Common use of Rollover Reserve Clause in Contracts

Rollover Reserve. (a) As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a rollover reserve (the “Rollover Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the payment of tenant improvements (“Tenant Improvements”) and leasing commissions (“Leasing Commissions”) with respect to the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing on the first Payment Date under the Note and continuing on each Payment Date thereafter, Mortgagor shall pay to Mortgagee, in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit to the Rollover Reserve in an amount (the “Monthly Rollover Deposit”) equal to $7,269.42 per month until such time as the amount on deposit in the Rollover Reserve is equal to (a) prior to January 1, 2009, $200,000 (the “Initial Rollover Reserve Threshold”) or (b) on and after January 1, 2009, $400,000 (the “Increased Rollover Reserve Threshold”, and together with the Initial Rollover Reserve Threshold, the “Rollover Reserve Threshold”). In the event that the amount on deposit in the Rollover Reserve satisfies the applicable Rollover Reserve Threshold, but thereafter such amount on deposit in the Rollover Reserve falls below such Rollover Reserve Threshold, Borrower shall re-commence its payment of the Monthly Rollover Deposit until such time as the amount on deposit in the Rollover Reserve once again satisfies the applicable Rollover Reserve Threshold. Funds on deposit in the Rollover Reserve shall be held in interest bearing accounts of the type customarily maintained by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee for the benefit of Mortgagor and shall be added to the balance of the Rollover Reserve.

Rollover Reserve. (a) As additional security for On the Debtdate hereof, Mortgagor Borrower shall establish and maintain at all times while this Mortgage continues in effect pay into a rollover reserve (the “Rollover Reserve”) with Mortgagee for payment the sum of costs and expenses incurred by Mortgagor in connection with $170,000.00. Thereafter, Borrower shall pay to Lender into the payment Rollover Reserve the sum of tenant improvements (“Tenant Improvements”) and leasing commissions (“Leasing Commissions”) with respect to the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing on the first Payment Date under the Note and continuing $8,333.33 on each Payment Date thereafterDate, Mortgagor provided, however, that Borrower shall pay not be required to Mortgagee, in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit make deposits to the Rollover Reserve in an amount (any month to the “Monthly extent that, after deducting therefrom any pending requests for disbursements from the Rollover Deposit”) equal to $7,269.42 per month until Reserve, such time as deposit would increase the amount on deposit balance in the Rollover Reserve is equal above $620,000.00. Borrower shall also pay to (a) prior to January 1, 2009, $200,000 (Lender for transfer into the “Initial Rollover Reserve Threshold”) or (b) on and after January 1, 2009, $400,000 (the “Increased Rollover Reserve Threshold”, and together all payments received from tenants in connection with the Initial Rollover Reserve Thresholdearly termination or cancellation of any Leases, the “Rollover Reserve Threshold”)including fees, penalties and commissions. In the event If Lender determines in its reasonable judgment that the amount on deposit funds in the Rollover Reserve satisfies will be insufficient to pay (or in excess of) the applicable amounts due or to become due for Approved Leasing Expenses (as hereinafter defined), Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve ThresholdReserve. Provided that no Event of Default has occurred and is continuing, but thereafter such amount on deposit Lender shall disburse funds held in the Rollover Reserve falls below to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such Rollover Reserve Threshold, Borrower disbursement is for an Approved Leasing Expense relating to the Cellco Replacement Event (as defined below); (ii) Lender shall re-commence its payment have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense relating to the Cellco Replacement Event; and (iii) the request for disbursement is accompanied by (A) an officer’s certificate from an authorized officer of the Monthly Rollover Deposit until Borrower certifying (v) that such time funds will be used only to pay (or reimburse Borrower for) such Approved Leasing Expenses and a description thereof, (w) that all outstanding trade payables (other than those to be paid from the requested disbursement) have been paid in full, (x) that the same has not been the subject of a previous disbursement, (y) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses and (z) that any construction work associated with such Approved Leasing Expenses relating to the Cellco Replacement Event has been completed in a good and workmanlike manner and in accordance with all applicable legal requirements, (B) reasonably detailed supporting documentation as to the amount on deposit amount, necessity and purpose therefor, (C) copies of appropriate lien waivers or other evidence of payment satisfactory to Lender in connection with any construction work associated with such Approved Leasing Expenses and (D) at Lender’s option, a title search for the Property indicating that it is free from all liens not previously approved by Lender. Any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses. For the purposes hereof an “Approved Leasing Expense” shall mean the actual out-of-pocket expenses incurred by Borrower and payable to third parties that are not affiliates of Borrower or any Indemnitor in leasing space at the Premises pursuant to Leases entered into in accordance with the Loan Documents, including brokerage commissions and tenant improvements, which expenses (i) are (A) specifically approved by Lender in connection with approving the applicable Lease, (B) incurred in the Rollover Reserve once again satisfies ordinary course of business and on market terms and conditions in connection with Leases which do not require Lender’s approval under the applicable Rollover Reserve Threshold. Funds on deposit in the Rollover Reserve shall be held in interest bearing accounts of the type customarily maintained by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee for the benefit of Mortgagor and shall be added to the balance of the Rollover Reserve.Loan Documents, or

