Common use of Leasing Reserve Funds Clause in Contracts

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “Leasing Reserve Account”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit (to the extent not deposited pursuant to Section 9.3(f) hereof) into an Eligible Account held by Lender or Servicer Cash Management Bank (the “Leasing Reserve Account”) an amount equal to on each Monthly Payment Date following the occurrence and during the continuance of a Trigger Period, the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, (but not including any early termination fee tenant improvements or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower leasing commissions already reserved for pursuant to Section 4.14(d) 8.8 hereof). Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse cause the disbursement to Borrower of the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: conditions (collectively, the “TI/LC Reserve Release Conditions”): (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such the Lease (to the extent that Lender’s approval is required under the provisions of this Agreement) in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, which approval shall not be unreasonably withheld, conditioned or delayed; (iv) Lender shall have received and reasonably approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed (or, for ongoing work, are in a the process of being completed) in good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval, if any, by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvement improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement (or for ongoing work, such Person has been or will be paid upon such disbursement for the work during the previous calendar monthidentified in such certificate from Borrower with respect to such disbursement), (ii) such certificate to be accompanied by lien waivers for all completed work at the Individual Continental Propertywaivers, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Lender; (ivvi) at Lender’s option, option if the cost of any the individual tenant improvement exceeds improvements exceed $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000100,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Lender; and (vii) Lender shall have received such other than Permitted Encumbrancesevidence as Lender shall reasonably request that the tenant improvements at the Property to be funded by the requested disbursement have been completed (to the extent applicable) and/or leasing commissions to be funded by the requested disbursement are due and payable and have been or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts Provided no Event of Default has occurred and is continuing, Lender shall cause any Leasing Reserve Funds remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall Account to be returned disbursed to Borrower provided that no Trigger Period pursuant to any of clauses (xA)(i) through (ii) in the event the Mezzanine Loan definition thereof is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrowercontinuing. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit (to the extent not deposited pursuant to Section 9.3(g) hereof) into an Eligible Account held by Lender or Servicer (the “Leasing Reserve Account”) on each Monthly Payment Date an amount equal to one-twelfth (1/12th) of $1.25 multiplied by the aggregate square footage of all Medical Office Buildings (the “Leasing Reserve Monthly Deposit Deposit”) for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In additionhereof; provided, that, Borrower shall deposit in not be required to make any deposits into the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereofAccount for so long as the Debt Yield is greater than 10%. Amounts deposited pursuant to this Section 8.3 or pursuant to Section 9.3(g) hereof are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items applicable Individual Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvement work during improvements to be funded by the previous calendar monthrequested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (ii) such certificate to be accompanied by lien waivers for all completed work at the Individual Continental Propertywaivers, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Lender; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000100,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, shall have received a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Lender; and (v) Lender shall have received such other than Permitted Encumbrancesevidence as Lender shall reasonably request that the tenant improvements at the applicable Individual Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts Leasing Reserve Funds remaining on deposit in the Leasing Reserve Fund Account after the Debt has been paid in full, full shall be returned paid (xa) in the event to Mezzanine A Lender to be held by Mezzanine A Lender pursuant to the Mezzanine A Loan Agreement for the same purposes as those described in this Section 8.3, (b) if the Mezzanine A Loan is no longer outstanding, but the Mezzanine B Loan is outstanding, to Mezzanine B Lender to be applied in accordance with held by Mezzanine B Lender pursuant to the Mezzanine B Loan AgreementAgreement for the same purposes as those described in this Section 8.3, (c) if the Mezzanine A Loan and Mezzanine B Loan are no longer outstanding, but the Mezzanine C Loan is outstanding, to Mezzanine C Lender to be held by Mezzanine C Lender pursuant to the Mezzanine C Loan Agreement for the same purposes as those described in this Section 8.3, or (yd) in the event that if none of the Mezzanine A Loan, Mezzanine B Loan or Mezzanine C Loan is paid in fullthen outstanding, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs improvements and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “Leasing Reserve Account”) an on each Monthly Payment Date the sum of $22,155.33 (the “Leasing Reserve Monthly Deposit”) until such time as the amount equal to deposited in the Leasing Reserve Monthly Deposit Account is equal to $1,329,320 (the “Leasing Reserve Threshold”), for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. Borrower shall replenish the Leasing Reserve Account (up to the Leasing Reserve Threshold) with Leasing Reserve Monthly Deposits if Borrower draws down the Leasing Reserve Account after the Leasing Reserve Threshold is met. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreementif required herein, Lender shall have reviewed and approved such the Lease and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) Lender shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvement work during improvements to be funded by the previous calendar monthrequested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (ii) such certificate to be accompanied by lien waivers for all completed work at the Individual Continental Propertywaivers, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Lender; (ivvi) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,00025,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Lender; and (vii) Lender shall have received such other than Permitted Encumbrancesevidence as Lender shall reasonably request that the tenant improvements at the Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On Borrower shall deposit with Lender on each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer Date the sum of $11,115 (the “Leasing Reserve AccountMonthly Deposit”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof; however, with respect to the period commencing on the date hereof through the Monthly Payment Date occurring in accordance with Leases entered into pursuant to this Agreement. In additionNovember, 2019, provided no Event of Default is continuing and the Debt Yield is no less than 9.0%, Borrower shall deposit in not be required to make the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereofMonthly Deposit. Amounts deposited pursuant to this Section 8.3 8.5 are referred to herein as the “Leasing Reserve Funds”. All Leasing Reserve Funds shall be held by Lender or Servicer in an Eligible Account (the “Leasing Reserve Account”) which, during the continuation of a Cash Trap Event Period, may be a sub-account of the Cash Management Account. (b) Subject to Section 8.14(i)Provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction to Borrower for Qualified Leasing Expenses, within fifteen (15) Business Days after the delivery by Borrower to Lender of each of the following conditions: (i) Borrower shall submit a request for payment to Lender therefor (but not more often than once per month), in increments of at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding , accompanied by the foregoingfollowing items (which items shall be in form and substance satisfactory to Lender): (i) an Officer’s Certificate (A) stating that all Qualified Leasing Expenses at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all Applicable Law, (B) identifying each Person that supplied materials or labor in connection with the Qualified Leasing Expenses to be funded by the requested disbursement, (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (D) stating that the Qualified Leasing Expenses to be funded have not been the subject of a previous disbursement, and (E) stating that all previous disbursements for Qualified Leasing Expenses have been used to pay the previously identified Qualified Leasing Expenses, (ii) as to any completed Qualified Leasing Expenses, a copy of any license, permit or other approval by any Governmental Authority required, if any, in connection with Borrower’s sale the Qualified Leasing Expenses and not previously delivered to Lender, (iii) copies of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work appropriate lien waivers (or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreementconditional lien waivers) or other similar fees incurred evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Manager Lender, (v) if required by Lender, an estoppel certificate from the applicable Tenant in form and substance reasonably acceptable to Lender and (vi) such other evidence as opposed Lender shall reasonably request to another third party broker) pursuant demonstrate that the Qualified Leasing Expenses to be funded by the requested disbursement have been completed (or completed to the Management Agreement. (cextent of the requested payment) Any amounts remaining in the Leasing Reserve Fund after the Debt has been and are paid in full, shall for or will be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, upon such disbursement to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer Administrative Agent, for the benefit of Lenders (the “Leasing Reserve Account”) an amount equal on each Monthly Payment Date occurring after the occurrence of a Downgrade Trigger with respect to any Downgrade Tenant, the sum of $100,000.00 per month for each such Downgrade Tenant (the “Leasing Reserve Monthly Deposit”) until such time as the balance in the Leasing Reserve Monthly Deposit Account allocable to such Downgrade Tenant equals the then-current annual base rent for such Downgrade Tenant under its Lease (the “Leasing Reserve Cap”) whereupon (provided no Event of Default has then occurred and is continuing) further deposits shall be suspended with respect to such Downgrade Tenant. Deposits into the Leasing Reserve Account shall be for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. So long as no Event of Default exists, Administrative Agent shall disburse funds from the Leasing Reserve Account to Borrower monthly, on a space by space basis. The portion of the Leasing Reserve Funds to be disbursed with respect to any space shall be equal to the lesser of (i) the actual costs incurred for tenant improvements, leasing commissions and other leasing costs for such space pursuant to evidence as required by Section 8.3(c) hereof, and (ii) an amount determined by multiplying (x) the total number of rentable square feet contained in such space by (y) the average per square foot base rent paid by the applicable prior Tenant immediately preceding the termination