follow the Closing Datemonthly payments, Escrowee shall disbursein advance, by wire transfer pursuant to Section 4 hereoffor rent and reimbursable expenses, from the Leasing Deposit, in the sum of 1/12 of the Leasing Deposit to Subsidiary the Monthly Pro Forma Base Rent and Expenses (prorated for any partial months), ) (the "LEASING DEPOSIT MONTHLY PAYMENTLeasing Deposit Monthly Payment") for each Project Vacant Space. (c) ). The Leasing Deposit Monthly Payment for a Project Vacant Space shall be made by Escrowee Escrow Agent to Subsidiary Buyer until such time as the following described requirements are met for such Project Vacant Space: (i) the Project Vacant Space is leased; (ii) the tenant or respective tenants for the Project Vacant Space shall have (a) accepted its respective premises; , and (iiib) the tenant or tenants for the Project Vacant Space shall have opened for business at the Property to the public; , and (ivc) the tenant or tenants for the Project Vacant Space shall have commenced full payment of paying rent and other charges under any Project Vacant Space lease; , and (vd) Cordish Affiliate shall have provided Subsidiary with a certificate of Cordish Affiliate certifying that all leasing commissions and tenant improvement allowances associated with the Project Vacant Space have been are fully paid; , and (vie) Cordish Affiliate shall have delivered to Subsidiary a temporary or permanent certificate of occupancy to Buyer for each separately leased portion of the Project Vacant Space; and its respective space (vii) the tenant or the tenants for the Project Vacant Space (or Cordish Affiliate) has executed and delivered an estoppel certificate to Subsidiary that is reasonably acceptable to Subsidiary (which acceptance by Subsidiary shall be given in the event that such estoppel certificate is generally consistent in form and substance with estoppel certificates accepted by Subsidiary in connection with other leases at the Property prior to or on the Closing Date (as that term is defined in the Contribution Agreement) or is on the form of such tenant)(collectivelycollectively, the "TENANT CONDITIONSTenant Conditions"). Subsidiary and/or Cordish Affiliate Buyer shall promptly notify the other Seller and Escrowee Escrow Agent of the date any tenant satisfies the Tenant Conditions. (d) . As each Project the Vacant Space is leased during the two (2) 1-year period following the Closing Datedate of Closing, with the Tenant Conditions for each portion of the Project Vacant Space having then been satisfied for such leased portion of the Project Vacant Spacesatisfied, the balance of the Leasing Deposit is attributable to each such leased portion of the Project Vacant Space shall, shall then be released to Seller upon the joint direction of Cordish Affiliate Seller and Subsidiary, be disbursed by the Escrowee, by wire transfer pursuant to Section 4 hereof, within five (5) Business Days of receipt of such joint direction, as follows: fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the OPERATIONS RESERVE (as that term is defined in the Contribution Agreement) and fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the CAPITAL RESERVE (as that term is defined in the Contribution Agreement.) Notwithstanding the above, in the event that the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space varies from the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, Subsidiary and Cordish Affiliate shall equitably adjust the amount of the balance of the Leasing Deposit to be so disbursed, such equitable adjustment shall be contained in such joint direction, and Escrowee shall comply with such joint directionBuyer. For example, if the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space is twenty-five percent (25%) greater than the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, the amount of the Leasing Deposit released for such Project Vacant Space shall equal 125% of the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space. Within ten (10) Business Days of Cordish Affiliate's request for a joint direction, to the extent Cordish Affiliate is entitled to a joint direction, Subsidiary shall cooperate with Cordish Affiliate and issue the joint direction. (e) The Escrowee shall disburse the balance of the Leasing Deposit, if any, remaining on the Second (2nd) one-year anniversary following the date of the Closing Date (including all interest that has accrued on the Leasing Deposit) as follows: fifty percent (50%) of such amount Closing, shall be disbursed, by wire transfer pursuant released to Section 4 hereof, directly to the Operations Reserve and fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the Capital ReserveBuyer. (f) Notwithstanding anything to the contrary contained in this Section 2.1, on the date that a tenant of a Project Vacant Space has commenced payment of rent prior to the satisfaction of the Tenant Conditions, Subsidiary shall thereafter, within five (5) Business Days of receipt of a Leasing Deposit Monthly Payment for such Project Vacant Space, deposit, by wire transfer pursuant to Section 4 hereof, fifty percent (50%) of such Leasing Deposit Monthly Payment to the Operations Reserve and deposit, by wire transfer pursuant to Section 4 hereof, fifty percent (50%) of such Leasing Deposit Monthly Payment to the Capital Reserve.