Rollover Reserve. (a) As additional security If as of October 15, 2010, the T-Mobile Lease has not been renewed or a new lease entered into with the existing tenant, or a new lease entered into with a new tenant for the Debtentire T-Mobile Property, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a rollover reserve (the “Rollover Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the payment of tenant improvements (“Tenant Improvements”) and leasing commissions (“Leasing Commissions”) with respect which renewal or new leases are subject to the Mortgaged Property and the cost to Mortgagor approval of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Lender as provided in Section 5.5 5.9 of this Mortgage. Commencing Agreement, commencing on the first next occurring Payment Date under the Note and continuing on each Payment Date thereafter, Mortgagor all Excess Cash Flow from all of the Properties shall pay be paid to MortgageeLender, in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, transferred by Lender into a deposit to the Rollover Reserve in an amount Subaccount (the “Monthly T-Mobile Rollover DepositReserve Subaccount”) equal up to a maximum amount of $7,269.42 per month until such time as 1,500,000 (the amount on deposit “T-Mobile Rollover Reserve Cap”). Once the T-Mobile Rollover Reserve Cap has been met, and the entire T-Mobile Property has been re-let pursuant to an approved Lease or Leases, the funds in the T-Mobile Rollover Reserve Subaccount will be available for Approved Leasing Expenses for the T-Mobile Property with respect to the T-Mobile Property. Borrower shall also pay to Lender for transfer into the T-Mobile Rollover Reserve Subaccount all payments received from the tenant at the T-Mobile Property in connection with the early termination or cancellation of the T-Mobile Leases, including fees, penalties and commissions. Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Rollover Reserve Subaccount to Borrower within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such disbursement is equal for an Approved Leasing Expense for the T-Mobile Property; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense for the T-Mobile Property; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (v) that such funds will be used only to pay (aor reimburse Borrower for) prior Approved Leasing Expenses for the T-Mobile Property and a description thereof, (w) that all outstanding trade payables (other than those to January 1be paid from the requested disbursement or those constituting Permitted Indebtedness) are being paid as agreed, 2009(x) that the same has not been the subject of a previous disbursement, $200,000 (y) that all previous disbursements have been used only to pay (or reimburse Borrower for) the “Initial Rollover Reserve Threshold”previously identified Approved Leasing Expenses for the T-Mobile Property and (z) that any construction work associated with such Approved Leasing Expenses for the T-Mobile Property has been completed in a good and workmanlike manner and in material compliance with all applicable Legal Requirements, (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefore, (C) copies of appropriate Lien waivers or (b) on and after January 1, 2009, $400,000 (other evidence of payment satisfactory to Lender in connection with any construction work associated with such Approved Leasing Expenses for the “Increased Rollover Reserve Threshold”T-Mobile Property, and together with (D) at Lender’s option, a title search for the Initial Rollover Reserve Threshold, the “Rollover Reserve Threshold”)Property indicating that it is free from all Liens not previously approved by Lender. In the event that the amount on deposit in the Rollover Reserve satisfies the applicable Rollover Reserve Threshold, but thereafter such amount on deposit in the Rollover Reserve falls below such Rollover Reserve Threshold, Borrower shall re-commence its be entitled to request payment (rather than reimbursement) of the Monthly Rollover Deposit until such time as the amount on deposit in the Rollover Reserve once again satisfies the applicable Rollover Reserve Threshold. Funds on deposit in the Rollover Reserve shall be held in interest bearing accounts of the type customarily maintained by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee Approved Leasing Expenses for the benefit T-Mobile Property, however, any such disbursement of Mortgagor more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses for the T-Mobile Property may, at Lender’s option, be made by joint check payable to Borrower and shall be added to the balance payee of such Approved Leasing Expenses for the Rollover ReserveT-Mobile Property.

Rollover Reserve. (a) As additional security for the Debt, Mortgagor Borrower shall establish and maintain at all times while this Mortgage continues in effect a rollover reserve pay to Lender $11,740.00 on each Payment Date (the “Rollover Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the payment of tenant improvements (“Tenant Improvements”) and leasing commissions (“Leasing Commissions”) with respect provided, however, that Borrower shall not be required to the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing on the first Payment Date under the Note and continuing on each Payment Date thereafter, Mortgagor shall pay to Mortgagee, in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit make deposits to the Rollover Reserve in an amount (any month to the “Monthly extent that, after deducting therefrom any pending requests for disbursements from the Rollover Deposit”) equal to $7,269.42 per month until Reserve, such time as deposit would increase the amount on deposit balance in the Rollover Reserve is equal above $1,127,040.00. Borrower shall also pay to (a) prior to January 1, 2009, $200,000 (Lender for transfer into the “Initial Rollover Reserve Threshold”) or (b) on and after January 1, 2009, $400,000 (the “Increased Rollover Reserve Threshold”, and together all payments received from tenants in connection with the Initial Rollover Reserve Thresholdearly termination or cancellation of any Leases, the “Rollover Reserve Threshold”)including fees, penalties and commissions. In the event If Lender determines in its reasonable judgment that the amount on deposit funds in the Rollover Reserve satisfies will be insufficient to pay (or in excess of) the applicable amounts due or to become due for Approved Leasing Expenses (as hereinafter defined), Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve ThresholdReserve. Provided that no Event of Default has occurred and is continuing, but thereafter such amount on deposit Lender shall disburse funds held in the