or expiration of the such Tenant’s Lease, calculated based on the total square footage of space occupied by such Tenant and the total annual aggregate base rent. (b) Subject With respect to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds Funds, Administrative Agent shall disburse funds to Borrower only upon satisfaction by Borrower Administrative Agent’s receipt and approval of each of the following conditions: items with respect to the applicable space, which Borrower agrees are reasonable: (i) Borrower shall submit a Borrower’s written request for payment to Lender at least ten (10) days prior to such disbursement, including the date on which Borrower requests such payment be made and specifies name of the tenant improvement costs or leasing commissions to be paid; and the location and total net rentable square feet contained in the applicable space; (ii) on a complete copy of a fully executed new lease of the date applicable space or a renewal or extension of the current lease of such request is received space for a term of not less than five (5) years at market rent, certified by Lender and on the date such payment is Borrower to be made, no Event of Default shall exist and remain uncured, such; (iii) with respect to any disbursement which, when added to all prior disbursements, equals ninety-five percent (95%) or less of the extent Leasing Reserve Funds allocated to such space: (A) the Cost Breakdown of the Work; (B) a certification of an authorized officer of Borrower that: (1) the Cost Breakdown is accurate and all Work shown in the Cost Breakdown has been completed lien-free, in a workmanlike manner and in accordance with the requirements of the Lease is subject Lender’s approval pursuant and all applicable laws; (2) Borrower has actually paid or incurred the Leasing Costs to be paid or reimbursed from the terms disbursement; and (3) the Leasing Costs to be paid or reimbursed from the disbursement are not in excess of this Agreementthe market-rates for these items; (C) paid receipts with respect to all prior advances evidencing that the Work for which a prior advance has been made has been fully paid; (D) lien waivers with respect to all prior advances evidencing that such Work has been paid for with such prior advances and has been completed lien free; (E) [Intentionally omitted]; and (F) If reasonably required by Administrative Agent, Lender such other evidence as may be reasonably necessary to verify the current accuracy of the certification and any inspection report, the costs of which shall have reviewed and approved such Lease be paid by Borrower; (iv) Lender with respect to any disbursement which, when added to all prior disbursements, equals more than ninety-five percent (95%) of the original Reserve Funds allowed to such space the following additional items shall have received a certificate from Borrower be required: (A) stating that a current estoppel certificate executed by the items tenant of the space which shall include, without limitation, their acknowledgment that: (1) the Lease is in full force and effect and neither Borrower nor the tenant is in default thereunder; (2) all Work required under the Lease have been satisfactorily completed and all tenant allowances required to be funded by paid under the requested disbursement are Lease have been paid in full and the tenant improvements claims no offset rights or leasing commissions at an Individual Continental Property, rent credits with respect to such Work; (3) all conditions to the tenant’s occupancy of the space and the payment of rent have been satisfied; (4) the tenant is in actual occupancy of and conducting business in the space; and (5) the tenant is paying unabated rent without any offset rights or rent credits; (B) stating that all tenant improvements at if reasonably required by Administrative Agent, such other evidence as may be necessary to verify the applicable Individual Continental Property theretofore completed have been completed current accuracy of the estoppel certificate, the costs of which shall be paid by Borrower; and (C) Borrower shall complete the lien-free performance or installation of the Work in a good and workmanlike manner and in accordance with all applicable Legal Requirementslaws, ordinances, rules and regulations. (Cc) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant foregoing or anything herein to the terms of this Agreementcontrary, Lender acknowledges that Borrower may request and Lender Administrative Agent shall disburse a to Borrower the portion of the Leasing Reserve Funds allocable to fund any tenant improvement/ leasing reserves required under a given Individual Property ten (10) Business Days following delivery to Administrative Agent of evidence of the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to occurrence of the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account Downgrade Cure with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations such Individual Property, whereupon no further Leasing Reserve AccountMonthly Deposits shall be required hereunder (unless a Downgrade Trigger shall thereafter occur).

Leasing Reserve Funds. (a) On each Monthly Payment DateDuring the existence of a Reserve Trigger Period, Borrower shall deposit into an Eligible Account held by Lender or Servicer Administrative Agent, for the benefit of Lenders (the “Leasing Reserve Account”) on each Monthly Payment Date during such Reserve Trigger Period an amount equal to one-twelfth of $1.50 per rentable square foot per annum (the “Leasing Reserve Monthly Deposit Deposit”) for tenant allowances, tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender Administrative Agent shall disburse to Borrower the Leasing Reserve Funds upon reasonable satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender Administrative Agent at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or allowances and leasing commissions to be paid; (ii) on the date such request is received by Lender Administrative Agent and on the date such payment is to be made, no Event of Default shall exist and remain uncured, be continuing; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender Administrative Agent shall have reviewed received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such Lease costs and payments; (iv) Lender Administrative Agent shall have received a certificate from Borrower (A) stating that the items tenant improvements at the Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed performed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required as of such date in connection with the tenant improvements or, if applicable, that the tenant allowance to be funded by the requested disbursement is due and owing under the applicable Lease, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvement work during improvements to be funded by the previous calendar monthrequested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement to the extent of amounts then due and owing to such Person, (ii) such certificate to be accompanied by lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Administrative Agent; (ivv) upon completion of the tenant improvements, at LenderAdministrative Agent’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000discretion, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Administrative Agent (other than Permitted Encumbrances); and (vi) Administrative Agent shall have received such other evidence as Administrative Agent shall reasonably request that the tenant improvements at the Property and/or leasing commissions to be funded by the requested disbursement have been performed by Borrower (to the extent applicable) and are paid for or will be paid upon such disbursement to Borrower. Lender Administrative Agent shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any Notwithstanding anything to the contrary contained herein, at such time that a Reserve Trigger Period no longer exists and provided no Event of Default is then continuing, upon request of Borrower, Administrative Agent shall disburse all amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds on deposit in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions Borrower within ten (10) days of the Reserve Trigger Period ceasing to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Accountexist.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit (or cause to be deposited) into an Eligible Account held by Lender Administrative Agent or Servicer (the “Leasing Reserve Account”) an amount equal to on each Monthly Payment Date occurring on and after the occurrence and during the continuance of a Trigger Period, the sum of $248,079 (the “Leasing Reserve Monthly Deposit Deposit”) for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreementcommissions. In addition, addition Borrower shall deposit in into the Leasing Replacement Reserve Account, any early Account all lease termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property fees required to Borrower be deposited with Administrative Agent pursuant to Section 4.14(d) hereof(“Lease Termination Deposits”). Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender Administrative Agent shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender Administrative Agent at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender Administrative Agent and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lenderat Administrative Agent’s approval pursuant to the terms of this Agreementrequest, Lender Administrative Agent shall have reviewed and approved such the Lease and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) Lender at Administrative Agent’s request, Administrative Agent shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Administrative Agent shall have received a certificate from Borrower (A) stating that all tenant improvements at the items applicable Individual Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement; (vi) with respect to any request for payment relating to tenant improvement work during costs in excess of the previous calendar monthReserve Threshold, such request is accompanied by (iiX) lien waivers for all completed (except that lien waivers from subcontractors who have performed work at in the Individual Continental Property, (iiiamount of $250,000 or less shall not be required) invoices and/or or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; Administrative Agent and (ivY) at LenderAdministrative Agent’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable such Individual Continental Property is free from all liens, claims and other encumbrances liens not previously approved by Administrative Agent (other than Permitted Encumbrances); and (vii) with respect to any request for payment relating to tenant improvement costs in excess of the Reserve Threshold, Administrative Agent shall have received such other evidence as Administrative Agent shall reasonably request that the tenant improvements at the applicable Individual Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender Following satisfaction of the conditions set forth in this Section 8.3(b), Administrative Agent shall endeavor to disburse the applicable Leasing Reserve Funds to Borrower within five (5) Business Days thereafter, provided that Administrative Agent shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant anything to the terms of this Agreementcontrary contained herein, Lender acknowledges that Borrower Lease Termination Deposits may request only be used for tenant improvements and Lender shall disburse a portion leasing commissions related to the Individual Property and space for which such payments were received until such time as such space has been released at which point they may be used for tenant improvements and leasing commissions as any Property. Upon the cure of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase Trigger Period and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contraryprovided that no other Trigger Period shall then exist, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions shall be disbursed to the extent that amounts therefor have been reserved for in Restricted Account on the Unfunded Obligations Reserve Accountnext Monthly Payment Date.