LEASING DEPOSIT. (a) That portion of the Escrow Amount identified as the sum of Seven Hundred Twenty Six Thousand Nine Hundred Fourteen and 25/100 Dollars NINE HUNDRED NINETY THOUSAND FOUR HUNDRED THIRTY-NINE AND 00/100 DOLLARS ($726,914.25990,439.00) is hereby referred to as the "LEASING DEPOSIT." The Leasing Deposit equals twenty-four (24) months of PRO FORMA base rent and reimbursable expenses (I.E., pro rata expenses such as a tenant's pro rata share of common area maintenance expenses and real estate taxes) for each tenant space at the Property not leased to tenants as of the CLOSING DATE (as defined in the Contribution Agreement) (the "PROJECT VACANT SPACE") and that are not part of the EARNOUT SPACE or the THEATER SPACE (as that term is those terms are defined in the Contribution Agreement) and or the LEASED BUT NOT OPEN SPACE (as that term is defined in Section 2.1 A 2.1A hereof.) ). Each Project Vacant Space, the size of such space, the TI and LC (as those terms are defined in Section 2.2 hereof) allocated to such space, the Leasing Deposit allocated to such space and the average (over a five year period) monthly PRO FORMA base rent and reimbursable expenses attributable to such space (the "MONTHLY PRO FORMA BASE RENT AND EXPENSES") is scheduled on EXHIBIT "A" attached hereto. (b) Within five On the fifth (55th) Business Days after the Closing Date, the Escrow Agent shall disburse from the Leasing Deposit, by wire transfer pursuant to Section 4 hereof, to the Subsidiary for each Project Vacant Space a prorated Monthly Pro Forma Base Rent and Expenses attributable to each Project Vacant Space from the Closing Date through the end of the month in which Closing occurs. Thereafter, on the first day of each calendar month during the twenty-three (23) consecutive calendar months that follow the Closing Date, Escrowee shall disburse, by wire transfer pursuant to Section 4 hereof, from the Leasing Deposit to Subsidiary the Monthly Pro Forma Base Rent and Expenses (prorated for any partial months), (the "LEASING DEPOSIT MONTHLY PAYMENT") for each Project Vacant Space. (c) The Leasing Deposit Monthly Payment for a Project Vacant Space shall be made by Escrowee to Subsidiary until such time as the following described requirements are met for such Project Vacant Space: (i) the Project Vacant Space is leased; (ii) the tenant or tenants for the Project Vacant Space shall have accepted its respective premises; (iii) the tenant or tenants for the Project Vacant Space shall have opened for business at the Property to the public; (iv) the tenant or tenants for the Project Vacant Space shall have commenced full payment of rent and other charges under any Project Vacant Space lease; (v) Cordish Affiliate shall have provided Subsidiary with a certificate of Cordish Affiliate certifying that all leasing commissions and tenant improvement allowances associated with the Project Vacant Space have been fully paid; (vi) Cordish Affiliate shall have delivered to Subsidiary a temporary or permanent certificate of occupancy for each separately leased portion of the Project Vacant Space; and (vii) the tenant or of the tenants for the Project Vacant Space (or Cordish Affiliate) has executed and delivered an estoppel certificate to Subsidiary that is reasonably acceptable to Subsidiary (which acceptance by Subsidiary shall be given in the event that such estoppel certificate is generally consistent in form and substance with estoppel certificates accepted by Subsidiary in connection with other leases at the Property prior to or on the Closing Date (as that term is defined in the Contribution Agreement) or is on the form of such tenant)(collectively, the "TENANT CONDITIONS"). Subsidiary and/or Cordish Affiliate shall promptly notify the other and Escrowee of the date any tenant satisfies the Tenant Conditions. (d) As each Project Vacant Space is leased during the two (2) year period following the Closing Date, with the Tenant Conditions for each portion of the Project Vacant Space having then been satisfied for such leased portion of the Project Vacant Space, the