Rollover Reserve falls below to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such Rollover Reserve Threshold, Borrower disbursement is for an Approved Leasing Expense; (ii) Lender shall re-commence its payment have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense; and (iii) the request for disbursement is accompanied by (A) an officer’s certificate from an authorized officer of the Monthly Rollover Deposit until Borrower certifying (v) that such time funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (w) that all outstanding trade payables (other than those to be paid from the requested disbursement) have been paid in full, (x) that the same has not been the subject of a previous disbursement, (y) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses and (z) that any construction work associated with such Approved Leasing Expenses has been completed in a good and workmanlike manner and in accordance with all applicable legal requirements, (B) reasonably detailed supporting documentation as to the amount on deposit amount, necessity and purpose therefor, (C) copies of appropriate lien waivers or other evidence of payment satisfactory to Lender in connection with any construction work associated with such Approved Leasing Expenses and (D) at Lender’s option, a title search for the Property indicating that it is free from all liens not previously approved by Lender. Any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses. For the purposes hereof an “Approved Leasing Expense” shall mean the actual out-of-pocket expenses incurred by Borrower and payable to third parties that are not affiliates of Borrower or any Indemnitor in leasing space at the Premises pursuant to Leases entered into in accordance with the Loan Documents, including brokerage commissions and tenant improvements, which expenses (i) are (A) specifically approved by Lender in connection with approving the applicable Lease, (B) incurred in the Rollover Reserve once again satisfies ordinary course of business and on market terms and conditions in connection with Leases which do not require Lender’s approval under the applicable Rollover Reserve Threshold. Funds on deposit in the Rollover Reserve Loan Documents, or (C) otherwise approved by Lender, which approval shall not be held in interest bearing accounts of the type customarily maintained unreasonably withheld or delayed, and (ii) are substantiated by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee for the benefit of Mortgagor executed Lease documents and shall be added to the balance of the Rollover Reservebrokerage agreements.

Rollover Reserve. Borrower shall pay to Lender $4,400,000 on the date hereof (a) As additional security for the Debt“Initial Rollover Deposit”), Mortgagor and Lender shall establish and maintain at all times while this Mortgage continues in effect transfer such funds into a rollover reserve Subaccount (the “Rollover ReserveReserve Subaccount”). Additionally, on each Payment Date commencing on the earlier to occur of (x) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the payment of tenant improvements May 6, 2009 or (“Tenant Improvements”y) and leasing commissions (“Leasing Commissions”) with respect to the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing on the first Payment Date under following the Note and continuing on each Payment Date thereafterdate that the funds constituting the Initial Rollover Deposit have been reduced to $1,000,000, Mortgagor Borrower shall pay to Mortgagee, in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, a Lender (for deposit to into the Rollover Reserve Subaccount) $45,725 (one-twelfth (1/12th) of the product obtained by multiplying $1.25 by the aggregate number of rentable square feet of space in an the Property); provided, however, Borrower shall only be obligated to make such monthly payment on any Payment Date on which the aggregate amount (the “Monthly Rollover Deposit”) equal to $7,269.42 per month until such time as the amount then on deposit in the Rollover Reserve Subaccount (excluding any Lease Termination Payments) is equal below $2,500,000. Borrower shall also pay to Lender (a) prior to January 1, 2009, $200,000 (for deposit into the “Initial Rollover Reserve Threshold”Subaccount) or (b) on and after January 1all Lease Termination Payments received by Borrower with respect to Material Leases; provided, 2009however, $400,000 (the “Increased Rollover Reserve Threshold”, and together with the Initial Rollover Reserve Threshold, the “Rollover Reserve Threshold”). In the event once Borrower has provided to Lender evidence reasonably acceptable to Lender that the amount on deposit space under the Lease that was the subject of such Lease Termination Payment has been re-tenanted and all Approved Leasing Expenses in connection with such space have been paid, Lender shall (provided no Event of Default is then continuing) disburse to Borrower any remaining portion of the subject Lease Termination Payment. Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Rollover Reserve satisfies Subaccount to Borrower, within fifteen (15) days after the applicable Rollover Reserve Thresholddelivery by Borrower to Lender of a request therefor (but not more often than once per month), but thereafter in increments of at least $5,000, provided (i) such amount on deposit disbursement is for an Approved Leasing Expense; (ii) with respect to disbursements in excess of $100,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such an Approved Leasing Expense; and (iii) the Rollover Reserve falls below request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such Rollover Reserve Thresholdfunds will be used only to pay (or reimburse Borrower for) an Approved Leasing Expense, and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used only to pay (or reimburse Borrower shall re-commence its payment of for) the Monthly Rollover Deposit until such time previously identified Approved Leasing Expenses, and (B) reasonably detailed supporting documentation as the amount on deposit in the Rollover Reserve once again satisfies the applicable Rollover Reserve Threshold. Funds on deposit in the Rollover Reserve shall be held in interest bearing accounts of the type customarily maintained by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee for the benefit of Mortgagor and shall be added to the balance amount, necessity and purpose therefor. Any such disbursement of more than $100,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the Rollover Reservepayee of such Approved Leasing Expenses.