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit (to the extent not deposited pursuant to Section 9.3(g) hereof) into an Eligible Account held by Lender or Servicer Cash Management Bank (the “Leasing Reserve Account”) an amount equal to on each Monthly Payment Date following the occurrence and during the continuance of a Trigger Period the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into (but not including any tenant improvements or leasing commissions already reserved for pursuant to this Agreement. In addition, Borrower Section 8.8 hereof); provided that Borrower’s obligation to deposit funds into the Leasing Reserve Account shall be suspended during any period when the balance of funds then on deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at Account is in an Individual Continental Property amount equal to Borrower pursuant to Section 4.14(d) hereofthe Leasing Reserve Cap. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse cause the disbursement to Borrower of the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such the Lease (to the extent that Lender’s approval is required under the provisions of this Agreement) and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, which approval shall not be unreasonably withheld, conditioned or delayed; (iv) Lender shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items applicable Individual Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed (or, for ongoing work, are in a the process of being completed) in good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval, if any, by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvement improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement (or for ongoing work, such Person has been or will be paid upon such disbursement for the work during the previous calendar monthidentified in such certificate from Borrower with respect to such disbursement), (ii) such certificate to be accompanied by lien waivers for all completed work at the Individual Continental Propertywaivers, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Lender; (ivvi) at Lender’s option, if (A) the Allocated Loan Amount of the Individual Property to which such individual tenant improvement relates is less than $5,000,000.00 and the cost of any such individual tenant improvement exceeds $250,000, a report satisfactory 250,000.00 or (B) the Allocated Loan Amount of the Individual Property to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of which such architect’s or engineer’s inspection of such individual tenant improvement relates is equal to or greater than $5,000,000.00 and (v) at Lender’s option, if the cost of any the individual tenant improvement exceeds $250,000500,000.00, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Lender; and (vii) Lender shall have received such other than Permitted Encumbrancesevidence as Lender shall reasonably request that the tenant improvements at the applicable Individual Property to be funded by the requested disbursement have been completed (to the extent applicable) and/or leasing commissions to be funded by the requested disbursement are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts Provided no Event of Default has occurred and is continuing, Lender shall cause any Leasing Reserve Funds remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender Account to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event disbursed to Borrower provided that the Mezzanine Loan no Trigger Period is paid in full, to Borrowercontinuing. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On Borrower shall deposit with Lender on each Monthly Payment Date during the continuance of a Cash Trap Event Period an amount equal to one-twelfth (1/12th) of an amount equaling $1.00 multiplied by the square footage of the applicable Individual Property which, as of the Closing Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer is equal to $174,489.67 (the “Leasing Reserve AccountMonthly Deposit”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant hereof, provided, that, to this Agreement. In additionthe extent the Cash Trap Event Period relates solely to a Lease Sweep Period, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid Monthly Deposit shall only relate to Tenant Improvements due at the Individual Property affected by any the Material Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereofthat triggered the Lease Sweep Period. Amounts deposited pursuant to this Section 8.3 8.5 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i)Provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction to Borrower for Qualified Leasing Expenses, within fifteen (15) Business Days after the delivery by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender of a Disbursement Request Form together with Lender’s then standard reserve disbursement schedule (but not more often than once per month), in increments of at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made) . Additionally, Borrower shall also provide the following items (which items shall be in form and substance satisfactory to Lender): (i) an Officer’s Certificate (A) stating that all Qualified Leasing Expenses at the Properties to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all Applicable Law and the Ground Lease (if applicable). Notwithstanding the foregoing, (B) [intentionally omitted], (C) stating that each Person that supplied materials or labor in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Qualified Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt Expenses has been paid in fullfull or will be paid in full upon such disbursement, shall be returned or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (xD) in stating that the event the Mezzanine Loan is outstanding, to Mezzanine Lender Qualified Leasing Expenses to be applied in accordance with funded have not been the Mezzanine Loan Agreementsubject of a previous disbursement, or and (yE) in stating that all previous disbursements for Qualified Leasing Expenses have been used to pay the event that the Mezzanine Loan is paid in fullpreviously identified Qualified Leasing Expenses, to Borrower. (dii) In no instance shall Borrower request[intentionally omitted], nor shall Lender be required to disburse, funds in the Leasing Reserve Account (iii) with respect to any tenant improvement costs and/or leasing commissions disbursement that is $500,000 or more or in connection with any invoice relating to such disbursement that is greater than $250,000, if required by Lender, if required by Lender, copies of appropriate lien waivers (or conditional lien waivers) or other evidence of payment reasonably satisfactory to Lender, (iv) at Lender’s option with respect to any disbursement that is $1,000,000 or more for an Individual Property, a title search for the related Individual Property indicating that the related Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, (v) [intentionally omitted], and (vi) such other evidence as Lender shall reasonably request to demonstrate that the Qualified Leasing Expenses to be funded by the requested disbursement have been completed (or completed to the extent that amounts therefor have been reserved of the requested payment) and are paid for or will be paid upon such disbursement to Borrower. In addition, upon the release of any Individual Property from the lien of its related Security Instrument in accordance with Section 2.10 hereof, any Leasing Reserve Funds held by Lender and allocated to tenant improvements and leasing commissions at such Individual Property shall be promptly returned to Borrower. Any Leasing Reserve Funds remaining upon the Unfunded Obligations Reserve Accountearlier to occur of (i) all Cash Trap Event Periods terminating or (ii) the Debt being paid in full shall be promptly returned to Borrower.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “Leasing Reserve Account”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to the Plaza del Sol Property and each Individual Continental Property Property, as applicable, that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an the Plaza del Sol Property or any Individual Continental Property Property, as applicable, to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and/or leasing commissions to be paid; , (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease and (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at the Plaza del Sol Property or an Individual Continental Property, as applicable, (B) stating that all tenant improvements at the Plaza del Sol Property or the applicable Individual Continental Property Property, as applicable, theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Plaza del Sol Property or any Individual Continental Property, as applicable, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; , (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Plaza del Sol Property indicating that or the applicable Individual Continental Property, as applicable, indicating that the Plaza del Sol Property or applicable Individual Continental Property, as applicable is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of the Plaza del Sol Property or any Individual Continental Property Property, as applicable, pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ improvement/leasing reserves required under the applicable purchase and sale agreement for the Plaza del Sol Property or such Individual Continental Property Property, as applicable, for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On each Monthly Payment DateDate occurring on and after the occurrence and during the continuance of a Trigger Period, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “Leasing Reserve Account”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and improvements, leasing commissions and free rent related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major any Lease at an Individual Continental Property to Borrower pursuant to, and to the extent required by, Section 4.14(d4.14(g) hereof. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease Lease, (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental PropertyProperty (for work requiring payments in excess of $250,000) (or to the extent Lender is prohibited from requiring waivers under applicable law with respect to work performed or materials delivered, in each case which have yet to be paid for, subordinations, conditional waivers and/or other documentation reasonably satisfactory to Lender), (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for work requiring payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender Xxxxxx in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing improvement /leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management AgreementXxxxxxxx. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account. (e) With respect to any Leasing Reserve Funds that were deposited into the Leasing Reserve Account pursuant to Section 4.14(g) hereof, to the extent that (i) the premises (the “Vacant Premises”) that were subject to the Lease from which the related early termination fee or payment or other termination fee or payment, as applicable, was received have been fully leased pursuant to one or more new Leases entered into in accordance with the terms hereof, (ii) the Tenant(s) under such new Leases have fully occupied the Vacant Premises pursuant to such new Lease(s), and such Tenant(s) are open for business in the Vacant Premises and paying full unabated rent and (iii) all tenant improvement costs and/or leasing commissions relating to such new Lease(s) have been paid in full, then, so long as no Event of Default is then in effect, Lender shall disburse to Borrower any of such Leasing Reserve Funds that were paid with respect to such Vacant Premises, if any, that are then remaining on deposit in the Leasing Reserve Account. For the avoidance of doubt, Borrower shall have the right to use such funds for payment of tenant improvements and/or leasing costs in accordance with Section 8.3(b).