balance of the Leasing Deposit attributable to each such leased portion of the Project Vacant Space shall, upon the joint direction of Cordish Affiliate and Subsidiary, be disbursed by the Escrowee, by wire transfer pursuant to Section 4 hereof, within five (5) Business Days of receipt of such joint direction, as follows: fifty two percent (502%) of such amount (the "TRANSACTION AMOUNT") shall be disbursed, disbursed by wire transfer pursuant to Section 4 hereof, directly to the OPERATIONS RESERVE (as that term terms is defined in the Contribution Agreement) and fifty percent ), forty percent. (5040%) of the remaining balance of such amount (after deduction of the Transaction Amount) shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the CAPITAL RESERVE Operations Reserve and the remaining balance of such amount (as that term is defined after deduction of the Transaction Amount and the deposit into the Operations Reserve provided for in the Contribution Agreement.this Subsection (d)) shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to Withdrawing Member. Notwithstanding the above, in the event that the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space varies from the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, Subsidiary and Cordish Affiliate shall equitably adjust the amount of the balance of the Leasing Deposit to be so disbursed, such equitable adjustment shall be contained in such joint direction, and Escrowee shall comply with such joint direction. For example, if the actual average monthly base rent and projected reimbursable expenses for a Project Vacant Space is twenty-five percent (25%) greater than the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space, the amount of the Leasing Deposit released for such Project Vacant Space shall equal 125% of the Monthly Pro Forma Base Rent and Expenses for such Project Vacant Space. Within ten (10) Business Days of Cordish Affiliate's request for a joint direction, to the extent Cordish Affiliate is entitled to a joint direction, . Subsidiary shall cooperate with Cordish Affiliate and issue the joint direction. (e) The Escrowee shall disburse the balance of the Leasing Deposit, if any, remaining on the Second (2nd) anniversary date of the Closing Date (including all interest that has accrued on the Leasing Deposit) as follows: fifty two percent (502%) of such amount (also a "TRANSACTION AMOUNT") shall be disbursed by wire transfer pursuant to Section 4 hereof, directly to the Operations Reserve; then forty percent (40%) of the remaining balance of such amount (after deduction of the Transaction Amount) shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly into the Operations Reserve and the remaining balance of such amount (after deduction of the Transaction Amount and the deposit into the Operations Reserve provided for in this Subsection (e)) shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the Operations Reserve and fifty percent (50%) of such amount shall be disbursed, by wire transfer pursuant to Section 4 hereof, directly to the Capital ReserveWithdrawing Member. (f) Notwithstanding anything to the contrary contained in this Section 2.1, on the date that a tenant of a Project Vacant Space has commenced payment of rent prior to the satisfaction of the Tenant Conditions, Subsidiary shall thereafter, within five (5) Business Days of receipt of a Leasing Deposit Monthly Payment for such Project Vacant Space, deposit: (i) deposit to the Operations Reserve, by wire transfer pursuant to Section 4 hereof, fifty two percent (502%) of such Leasing Deposit Monthly Payment to (also a "TRANSACTION AMOUNT") and forty percent (40%) of the Operations Reserve remaining balance of such Leasing Deposit Monthly Payment (after deduction of the Transaction Amount); and deposit(ii) pay the Withdrawing Member, by wire transfer pursuant to Section 4 hereof, fifty percent (50%) the balance of such Leasing Deposit Monthly Payment to (after deduction of the Capital ReserveTransaction Amount and the deposit into the Operations Reserve provided for in this Subsection (f)).