Rollover Reserve. (a) As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a rollover reserve (the “Rollover Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the payment of tenant improvements (“Tenant Improvements”) and leasing commissions (“Leasing Commissions”) with respect to the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing on the first Payment Date under the Note and continuing on each Payment Date thereafter, Mortgagor Borrower shall pay to Mortgagee, in addition to Lender $13,880,000 on the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit to the Rollover Reserve in an amount (the “Monthly Rollover Deposit”) equal to $7,269.42 per month until such time as the amount on deposit in the Rollover Reserve is equal to (a) prior to January 1, 2009, $200,000 date hereof (the “Initial Rollover Reserve ThresholdDeposit”) or (b) on and after January 1, 2009, $400,000 (the “Increased Rollover Reserve Threshold”), and together with the Initial Rollover Reserve Threshold, Lender shall transfer such funds into a Subaccount (the “Rollover Reserve ThresholdSubaccount”). In Borrower shall also pay to Lender (for deposit into the event Rollover Reserve Subaccount) all Lease Termination Payments received by Borrower with respect to Material Leases; provided, however, once Borrower has provided to Lender evidence reasonably acceptable to Lender that the amount on deposit space under the Lease that was the subject of such Lease Termination Payment has been re-tenanted and all Approved Leasing Expenses in connection with such space have been paid, Lender shall (provided no Event of Default is then continuing) disburse to Borrower any remaining portion of the subject Lease Termination Payment. Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Rollover Reserve satisfies Subaccount to Borrower, within fifteen (15) days after the applicable Rollover Reserve Thresholddelivery by Borrower to Lender of a request therefor (but not more often than once per month), but thereafter in increments of at least $5,000, provided (i) such disbursement is for an Approved Leasing Expense; (ii) with respect to disbursements in excess of $100,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such an Approved Leasing Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrower for) an Approved Leasing Expense, and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses, and (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $100,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses. On the date on which Lender has determined that the Property has achieved a Debt Service Coverage Ratio of at least 1.10:1 for two (2) consecutive Calculation Dates, provided no Default or Event of Default is then continuing, an amount on deposit equal to the lesser of (x) $6,600,000 and (y) the funds then remaining in the Rollover Reserve falls below such Rollover Reserve Threshold, Borrower Subaccount (other than funds constituting Lease Termination Payments) not previously disbursed or applied shall re-commence its payment be released to Borrower. In calculating the Debt Service Coverage Ratio solely for purposes of the Monthly Rollover Deposit until such time as the amount on deposit in determining whether or not funds may be released from the Rollover Reserve once again satisfies Subaccount as contemplated by the applicable Rollover Reserve Threshold. Funds on deposit in preceding sentence, the Rollover Reserve Net Operating Income component of such calculation shall be held in interest bearing accounts of computed without taking into account the type customarily maintained by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee for rent payable under the benefit of Mortgagor and shall be added to the balance of the Rollover ReserveMaster Lease.

Rollover Reserve. (a) As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a rollover reserve (the “Rollover Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the payment of tenant improvements (“Tenant Improvements”) and leasing commissions (“Leasing Commissions”) with respect to the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing on the first Payment Date under the Note and continuing on each Payment Date thereafter, Mortgagor Borrower shall pay to Mortgagee, in addition to Lender $12,130,000 on the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit to the Rollover Reserve in an amount (the “Monthly Rollover Deposit”) equal to $7,269.42 per month until such time as the amount on deposit in the Rollover Reserve is equal to (a) prior to January 1, 2009, $200,000 date hereof (the “Initial Rollover Reserve ThresholdDeposit”) or (b) on and after January 1, 2009, $400,000 (the “Increased Rollover Reserve Threshold”), and together with the Initial Rollover Reserve Threshold, Lender shall transfer such funds into a Subaccount (the “Rollover Reserve ThresholdSubaccount”). In Additionally, on each Payment Date commencing on June 6, 2009, Borrower shall pay to Lender (for deposit into the event Rollover Reserve Subaccount) $110,818 (one-twelfth (1/12th) of the product obtained by multiplying $1.00 by the aggregate number of rentable square feet of space in the Property). Borrower shall also pay to Lender (for deposit into the Rollover Reserve Subaccount) all Lease Termination Payments received by Borrower with respect to Material Leases; provided, however, once Borrower has provided to Lender evidence reasonably acceptable to Lender that the amount on deposit space under the Lease that was the subject of such Lease Termination Payment has been re-tenanted and all Approved Leasing Expenses in connection with such space have been paid, Lender shall (provided no Event of Default is then continuing) disburse to Borrower any remaining portion of the subject Lease Termination Payment. Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Rollover Reserve satisfies Subaccount to Borrower, within fifteen (15) days after the applicable Rollover Reserve Thresholddelivery by Borrower to Lender of a request therefor (but not more often than once per month), but thereafter in increments of at least $5,000, provided (i) such amount on deposit disbursement is for an Approved Leasing Expense; (ii) with respect to disbursements in excess of $100,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such an Approved Leasing Expense; and (iii) the Rollover Reserve falls below request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such Rollover Reserve Thresholdfunds will be used only to pay (or reimburse Borrower for) an Approved Leasing Expense, and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used only to pay (or reimburse Borrower shall re-commence its payment of for) the Monthly Rollover Deposit until such time previously identified Approved Leasing Expenses, and (B) reasonably detailed supporting documentation as the amount on deposit in the Rollover Reserve once again satisfies the applicable Rollover Reserve Threshold. Funds on deposit in the Rollover Reserve shall be held in interest bearing accounts of the type customarily maintained by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee for the benefit of Mortgagor and shall be added to the balance amount, necessity and purpose therefor. Any such disbursement of more than $100,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the Rollover Reservepayee of such Approved Leasing Expenses.