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit (or cause to be deposited) into an Eligible Account held by Lender or Servicer (the “Leasing Reserve Account”) an amount equal to on each Monthly Payment Date occurring on and after the occurrence and during the continuance of a Trigger Period, the sum of $198,178 (the “Leasing Reserve Monthly Deposit Deposit”) for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreementcommissions. In addition, addition Borrower shall deposit in into the Leasing Replacement Reserve Account, any early Account all lease termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property fees required to Borrower be deposited with Lender pursuant to Section 4.14(d) hereof(“Lease Termination Deposits”). Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject at Lender’s approval pursuant to the terms of this Agreementrequest, Lender shall have reviewed and approved such the Lease and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) at Lender’s request, Lender shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items applicable Individual Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement; (vi) with respect to any request for payment relating to tenant improvement work during costs in excess of the previous calendar monthReserve Threshold, such request is accompanied by (iiX) lien waivers for all completed (except that lien waivers from subcontractors who have performed work at in the Individual Continental Property, (iiiamount of $250,000 or less shall not be required) invoices and/or or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; and (ivY) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable such Individual Continental Property is free from all liens, claims and other encumbrances liens not previously approved by Lender (other than Permitted Encumbrances); and (vii) with respect to any request for payment relating to tenant improvement costs in excess of the Reserve Threshold, Lender shall have received such other evidence as Lender shall reasonably request that the tenant improvements at the applicable Individual Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Following satisfaction of the conditions set forth in this Section 8.3(b), Lender shall endeavor to disburse the applicable Leasing Reserve Funds to Borrower within five (5) Business Days thereafter, provided that Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant anything to the terms of this Agreementcontrary contained herein, Lender acknowledges that Borrower Lease Termination Deposits may request only be used for tenant improvements and Lender shall disburse a portion leasing commissions related to the Individual Property and space for which such payments were received until such time as such space has been released at which point they may be used for tenant improvements and leasing commissions as any Property. Upon the cure of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase Trigger Period and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contraryprovided that no other Trigger Period shall then exist, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions shall be disbursed to the extent that amounts therefor have been reserved for in Restricted Account on the Unfunded Obligations Reserve Accountnext Monthly Payment Date.

Leasing Reserve Funds. (a) On Borrower shall deposit with Lender or Servicer on each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer Date the sum of $8,170.00 (the “Leasing Reserve AccountMonthly Deposit”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 4.3 are referred to herein as the “Leasing Reserve Funds” and shall be deposited into the Leasing Reserve Subaccount (as defined in the Cash Management Agreement). Notwithstanding the aforementioned, the aggregate amount of Leasing Reserve Funds shall not exceed an amount equal to $98,040.00 (the “Leasing Reserve Cap”) on any Monthly Payment Date (after giving effect to the payment of the Leasing Reserve Monthly Deposit) and accordingly, to the extent a Leasing Reserve Monthly Deposit would cause the aggregate amount Leasing Reserve Funds to exceed the Leasing Reserve Cap, such Leasing Reserve Monthly Deposit shall be decreased by an amount equal to such excess and any amount in the Leasing Reserve Subaccount exceeding the Leasing Reserve Cap shall be promptly returned to Borrower. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten fifteen (1015) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such the Lease and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) Lender shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal RequirementsApplicable Law, and such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvement work during improvements to be funded by the previous calendar monthrequested disbursement, and (iiC) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers for all completed work at the Individual Continental Propertywaivers, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Lender; (ivvi) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Lender; (vii) Lender shall have received (x) if such request for disbursement is in connection with tenant improvements, an estoppel from the Tenant for which the tenant improvements have been performed stating that such tenant improvements have been completed in a manner satisfactory and acceptable to such Tenant, such Tenant has accepted the premises demised under the applicable Lease and is in actual, physical occupancy of, and open to the public for business in, the space demised under its Lease, such Tenant is paying full, unabated rent, and containing such other than Permitted Encumbrancesinformation as Lender may reasonably require, in form and substance reasonably satisfactory to Lender, and/or (y) if such request for disbursement is in connection with leasing commissions, a certificate from the leasing agent that no further sums are due to it in connection with the applicable Lease; and (viii) Lender shall have received such other evidence as Lender shall reasonably request that the tenant improvements at the Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor or in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, all Leasing Reserve Funds not theretofore used and remaining on deposit in connection the Leasing Reserve Subaccount shall be disbursed to Borrower upon the earlier to occur of (i) payment in full of the Debt or (ii) the release of the Security Instrument in accordance with Borrower’s sale of any Individual Continental Property pursuant to the terms of this AgreementAgreement and the other Loan Documents, Lender acknowledges that Borrower may request and Lender shall disburse a portion provided no Event of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management AgreementDefault is then continuing. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender Administrative Agent or Servicer (the “Leasing Reserve Account”) an amount equal to (i) on each Monthly Payment Date the sum of $146,485.42 (the “Leasing Reserve Monthly Deposit Deposit”) for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in and (ii) during the Leasing Reserve Accountcontinuance of a Trigger Period, any early termination fee or payment or other termination fee or payment Lease Termination Payment paid by any Tenant under a Major at Property but only to the extent that such Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereofTermination Payment paid by such Tenant exceeds Five Hundred Thousand and No/100 Dollars ($500,000.00). Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender Administrative Agent shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender Administrative Agent at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender Administrative Agent and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender Administrative Agent shall have reviewed and approved such the Lease and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) Lender Administrative Agent shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Administrative Agent shall have received a certificate from Borrower stating either that such tenant improvement payment is required to be paid to the tenant under its Lease or, otherwise, (A) stating stating, to Borrower’s knowledge, that all tenant improvements at the items Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and (C) identifying the scope local laws, rules and regulations, such certificate to be accompanied by a copy of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar monthany license, Borrower shall provide to Lender (i) a list of each Person that supplied materials permit or labors other approval by any Governmental Authority required in connection with the tenant improvement work during the previous calendar monthimprovements, (iiB) identifying each Person that, to Borrower’s knowledge, supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers from each general contractor and any other contractor performing work under a direct contract with Borrower (and, to the extent the same are received by Borrower, lien waivers from any subcontractor) for all completed any work at above Two Hundred Thousand and No/100 Dollars ($200,000) (which lien waivers may be conditioned on payment from the Individual Continental Propertyrequested disbursement), (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Administrative Agent; (ivvi) at LenderAdministrative Agent’s option, if the cost of any individual tenant improvement exceeds Five Hundred Thousand and No/100 Dollars ($250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000500,000), a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Administrative Agent; and (vii) Administrative Agent shall have received such other than Permitted Encumbrancesevidence as Administrative Agent shall reasonably request that the tenant improvements at the Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender Administrative Agent shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On Borrower shall deposit with Lender on the date hereof $28,979.75 and on each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer Date the sum of $28,979.75 (the “Leasing Reserve AccountMonthly Deposit”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten five (105) days Business Days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such the Lease in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) Lender shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal RequirementsApplicable Law, and such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvement work during improvements to be funded by the previous calendar monthrequested disbursement, (iiC) the leasing commission is due and payable to the applicable leasing agent/broker and (D) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers for all completed work at the Individual Continental Property, (iiiwith respect to tenant improvements costing over $750,000.00) invoices and/or or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Lender; (ivvi) at Lender’s option, if the cost of any individual tenant improvement improvements exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000750,000.00, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Xxxxxx; and (vii) Lender shall have received such other than Permitted Encumbrancesevidence as Lender shall reasonably request that the tenant improvements at the Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable) and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On Borrowers shall deposit with Lender on the date hereof $800,000 and on each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer Date the sum of $77,228 (the “Leasing Reserve AccountMonthly Deposit”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant hereof; provided, however, Borrower’s obligation to this Agreement. In addition, Borrower shall deposit in pay the Leasing Reserve Account, Monthly Deposit shall be suspended as to any early termination fee Monthly Payment Date on which the current amount of Replacement Reserve Funds is $2,100,000 or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereofmore. Amounts deposited pursuant to this Section 8.3 8.5 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i)Provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request to Borrowers for payment to Lender at least Qualified Leasing Expenses, within ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide delivery by Borrowers to Lender of a request therefor (i) a list but not more often than once per month), in increments of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than least the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding , accompanied by the foregoingfollowing items (which items shall be in form and substance satisfactory to Lender) and in no event in an amount greater than the Maximum Leasing Reserve Disbursement Amount for the Lease in question: (i) an Officer’s Certificate (A) stating that all Qualified Leasing Expenses at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all Applicable Law, (B) identifying each Person that supplied materials or labor in connection with the Qualified Leasing Expenses to be funded by the requested disbursement, (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (D) stating that the Qualified Leasing Expenses to be funded have not been the subject of a previous disbursement, and (E) stating that all previous disbursements for Qualified Leasing Expenses have been used to pay the previously identified Qualified Leasing Expenses, (ii) as to any completed Qualified Leasing Expenses, a copy of any license, permit or other approval by any Governmental Authority required, if any, in connection with Borrower’s sale the Qualified Leasing Expenses and not previously delivered to Lender, (iii) copies of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work appropriate lien waivers (or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreementconditional lien waivers) or other similar fees incurred evidence of payment satisfactory to Lender, (iv) at Lender’s option, if the cost of any individual Qualified Leasing Expense exceeds 250,000, a title search for the Property indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Manager Lender, and (v) such other evidence as opposed Lender shall reasonably request to another third party broker) pursuant to demonstrate that the Management Agreement. (c) Any amounts remaining in the Qualified Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender Expenses to be applied in accordance with funded by the Mezzanine Loan Agreement, requested disbursement have been completed (or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions completed to the extent that amounts therefor have been reserved of the requested payment) and are paid for in the Unfunded Obligations Reserve Accountor will be paid upon such disbursement to Borrowers.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit (or cause to be deposited) into an Eligible Account held by Lender or Servicer (the “Leasing Reserve Account”) an amount equal to on each Monthly Payment Date occurring on and after the occurrence and during the continuance of a Trigger Period, the sum of $232,555 (the “Leasing Reserve Monthly Deposit Deposit”) for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreementcommissions. In addition, Borrower shall deposit in into the Leasing Reserve Account, any early Account all lease termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property fees required to Borrower be deposited with Lender pursuant to Section 4.14(d) hereof(“Lease Termination Deposits”). Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject at Lender’s approval pursuant to the terms of this Agreementrequest, Lender shall have reviewed and approved such the Lease and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) at Lender’s request, Lender shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items applicable Individual Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement; (vi) with respect to any request for payment relating to tenant improvement work during costs in excess of the previous calendar monthReserve Threshold, such request is accompanied by (iiX) lien waivers for all completed (except that lien waivers from subcontractors who have performed work at in the Individual Continental Property, (iiiamount of $250,000 or less shall not be required) invoices and/or or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; and (ivY) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable such Individual Continental Property is free from all liens, claims and other encumbrances liens not previously approved by Lender (other than Permitted Encumbrances); and (vii) with respect to any request for payment relating to tenant improvement costs in excess of the Reserve Threshold, Lender shall have received such other evidence as Lender shall reasonably request that the tenant improvements at the applicable Individual Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Following satisfaction of the conditions set forth in this Section 8.3(b), Lender shall endeavor to disburse the applicable Leasing Reserve Funds to Borrower within five (5) Business Days thereafter, provided that Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant anything to the terms of this Agreementcontrary contained herein, Lender acknowledges that Borrower Lease Termination Deposits may request only be used for tenant improvements and Lender shall disburse a portion leasing commissions related to the Individual Property and space for which such payments were received until such time as such space has been released at which point they may be used for tenant improvements and leasing commissions as any Property. Upon the cure of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase Trigger Period and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contraryprovided that no other Trigger Period shall then exist, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions shall be disbursed to the extent that amounts therefor have been reserved for in Restricted Account on the Unfunded Obligations Reserve Accountnext Monthly Payment Date.

Leasing Reserve Funds. (a) On Borrower shall deposit with Lender on each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer Date the sum of $8,803 (the “Leasing Reserve AccountMonthly Deposit”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 8.5 are referred to herein as the “Leasing Reserve Funds”. All Leasing Reserve Funds shall be held by Lender or Servicer in an Eligible Account (the “Leasing Reserve Account”) which, during the continuation of a Cash Trap Event Period, may be a sub-account of the Cash Management Account. (b) Subject to Section 8.14(i)Provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction to Borrower for Qualified Leasing Expenses, within fifteen (15) Business Days after the delivery by Borrower to Lender of each of the following conditions: (i) Borrower shall submit a request for payment to Lender therefor (but not more often than once per month), in increments of at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding , accompanied by the foregoingfollowing items (which items shall be in form and substance satisfactory to Lender): (i) an Officer’s Certificate (A) stating that all Qualified Leasing Expenses at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all Applicable Law, (B) identifying each Person that supplied materials or labor in connection with the Qualified Leasing Expenses to be funded by the requested disbursement, (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (D) stating that the Qualified Leasing Expenses to be funded have not been the subject of a previous disbursement, and (E) stating that all previous disbursements for Qualified Leasing Expenses have been used to pay the previously identified Qualified Leasing Expenses, (ii) as to any completed Qualified Leasing Expenses, a copy of any license, permit or other approval by any Governmental Authority required, if any, in connection with Borrowerthe Qualified Leasing Expenses and not previously delivered to Lender, (iii) copies of appropriate lien waivers or conditional lien waivers (except in the case of disbursements or reimbursements for leasing or brokerage commissions), or other evidence of payment satisfactory to Lender, (iv) at Lender’s sale option if the cost of any Individual Continental Qualified Leasing Expense exceeds $50,000, a title search for the Property pursuant indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (v) if required by Lender, an estoppel certificate from the applicable Tenant in form and substance reasonably acceptable to Lender and (vi) such other evidence as Lender shall reasonably request to demonstrate that the Qualified Leasing Expenses to be funded by the requested disbursement have been completed (or completed to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion extent of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase requested payment) and sale agreement are paid for such Individual Continental Property for post-closing work or leasing commissions responsible to will be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, upon such disbursement to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On Commencing on the Monthly Payment Date occurring in September, 2020 Borrower shall deposit with Lender on each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer Date the sum of $119,357.08 (the “Leasing Reserve AccountMonthly Deposit”) an amount equal to the Leasing Reserve Monthly Deposit ), for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereofthereof. Amounts deposited pursuant to this Section 8.3 8.5 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i)Provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by to Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least Qualified Leasing Expenses, within ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, delivery by Borrower shall provide to Lender of a request therefor (i) a list but not more often than once per month), in increments of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than least the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding , accompanied by the foregoingfollowing items (which items shall be in form and substance satisfactory to Lender): (i) an Officer’s Certificate (A) stating that all Qualified Leasing Expenses at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all Applicable Law, (B) identifying each Person, if any, that supplied materials or labor in connection with the Qualified Leasing Expenses to be funded by the requested disbursement, (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (D) stating that the Qualified Leasing Expenses to be funded have not been the subject of a previous disbursement, (E) stating that all previous disbursements for Qualified Leasing Expenses have been used to pay the previously identified Qualified Leasing Expenses and (F) stating that any license, permit or other approval required by any Governmental Authority, if any, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this AgreementQualified Leasing Expenses has been obtained, Lender acknowledges that Borrower may request and Lender shall disburse a portion (ii) if the cost of the applicable Qualified Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work Expense exceeds $100,000.00, copies of appropriate lien waivers (or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreementconditional lien waivers) or other similar fees incurred evidence of payment satisfactory to Lender, (iii) at Lender’s option, if the cost of the applicable Qualified Leasing Expense exceeds $100,000.00, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Manager Lender, and (iv) such other evidence as opposed Lender shall reasonably request to another third party broker) pursuant demonstrate that the Qualified Leasing Expenses to be funded by the requested disbursement have been completed (or completed to the Management Agreement. (cextent of the requested payment) Any amounts remaining in the Leasing Reserve Fund after the Debt has been and are paid in full, shall for or will be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, upon such disbursement to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On each Monthly Payment DateDuring a Trigger Period, Borrower shall deposit into an Eligible Account held by Lender Administrative Agent or Servicer (the “Leasing Reserve Account”) an amount equal to (i) on each Monthly Payment Date the sum of $146,485.42 (the “Leasing Reserve Monthly Deposit Deposit”) for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, and (ii) any early termination fee or payment or other termination fee or payment Lease Termination Payment paid by any Tenant under a Major at Property but only to the extent that such Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereofTermination Payment paid by such Tenant exceeds Five Hundred Thousand and No/100 Dollars ($500,000.00). Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender Administrative Agent shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender Administrative Agent at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender Administrative Agent and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender Administrative Agent shall have reviewed and approved such the Lease and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) Lender Administrative Agent shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Administrative Agent shall have received a certificate from Borrower stating either that such tenant improvement payment is required to be paid to the tenant under its Lease or, otherwise, (A) stating stating, to Borrower’s knowledge, that all tenant improvements at the items Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed (or completed to the extent of the requested disbursement) in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and (C) identifying the scope local laws, rules and regulations, such certificate to be accompanied by a copy of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar monthany license, Borrower shall provide to Lender (i) a list of each Person that supplied materials permit or labors other approval by any Governmental Authority required in connection with the tenant improvement work during the previous calendar monthimprovements, (iiB) identifying each Person that, to Borrower’s knowledge, supplied materials or labor in connection with the tenant improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers from each general contractor and any other contractor performing work under a direct contract with Borrower (and, to the extent the same are received by Borrower, lien waivers from any subcontractor) for all completed any work at above Two Hundred Thousand and No/100 Dollars ($200,000) (which lien waivers may be conditioned on payment from the Individual Continental Propertyrequested disbursement), (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Administrative Agent; (ivvi) at LenderAdministrative Agent’s option, if the cost of any individual tenant improvement exceeds Five Hundred Thousand and No/100 Dollars ($250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000500,000), a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Administrative Agent; and (vii) Administrative Agent shall have received such other than Permitted Encumbrancesevidence as Administrative Agent shall reasonably request that the tenant improvements at the Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender Administrative Agent shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On Borrower shall deposit with Lender on the date hereof $0 and on each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer Date the sum of $0 (the “Leasing Reserve AccountMonthly Deposit”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 8.5 are referred to herein as the “Leasing Reserve Funds”. All Leasing Reserve Funds shall be held by Lender or Servicer in an Eligible Account (the “Leasing Reserve Account”). (b) Subject to Section 8.14(i)Provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by to Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least Qualified Leasing Expenses, within ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, delivery by Borrower shall provide to Lender of a request therefor (i) a list but not more often than once per month), in increments of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than least the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding , accompanied by the foregoingfollowing items (which items shall be in form and substance satisfactory to Lender): (i) an Officer’s Certificate (A) stating that all Qualified Leasing Expenses at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all Applicable Law, (B) identifying each Person that supplied materials or labor in connection with the Qualified Leasing Expenses to be funded by the requested disbursement, (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (D) stating that the Qualified Leasing Expenses to be funded have not been the subject of a previous disbursement, and (E) stating that all previous disbursements for Qualified Leasing Expenses have been used to pay the previously identified Qualified Leasing Expenses, (ii) as to any completed Qualified Leasing Expenses, a copy of any license, permit or other approval by any Governmental Authority required, if any, in connection with Borrower’s sale the Qualified Leasing Expenses and not previously delivered to Lender, (iii) copies of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work appropriate lien waivers (or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreementconditional lien waivers) or other similar fees incurred evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Manager Lender, (v) if required by Lender, an estoppel certificate from the applicable Tenant in form and substance reasonably acceptable to Lender and (vi) such other evidence as opposed Lender shall reasonably request to another third party broker) pursuant demonstrate that the Qualified Leasing Expenses to be funded by the requested disbursement have been completed (or completed to the Management Agreement. (cextent of the requested payment) Any amounts remaining in the Leasing Reserve Fund after the Debt has been and are paid in full, shall for or will be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, upon such disbursement to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a1) On each Monthly Payment the Closing Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “"Leasing Reserve Account”") an amount equal the sum of $0.00. On each Monthly Payment Date, to the extent the funds on deposit therein are less than $1,850,000.00, Borrower shall deposit into the Leasing Reserve Account the sum of $35,092.33 (the "Leasing Reserve Monthly Deposit Deposit") for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “"Leasing Reserve Funds”". (b2) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such the Lease and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) Lender shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and LOAN AGREEMENT – Page 87 41458-110/JANAF Shopping Yard (VA) payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvement work during improvements to be funded by the previous calendar monthrequested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (ii) such certificate to be accompanied by lien waivers for all completed work at the Individual Continental Propertywaivers, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Lender; (ivvi) at Lender’s 's option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000150,000.00, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Lender; and (vii) Lender shall have received such other than Permitted Encumbrancesevidence as Lender shall reasonably request that the tenant improvements at the Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On each Monthly Payment DateSubject to Subsection 8.5(c) below, Borrower shall deposit into an Eligible Account held by with Lender or Servicer on each Monthly Payment Date the sum of $57,090.75 (the “Leasing Reserve AccountMonthly Deposit”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 8.5 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i)Provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by to Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least Qualified Leasing Expenses, within ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, delivery by Borrower shall provide to Lender of a request therefor (i) a list but not more often than once per month), in increments of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than least the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding , accompanied by the foregoingfollowing items (which items shall be in form and substance satisfactory to Lender) and in no event in an amount greater than the Maximum Leasing Reserve Disbursement Amount for the Lease in question: (i) an Officer’s Certificate (A) stating that all Qualified Leasing Expenses at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all Applicable Law, (B) identifying each Person that supplied materials or labor in connection with the Qualified Leasing Expenses to be funded by the requested disbursement, (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (D) stating that the Qualified Leasing Expenses to be funded have not been the subject of a previous disbursement, and (E) stating that all previous disbursements for Qualified Leasing Expenses have been used to pay the previously identified Qualified Leasing Expenses, (ii) as to any completed Qualified Leasing Expenses, a copy of any license, permit or other approval by any Governmental Authority required, if any, in connection with Borrower’s sale the Qualified Leasing Expenses and not previously delivered to Lender, (iii) copies of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work appropriate lien waivers (or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreementconditional lien waivers) or other similar fees incurred evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Manager Lender, and (v) such other evidence as opposed Lender shall reasonably request to another third party broker) pursuant demonstrate that the Qualified Leasing Expenses to be funded by the requested disbursement have been completed (or completed to the Management Agreementextent of the requested payment) and are paid for or will be paid upon such disbursement to Borrower. (c) Any amounts remaining Notwithstanding anything to contrary contained in Subsection 8.5(a) above, so long as the Actual Debt Service Coverage Ratio is not less than the Minimum DSCR, Borrower shall not be required to deposit the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in Monthly Deposits with Lender. In the event the Mezzanine Loan Actual Debt Service Coverage Ratio is outstandingless than the Minimum DSCR, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance Borrower shall Borrower request, nor shall Lender be required to disburse, funds in deposit with Lender the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to Monthly Deposits on each Monthly Payment Date beginning on the extent that amounts therefor have been reserved for in first Monthly Payment Date following the Unfunded Obligations Reserve Accountdate Lender determines the Actual Debt Service Coverage Ratio is less than the Minimum DSCR.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit (or cause to be deposited) into an Eligible Account held by Lender or Servicer (the “Leasing Reserve Account”) an amount equal to on each Monthly Payment Date occurring on and after the occurrence and during the continuance of a Trigger Period, the sum of $117,979 (the “Leasing Reserve Monthly Deposit Deposit”) for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreementcommissions. In addition, addition Borrower shall deposit in into the Leasing Replacement Reserve Account, any early Account all lease termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property fees required to Borrower be deposited with Lender pursuant to Section 4.14(d) hereof(“Lease Termination Deposits”). Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject at Lender’s approval pursuant to the terms of this Agreementrequest, Lender shall have reviewed and approved such the Lease and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) at Lender’s request, Lender shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items applicable Individual Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement; (vi) with respect to any request for payment relating to tenant improvement work during costs in excess of the previous calendar monthReserve Threshold, such request is accompanied by (iiX) lien waivers for all completed (except that lien waivers from subcontractors who have performed work at in the Individual Continental Property, (iiiamount of $250,000 or less shall not be required) invoices and/or or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; and (ivY) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable such Individual Continental Property is free from all liens, claims and other encumbrances liens not previously approved by Lender (other than Permitted Encumbrances); and (vii) with respect to any request for payment relating to tenant improvement costs in excess of the Reserve Threshold, Lender shall have received such other evidence as Lender shall reasonably request that the tenant improvements at the applicable Individual Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Following satisfaction of the conditions set forth in this Section 8.3(b), Lender shall endeavor to disburse the applicable Leasing Reserve Funds to Borrower within five (5) Business Days thereafter, provided that Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant anything to the terms of this Agreementcontrary contained herein, Lender acknowledges that Borrower Lease Termination Deposits may request only be used for tenant improvements and Lender shall disburse a portion leasing commissions related to the Individual Property and space for which such payments were received until such time as such space has been released at which point they may be used for tenant improvements and leasing commissions as any Property. Upon the cure of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase Trigger Period and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contraryprovided that no other Trigger Period shall then exist, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions shall be disbursed to the extent that amounts therefor have been reserved for in Restricted Account on the Unfunded Obligations Reserve Accountnext Monthly Payment Date.