Rollover Reserve. (a) As additional security for the Debt, Mortgagor Borrower shall establish and maintain at all times while this Mortgage continues in effect a rollover reserve pay to Lender $18,750.00 on each Payment Date (the “Rollover Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the payment of tenant improvements (“Tenant Improvements”) and leasing commissions (“Leasing Commissions”) with respect provided, however, that Borrower shall not be required to the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing on the first Payment Date under the Note and continuing on each Payment Date thereafter, Mortgagor shall pay to Mortgagee, in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit make deposits to the Rollover Reserve in an amount (any month to the “Monthly extent that, after deducting therefrom any pending requests for disbursements from the Rollover Deposit”) equal to $7,269.42 per month until Reserve, such time as deposit would increase the amount on deposit balance in the Rollover Reserve is equal above $1,900,000.00. Borrower shall also pay to (a) prior to January 1, 2009, $200,000 (Lender for transfer into the “Initial Rollover Reserve Threshold”) or (b) on and after January 1, 2009, $400,000 (the “Increased Rollover Reserve Threshold”, and together all payments received from tenants in connection with the Initial Rollover Reserve Thresholdearly termination or cancellation of any Leases, the “Rollover Reserve Threshold”)including fees, penalties and commissions. In the event If Lender determines in its reasonable judgment that the amount on deposit funds in the Rollover Reserve satisfies will be insufficient to pay (or in excess of) the applicable amounts due or to become due for Approved Leasing Expenses (as hereinafter defined), Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve ThresholdReserve. Provided that no Event of Default has occurred and is continuing, but thereafter such amount on deposit Lender shall disburse funds held in the Rollover Reserve falls below to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such Rollover Reserve Threshold, Borrower disbursement is for an Approved Leasing Expense relating to the Sony Replacement Event (as defined below); (ii) Lender shall re-commence its payment have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense relating to the Sony Replacement Event; and (iii) the request for disbursement is accompanied by (A) an officer’s certificate from an authorized officer of the Monthly Rollover Deposit until Borrower certifying (v) that such time funds will be used only to pay (or reimburse Borrower for) such Approved Leasing Expenses and a description thereof, (w) that all outstanding trade payables (other than those to be paid from the requested disbursement) have been paid in full, (x) that the same has not been the subject of a previous disbursement, (y) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses and (z) that any construction work associated with such Approved Leasing Expenses relating to the Sony Replacement Event has been completed in a good and workmanlike manner and in accordance with all applicable legal requirements, (B) reasonably detailed supporting documentation as to the amount on deposit amount, necessity and purpose therefor, (C) copies of appropriate lien waivers or other evidence of payment satisfactory to Lender in connection with any construction work associated with such Approved Leasing Expenses and (D) at Lender’s option, a title search for the Property indicating that it is free from all liens not previously approved by Lender. Any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses. For the purposes hereof an “Approved Leasing Expense” shall mean the actual out-of-pocket expenses incurred by Borrower and payable to third parties that are not affiliates of Borrower or any Indemnitor in leasing space at the Premises pursuant to Leases entered into in accordance with the Loan Documents, including brokerage commissions and tenant improvements, which expenses (i) are (A) specifically approved by Lender in connection with approving the applicable Lease, (B) incurred in the Rollover Reserve once again satisfies ordinary course of business and on market terms and conditions in connection with Leases which do not require Lender’s approval under the applicable Rollover Reserve Threshold. Funds on deposit in the Rollover Reserve Loan Documents, or (C) otherwise approved by Lender, which approval shall not be held in interest bearing accounts of the type customarily maintained unreasonably withheld or delayed, and (ii) are substantiated by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee for the benefit of Mortgagor executed Lease documents and shall be added to the balance of the Rollover Reservebrokerage agreements.

Rollover Reserve. (a) As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a rollover reserve (the “Rollover Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the payment of tenant improvements (“Tenant Improvements”) and leasing commissions (“Leasing Commissions”) with respect to the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing on the first Payment Date under the Note and continuing on each Payment Date thereafter, Mortgagor Borrower shall pay to Mortgagee, in addition to Lender $4,070,000 on the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit to the Rollover Reserve in an amount (the “Monthly Rollover Deposit”) equal to $7,269.42 per month until such time as the amount on deposit in the Rollover Reserve is equal to (a) prior to January 1, 2009, $200,000 date hereof (the “Initial Rollover Reserve ThresholdDeposit”) or (b) on and after January 1, 2009, $400,000 (the “Increased Rollover Reserve Threshold”), and together with the Initial Rollover Reserve Threshold, Lender shall transfer such funds into a Subaccount (the “Rollover Reserve ThresholdSubaccount”). In Additionally, on each Payment Date commencing on June 6, 2009, Borrower shall pay to Lender (for deposit into the event Rollover Reserve Subaccount) $47,148 (one-twelfth (1/12th) of the product obtained by multiplying $1.00 by the aggregate number of rentable square feet of space in the Property). Borrower shall also pay to Lender (for deposit into the Rollover Reserve Subaccount) all Lease Termination Payments received by Borrower with respect to Material Leases; provided, however, once Borrower has provided to Lender evidence reasonably acceptable to Lender that the amount on deposit space under the Lease that was the subject of such Lease Termination Payment has been re-tenanted and all Approved Leasing Expenses in connection with such space have been paid, Lender shall (provided no Event of Default is then continuing) disburse to Borrower any remaining portion of the subject Lease Termination Payment. Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Rollover Reserve satisfies Subaccount to Borrower, within fifteen (15) days after the applicable Rollover Reserve Thresholddelivery by Borrower to Lender of a request therefor (but not more often than once per month), but thereafter in increments of at least $5,000, provided (i) such amount on deposit disbursement is for an Approved Leasing Expense; (ii) with respect to disbursements in excess of $100,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such an Approved Leasing Expense; and (iii) the Rollover Reserve falls below request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such Rollover Reserve Thresholdfunds will be used only to pay (or reimburse Borrower for) an Approved Leasing Expense, and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used only to pay (or reimburse Borrower shall re-commence its payment of for) the Monthly Rollover Deposit until such time previously identified Approved Leasing Expenses, and (B) reasonably detailed supporting documentation as the amount on deposit in the Rollover Reserve once again satisfies the applicable Rollover Reserve Threshold. Funds on deposit in the Rollover Reserve shall be held in interest bearing accounts of the type customarily maintained by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee for the benefit of Mortgagor and shall be added to the balance amount, necessity and purpose therefor. Any such disbursement of more than $100,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the Rollover Reservepayee of such Approved Leasing Expenses.

Rollover Reserve. Commencing with First Payment Date (a) As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a rollover reserve (the “Rollover Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the payment of tenant improvements (“Tenant Improvements”) and leasing commissions (“Leasing Commissions”) with respect to the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing continuing thereafter on the first each monthly Payment Date under the Note and continuing on each Payment Date thereafterNote, Mortgagor Borrower shall pay to MortgageeLender, concurrently with and in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit into a reserve (the “Rollover Reserve”) in an amount equal to $4,594.33 per month. In addition to the foregoing, Borrower shall also pay to Lender for transfer into the Rollover Reserve all payments received from tenants in an amount (connection with the “Monthly Rollover Deposit”) equal to $7,269.42 per month until such time as early termination or cancellation of any Leases, including fees, penalties and commissions. If Lender determines in its reasonable judgment that the amount on deposit funds in the Rollover Reserve is equal will be insufficient to pay (aor in excess of) prior the amounts due or to January 1become due for Approved Leasing Expenses (as hereinafter defined), 2009, $200,000 Lender may increase (or decrease) the “Initial Rollover Reserve Threshold”) Floor Amount or (b) on and after January 1, 2009, $400,000 (the “Increased Rollover Reserve Threshold”, and together with the Initial Rollover Reserve Threshold, the “Rollover Reserve Threshold”). In the event that the amount on deposit of the Monthly Deposit required to be made by Borrower to the Rollover Reserve. Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Rollover Reserve satisfies to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such disbursement is for an Approved Leasing Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense; and (iii) the request for disbursement is accompanied by (A) an officer’s certificate from an authorized officer of the Borrower certifying (v) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (w) that all outstanding trade payables (other than those to be paid from the requested disbursement) have been paid in full, (x) that the same has not been the subject of a previous disbursement, (y) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses and (z) that any construction work associated with such Approved Leasing Expenses has been completed in a good and workmanlike manner and in accordance with all applicable legal requirements, (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor, (C) copies of appropriate lien waivers or other evidence of payment satisfactory to Lender in connection with any construction work associated with such Approved Leasing Expenses and (D) at Lender’s option, a title search for the Property indicating that it is free from all liens not previously approved by Lender. Any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses. For the purposes hereof an “Approved Leasing Expense” shall mean the actual out-of-pocket expenses incurred by Borrower and payable to third parties that are not affiliates of Borrower or any Indemnitor in leasing space at the Premises pursuant to Leases entered into in accordance with the Loan Documents, including brokerage commissions and tenant improvements, which expenses (i) are (A) specifically approved by Lender in connection with approving the applicable Rollover Reserve ThresholdLease, but thereafter such amount on deposit (B) incurred in the Rollover Reserve falls below such Rollover Reserve Thresholdordinary course of business and on market terms and conditions in connection with Leases which do not require Lender’s approval under the Loan Documents, Borrower or (C) otherwise approved by Lender, which approval shall re-commence its payment of the Monthly Rollover Deposit until such time as the amount on deposit in the Rollover Reserve once again satisfies the applicable Rollover Reserve Threshold. Funds on deposit in the Rollover Reserve shall not be held in interest bearing accounts of the type customarily maintained unreasonably withheld or delayed, and (ii) are substantiated by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee for the benefit of Mortgagor executed Lease documents and shall be added to the balance of the Rollover Reservebrokerage agreements.