Leasing Reserve Funds. (a) On each Monthly Payment the Closing Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer (the “"Leasing Reserve Account”") an amount equal the sum of $0.00. On each Monthly Payment Date, to the extent the funds on deposit therein are less than $550,000.00, Borrower shall deposit into the Leasing Reserve Account the sum of $12,245.00 (the "Leasing Reserve Monthly Deposit Deposit") for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “"Leasing Reserve Funds”". (b) Subject to Section 8.14(i), Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such the Lease and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions; (iv) Lender shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the LOAN AGREEMENT – Page 89 41458-112/Patuxent Crossing (MD) and Coliseum Marketplace (VA) requested disbursement will be used to pay all or a portion of such costs and payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvement work during improvements to be funded by the previous calendar monthrequested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, (ii) such certificate to be accompanied by lien waivers for all completed work at the Individual Continental Propertywaivers, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Lender; (ivvi) at Lender’s 's option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000150,000.00, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Lender; and (vii) Lender shall have received such other than Permitted Encumbrancesevidence as Lender shall reasonably request that the tenant improvements at the Property and/or leasing commissions to be funded by the requested disbursement have been completed (to the extent applicable), are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit (to the extent not deposited pursuant to Section 9.3(g) hereof) into an Eligible Account held by Lender or Servicer Cash Management Bank (the “Leasing Reserve Account”) an amount equal to on each Monthly Payment Date following the occurrence and during the continuance of a Trigger Period the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, (but not including any early termination fee tenant improvements or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower leasing commissions already reserved for pursuant to Section 4.14(d) 8.8 hereof). Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. (b) Subject to Section 8.14(i), Lender shall disburse cause the disbursement to Borrower of the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or and leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, ; (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such the Lease (to the extent that Lender’s approval is required under the provisions of this Agreement) and related leasing commissions in respect of which Borrower is obligated to pay or reimburse certain tenant improvement costs and leasing commissions, which approval shall not be unreasonably withheld, conditioned or delayed; (iv) Lender shall have received and approved a budget for tenant improvement costs and a schedule of leasing commissions payments and the requested disbursement will be used to pay all or a portion of such costs and payments; (v) Lender shall have received a certificate from Borrower (A) stating that all tenant improvements at the items applicable Individual Property to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed (or, for ongoing work, are in a the process of being completed) in good and workmanlike manner and in accordance with all applicable Legal Requirementsfederal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval, if any, by any Governmental Authority required in connection with the tenant improvements, (CB) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors labor in connection with the tenant improvement improvements to be funded by the requested disbursement and (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement (or for ongoing work, such Person has been or will be paid upon such disbursement for the work during the previous calendar monthidentified in such certificate from Borrower with respect to such disbursement), (ii) such certificate to be accompanied by lien waivers for all completed work at the Individual Continental Propertywaivers, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000Lender; (ivvi) at Lender’s option, if (A) the Allocated Loan Amount of the Individual Property to which such individual tenant improvement relates is less than $5,000,000 and the cost of any such individual tenant improvement exceeds $250,000, a report satisfactory 25,000 or (B) the Allocated Loan Amount of the Individual Property to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of which such architect’s or engineer’s inspection of such individual tenant improvement relates is equal to or greater than $5,000,000 and (v) at Lender’s option, if the cost of any the individual tenant improvement exceeds $250,000100,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances not previously approved by Lender; and (vii) Lender shall have received such other than Permitted Encumbrancesevidence as Lender shall reasonably request that the tenant improvements at the applicable Individual Property to be funded by the requested disbursement have been completed (to the extent applicable) and/or leasing commissions to be funded by the requested disbursement are due and payable and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice once each calendar month nor in an amount less than the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts Provided no Event of Default has occurred and is continuing, Lender shall cause any Leasing Reserve Funds remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall Account to be returned disbursed to Borrower provided that no Trigger Period pursuant to any of clauses (xA)(i) through (iv) in the event the Mezzanine Loan definition thereof is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrowercontinuing. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (a) On each Monthly Payment Date, Borrower shall deposit into an Eligible Account held by Lender or Servicer Administrative Agent, for the benefit of Lenders (the “Leasing Reserve Account”) an amount equal to on each Monthly Payment Date occurring after the occurrence of a Downgrade Trigger, the sum of $300,000.00 (the “Leasing Reserve Monthly Deposit”) until such time as the balance in the Leasing Reserve Monthly Deposit Account equals the then current annual rent of Microsoft pursuant to the Microsoft Lease (the “Leasing Reserve Cap”) whereupon (provided no Event of Default has then occurred and is continuing) further deposits shall be suspended. Deposits into the Leasing Reserve Account shall be for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 are referred to herein as the “Leasing Reserve Funds”. So long as no Event of Default exists, Administrative Agent shall disburse funds from the Leasing Reserve Account to Borrower monthly, on a space by space basis. The portion of the Leasing Reserve Funds to be disbursed with respect to any space shall be equal to the lesser of (i) the actual costs incurred for tenant improvements, leasing commissions and other leasing costs for such space pursuant to evidence as required by Section 8.3(c) hereof, and (ii) an amount determined by multiplying (x) the total number of rentable square feet contained in such space by (y) the average per square foot base rent paid by Microsoft immediately preceding the termination or expiration of the Microsoft Lease, calculated based on the total square footage of space occupied by Microsoft and the total annual aggregate base rent. Administrative Agent shall disburse funds from the Leasing Reserve Funds for any space in accordance with Section 8.3(c) hereof. (b) Subject With respect to Section 8.14(i)the Leasing Reserve Funds, Lender Administrative Agent shall disburse funds to Borrower only upon Administrative Agent’s receipt and approval of each of the following items with respect to the applicable space, which Borrower agrees are reasonable: (i) Borrower’s written request for such disbursement, including the name of the tenant and the location and total net rentable square feet contained in the applicable space; (ii) a complete copy of a fully executed new lease of the applicable space or a renewal or extension of the current lease of such space for a term of not less than five (5) years at market rent, certified by Borrower to be such; (iii) with respect to any disbursement which, when added to all prior disbursements, equals ninety-five percent (95%) or less of the Leasing Reserve Funds allocated to such space: (A) the Cost Breakdown of the Work; (B) a certification of an authorized officer of Borrower that: (1) the Cost Breakdown is accurate and all Work shown in the Cost Breakdown has been completed lien-free, in a workmanlike manner and in accordance with the requirements of the Lease and all applicable laws; (2) Borrower has actually paid or incurred the Leasing Costs to be paid or reimbursed from the disbursement; and (3) the Leasing Costs to be paid or reimbursed from the disbursement are not in excess of the market-rates for these items; (C) paid receipts with respect to all prior advances evidencing that the Work for which a prior advance has been made has been fully paid; (D) lien waivers with respect to all prior advances evidencing that such Work has been paid for with such prior advances and has been completed lien free; (E) [Intentionally omitted]; and (F) if reasonably required by Administrative Agent, such other evidence as may be reasonably necessary to verify the current accuracy of the