Rollover Reserve. (a) As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a rollover reserve (the “Rollover Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the payment of tenant improvements (“Tenant Improvements”) and leasing commissions (“Leasing Commissions”) with respect to the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing on the first Payment Date and continuing thereafter on each monthly Payment Date under the Note and continuing on each Payment Date thereafterNote, Mortgagor Borrower shall pay to MortgageeLender, concurrently with and in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit into a reserve (the “Rollover Reserve”) in an amount equal to $9,580.91 per month. Borrower shall also pay to Lender for transfer into the Rollover Reserve all payments received from tenants in an amount (connection with the “Monthly Rollover Deposit”) equal to $7,269.42 per month until such time as the amount on deposit early termination or cancellation of any Leases, including fees, penalties and commissions. Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Rollover Reserve to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such disbursement is equal for an Approved Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Expense; and (iii) the request for disbursement is accompanied by (A) an officer’s certificate from an authorized officer of the Borrower certifying (v) that such funds will be used only to pay (aor reimburse Borrower for) prior Approved Expenses and a description thereof, (w) that all outstanding trade payables (other than those to January 1be paid from the requested disbursement) have been paid in full, 2009(x) that the same has not been the subject of a previous disbursement, (y) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Expenses and (z) that any construction work associated with such Approved Expenses has been completed in a good and workmanlike manner and in accordance with all applicable legal requirements, (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor, (C) copies of appropriate lien waivers or other evidence of payment satisfactory to Lender in connection with any construction work associated with such Approved Expenses and (D) at Lender’s option, a title search for the Property indicating that it is free from all liens not previously approved by Lender. Any such disbursement of more than $200,000 10,000 to pay (rather than reimburse) Approved Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Expenses. For the purposes hereof an “Initial Rollover Reserve Threshold”Approved Expense” shall mean the actual out-of-pocket expenses incurred by Borrower and payable to third parties that are not affiliates of Borrower or any Indemnitor in completing any capital improvements to the property or in leasing space at the Premises pursuant to Leases entered into in accordance with the Loan Documents, including brokerage commissions and tenant improvements, which expenses (i) are (A) specifically approved by Lender in connection with approving the applicable Lease, (B) incurred in the ordinary course of business and on market terms and conditions in connection with Leases which do not require Lender’s approval under the Loan Documents, or (bC) on and after January 1otherwise approved by Lender, 2009, $400,000 (the “Increased Rollover Reserve Threshold”which approval shall not be unreasonably withheld or delayed, and together with the Initial Rollover Reserve Threshold, the “Rollover Reserve Threshold”). In the event that the amount on deposit in the Rollover Reserve satisfies the applicable Rollover Reserve Threshold, but thereafter such amount on deposit in the Rollover Reserve falls below such Rollover Reserve Threshold, Borrower shall re-commence its payment of the Monthly Rollover Deposit until such time as the amount on deposit in the Rollover Reserve once again satisfies the applicable Rollover Reserve Threshold. Funds on deposit in the Rollover Reserve shall be held in interest bearing accounts of the type customarily maintained (ii) are substantiated by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee for the benefit of Mortgagor executed Lease documents and shall be added to the balance of the Rollover Reservebrokerage agreements.

Rollover Reserve. (a) As additional security for Contemporaneously with the Debtexecution hereof, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect Borrower has established with Lender a rollover reserve (the “Rollover Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the payment of tenant improvements (“Tenant Improvements”) and leasing commissions (“Leasing Commissions”) with respect to the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing on the first Payment Date under the Note and continuing on each Payment Date thereafter, Mortgagor shall pay to Mortgagee, in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit to the Rollover Reserve in an amount (the “Monthly Rollover Deposit”) equal to $7,269.42 per month until such time as the amount on deposit in the Rollover Reserve is equal to (a) prior to January 1, 2009, of $200,000 1,100,000 (the “Initial Rollover Reserve ThresholdDeposit”) or (b) on and after January 1, 2009, $400,000 (the “Increased Rollover Reserve Threshold”, and together by depositing such amount with the Initial Rollover Reserve Threshold, the “Rollover Reserve Threshold”)Lender. In addition to the event that foregoing, if at any time during the amount on deposit in Loan term the Rollover Reserve satisfies the applicable Rollover Reserve Threshold, but thereafter such amount on deposit in balance of the Rollover Reserve falls below such Rollover Reserve Threshold$250,000 (the “Floor Amount”), Borrower shall re-commence its payment paying to Lender $9,169.17 on each Payment Date to be deposited into the Rollover Reserve (the “Monthly Deposit”). At such time as the balance of the Rollover Reserve again equals or exceeds the Floor Amount, Borrower may cease making Monthly Deposits to the Rollover Reserve; provided, however, if at any time the balance of the Rollover Reserve again falls below the Floor Amount, Borrower shall recommence making the Monthly Deposit until such time as the amount on deposit balance of the Rollover Reserve again equals or exceeds the Floor Amount. In addition to the foregoing, Borrower shall also pay to Lender for transfer into the Rollover Reserve all payments received from tenants in connection with the early termination or cancellation of any Leases, including fees, penalties and commissions. If Lender determines in its reasonable judgment that the funds in the Rollover Reserve once again satisfies will be insufficient to pay (or in excess of) the applicable amounts due or to become due for Approved Leasing Expenses (as hereinafter defined), Lender may increase (or decrease) the Floor Amount or the amount of the Monthly Deposit required to be made by Borrower to the Rollover Reserve ThresholdReserve. Funds on deposit Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the Rollover Reserve to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such disbursement is for an Approved Leasing Expense; (ii) Lender shall be held in interest bearing accounts have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense; and (iii) the request for disbursement is accompanied by (A) an officer’s certificate from an authorized officer of the type customarily maintained by Mortgagee Borrower certifying (v) that such funds will be used only to pay (or its servicing agent for similar reserves. All interest earned shall reimburse Borrower for) Approved Leasing Expenses and a description thereof, (w) that all outstanding trade payables (other than those to be retained by Mortgagee paid from the requested disbursement) have been paid in full, (x) that the same has not been the subject of a previous disbursement, (y) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses and (z) that any construction work associated with such Approved Leasing Expenses has been completed in a good and workmanlike manner and in accordance with all applicable legal requirements, (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor, (C) copies of appropriate lien waivers or other evidence of payment satisfactory to Lender in connection with any construction work associated with such Approved Leasing Expenses and (D) at Lender’s option, a title search for the benefit Property indicating that it is free from all liens not previously approved by Lender. Any such disbursement of Mortgagor more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses. For the purposes hereof an “Approved Leasing Expense” shall mean the actual out-of-pocket expenses incurred by Borrower and payable to third parties that are not affiliates of Borrower or any Indemnitor in leasing space at the Premises pursuant to Leases entered into in accordance with the Loan Documents, including brokerage commissions and tenant improvements, which expenses (i) are (A) specifically approved by Lender in connection with approving the applicable Lease, (B) incurred in the ordinary course of business and on market terms and conditions in connection with Leases which do not require Lender’s approval under the Loan Documents, or (C) otherwise approved by Lender, which approval shall not be added to the balance of the Rollover Reserveunreasonably withheld or delayed, and (ii) are substantiated by executed Lease documents and brokerage agreements.

Rollover Reserve. (a) As additional security for the Debt, Mortgagor Borrower shall establish and maintain at all times while this Mortgage continues in effect a rollover reserve pay to Lender $12,326.92 on each Payment Date (the “Rollover Reserve”) with Mortgagee ). Borrower shall also pay to Lender for payment of costs and expenses incurred by Mortgagor transfer into the Rollover Reserve all payments received from tenants in connection with the payment early termination or cancellation of tenant improvements (“Tenant Improvements”) any Leases, including fees, penalties and leasing commissions (“Leasing Commissions”) with respect to commissions. If Lender determines in its reasonable judgment that the Mortgaged Property and the cost to Mortgagor of rent abatements (“Future Rent Abatements”) with respect to the Mortgaged Property not otherwise reserved for pursuant to Section 5.5 of this Mortgage. Commencing on the first Payment Date under the Note and continuing on each Payment Date thereafter, Mortgagor shall pay to Mortgagee, in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit to the Rollover Reserve in an amount (the “Monthly Rollover Deposit”) equal to $7,269.42 per month until such time as the amount on deposit funds in the Rollover Reserve will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses (as hereinafter defined), Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve. Provided that no Event of Default has occurred and is equal to (a) prior to January 1continuing, 2009, $200,000 (the “Initial Rollover Reserve Threshold”) or (b) on and after January 1, 2009, $400,000 (the “Increased Rollover Reserve Threshold”, and together with the Initial Rollover Reserve Threshold, the “Rollover Reserve Threshold”). In the event that the amount on deposit Lender shall disburse funds held in the Rollover Reserve satisfies to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such disbursement is for an Approved Leasing Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense; and (iii) the request for disbursement is accompanied by (A) an officer’s certificate from an authorized officer of the Borrower certifying (v) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (w) that all outstanding trade payables (other than those to be paid from the requested disbursement) have been paid in full, (x) that the same has not been the subject of a previous disbursement, (y) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses and (z) that any construction work associated with such Approved Leasing Expenses has been completed in a good and workmanlike manner and in accordance with all applicable legal requirements, (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor, (C) copies of appropriate lien waivers or other evidence of payment satisfactory to Lender in connection with any construction work associated with such Approved Leasing Expenses and (D) at Lender’s option, a title search for the Property indicating that it is free from all liens not previously approved by Lender. Any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses. For the purposes hereof an “Approved Leasing Expense” shall mean the actual out-of-pocket expenses incurred by Borrower and payable to third parties that are not affiliates of Borrower or any Indemnitor in leasing space at the Premises pursuant to Leases entered into in accordance with the Loan Documents, including brokerage commissions and tenant improvements, which expenses (i) are (A) specifically approved by Lender in connection with approving the applicable Rollover Reserve ThresholdLease, but thereafter such amount on deposit (B) incurred in the Rollover Reserve falls below such Rollover Reserve Thresholdordinary course of business and on market terms and conditions in connection with Leases which do not require Lender’s approval under the Loan Documents, Borrower or (C) otherwise approved by Lender, which approval shall re-commence its payment of the Monthly Rollover Deposit until such time as the amount on deposit in the Rollover Reserve once again satisfies the applicable Rollover Reserve Threshold. Funds on deposit in the Rollover Reserve shall not be held in interest bearing accounts of the type customarily maintained unreasonably withheld or delayed, and (ii) are substantiated by Mortgagee or its servicing agent for similar reserves. All interest earned shall be retained by Mortgagee for the benefit of Mortgagor executed Lease documents and shall be added to the balance of the Rollover Reservebrokerage agreements.