certification and any inspection report, the costs of which shall be paid by Borrower; (iv) with respect to any disbursement which, when added to all prior disbursements, equals more than ninety-five percent (95%) of the original Reserve Funds allowed to such space the following additional items shall be required: (A) a current estoppel certificate executed by the tenant of the space which shall include, without limitation, their acknowledgment that: (1) the Lease is in full force and effect and neither Borrower nor the tenant is in default thereunder; (2) all Work required under the Lease have been satisfactorily completed and all tenant allowances required to be paid under the Lease have been paid in full and the tenant claims no offset rights or rent credits with respect to such Work; (3) all conditions to the tenant’s occupancy of the space and the payment of rent have been satisfied; (4) the tenant is in actual occupancy of and conducting business in the space; and (5) the tenant is paying unabated rent without any offset rights or rent credits; (B) if reasonably required by Administrative Agent, such other evidence as may be necessary to verify the current accuracy of the estoppel certificate, the costs of which shall be paid by Borrower; and (C) Borrower shall complete the lien-free performance or installation of the Work in a workmanlike manner and in accordance with all applicable laws, ordinances, rules and regulations. (c) Notwithstanding the foregoing or anything herein to the contrary, Administrative Agent shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior Business Days following delivery to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event Administrative Agent of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide to Lender (i) a list of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment the occurrence of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s optionthe Downgrade Cure, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender whereupon no further Leasing Reserve Monthly Deposits shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than the Minimum Disbursement Amount hereunder (or unless a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account Downgrade Trigger shall be madethereafter occur). Notwithstanding the foregoing, in connection with Borrower’s sale of any Individual Continental Property pursuant to the terms of this Agreement, Lender acknowledges that Borrower may request and Lender shall disburse a portion of the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during a Trigger Period, no Leasing Reserve Funds shall be disbursed to Manager for any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management Agreement. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.

Leasing Reserve Funds. (ai) On Subject to subsection 8.5(c) below, Borrowers shall deposit with Lender on each Monthly Payment Date, Borrower shall deposit into Date an Eligible Account held by Lender or Servicer amount equal to $52,645.00 (the “Leasing Reserve AccountMonthly Deposit”) an amount equal to the Leasing Reserve Monthly Deposit for tenant improvements and leasing commissions related to each Individual Continental Property that may be incurred following the date hereof in accordance with Leases entered into pursuant to this Agreement. In addition, Borrower shall deposit in the Leasing Reserve Account, any early termination fee or payment or other termination fee or payment paid by any Tenant under a Major Lease at an Individual Continental Property to Borrower pursuant to Section 4.14(d) hereof. Amounts deposited pursuant to this Section 8.3 8.5 are referred to herein as the “Leasing Reserve Funds”. (bj) Subject to Section 8.14(i)Provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower the Leasing Reserve Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request to Borrowers for payment to Lender at least Qualified Leasing Expenses, within ten (10) days prior to the date on which Borrower requests such payment be made and specifies the tenant improvement costs or leasing commissions to be paid; (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) to the extent such Lease is subject Lender’s approval pursuant to the terms of this Agreement, Lender shall have reviewed and approved such Lease (iv) Lender shall have received a certificate from Borrower (A) stating that the items to be funded by the requested disbursement are tenant improvements or leasing commissions at an Individual Continental Property, (B) stating that all tenant improvements at the applicable Individual Continental Property theretofore completed have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, and (C) identifying the scope of work and cost estimates for such tenant improvements. Within thirty (30) days after the end of each calendar month, Borrower shall provide delivery by Borrowers to Lender of a request therefor (i) a list but not more often than once per month), in increments of each Person that supplied materials or labors in connection with the tenant improvement work during the previous calendar month, (ii) lien waivers for all completed work at the Individual Continental Property, (iii) invoices and/or other evidence of payment of amounts owing reasonably satisfactory to Lender for payments in excess of $250,000; (iv) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect’s or engineer’s inspection of such tenant improvement and (v) at Lender’s option, if the cost of any individual tenant improvement exceeds $250,000, a title search for the applicable Individual Continental Property indicating that the applicable Individual Continental Property is free from all liens, claims and other encumbrances other than Permitted Encumbrances. Lender shall not be required to disburse Leasing Reserve Funds more frequently than twice each calendar month nor in an amount less than least the Minimum Disbursement Amount (or a lesser amount if the total amount of Leasing Reserve Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made). Notwithstanding , accompanied by the foregoingfollowing items (which items shall be in form and substance satisfactory to Lender) and in no event in an amount greater than the Maximum Leasing Reserve Disbursement Amount for the Lease in question: (i) an Officer’s Certificate (A) stating that all Qualified Leasing Expenses at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all Applicable Law, (B) identifying each Person that supplied materials or labor in connection with the Qualified Leasing Expenses to be funded by the requested disbursement, (C) stating that each such Person has been paid in full or will be paid in full upon such disbursement, or if such payment is a progress payment, that such payment represents full payment to such Person, less any applicable retention amount, for work completed through the date of the relevant invoice from such Person, (D) stating that the Qualified Leasing Expenses to be funded have not been the subject of a previous disbursement, and (E) stating that all previous disbursements for Qualified Leasing Expenses have been used to pay the previously identified Qualified Leasing Expenses, (ii) as to any completed Qualified Leasing Expenses, a copy of any license, permit or other approval by any Governmental Authority required, if any, in connection with Borrowerthe Qualified Leasing Expenses and not previously delivered to Lender, (iii) copies of appropriate lien waivers (or conditional lien waivers) or other evidence of payment satisfactory to Lender, (iv) at Lender’s sale of any Individual Continental option, if the requested disbursement is greater than $250,000, a title search for the Property pursuant indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, and (v) such other evidence as Lender shall reasonably request to demonstrate that the Qualified Leasing Expenses to be funded by the requested disbursement have been completed (or completed to the terms extent of this Agreementthe requested payment) and are paid for or will be paid upon such disbursement to Borrowers. (k) Notwithstanding anything to contrary contained in subsection 8.5(a) above, Lender acknowledges that Borrower may request and Lender Borrowers shall disburse a portion of only be required to deposit the Leasing Reserve Funds to fund any tenant improvement/ leasing reserves required under Monthly Deposit with Lender on each Monthly Payment Date during the applicable purchase and sale agreement for such Individual Continental Property for post-closing work or leasing commissions responsible to be paid by Borrower. Notwithstanding anything contained herein to the contrary, during continuance of a Trigger Cash Trap Event Period, no Leasing Reserve Funds shall be disbursed to Manager for beginning on the first Monthly Payment Date following the first day of any “Leasing Commissions” (as defined in the Management Agreement) or other similar fees incurred by Manager (as opposed to another third party broker) pursuant to the Management AgreementCash Trap Event Period. (c) Any amounts remaining in the Leasing Reserve Fund after the Debt has been paid in full, shall be returned (x) in the event the Mezzanine Loan is outstanding, to Mezzanine Lender to be applied in accordance with the Mezzanine Loan Agreement, or (y) in the event that the Mezzanine Loan is paid in full, to Borrower. (d) In no instance shall Borrower request, nor shall Lender be required to disburse, funds in the Leasing Reserve Account with respect to any tenant improvement costs and/or leasing commissions to the extent that amounts therefor have been reserved for in the Unfunded Obligations Reserve Account.