Common use of Rollover Reserves Clause in Contracts

Rollover Reserves. Borrower shall pay to Lender $55,101.92 on each Payment Date. Lender will maintain all amounts so deposited by Borrower hereunder in a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount (the “Rollover Reserve Subaccount”). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve Subaccount. 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 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 reasonable 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 certifying (1) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses 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 $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.

Rollover Reserves. Borrower shall pay to Lender $55,101.92 If a Rollover Sweep Period has commenced, and no other Cash Management Period is then continuing, then on the immediately succeeding Payment Date and on each Payment DateDate thereafter during the continuance of such Rollover Sweep Period, all Available Cash shall be paid to Lender. Lender will maintain all transfer such amounts so deposited by Borrower hereunder in into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “"Rollover Reserve Subaccount”"). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve Subaccount. 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 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 reasonable '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 's Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses 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 Provided that no Event of Default has occurred and is continuing, the remaining funds in the Rollover Reserve Subaccount (to the extent not drawn upon pursuant to this Section 25(f)) allocable to any specific portion of the commercial space at the Property which is the subject of the Rollover Sweep Event will be disbursed to Borrower within 10 days after written request therefor, provided that Borrower has delivered (i) evidence reasonably satisfactory to Lender that (y) such disbursement of more than $10,000 commercial space has been re-let pursuant to pay Leases entered into in accordance with this Instrument and (rather than reimbursez) all Approved Leasing Expenses maywhich have been incurred or which Lender anticipates will be incurred with respect to such space have been paid in full and (ii) an estoppel certificate from the applicable tenant occupying such portion of the commercial space at the Property in a form reasonably satisfactory to Lender pursuant to which such tenant certifies to Lender that (1) such tenant has taken occupancy of its demised premises, at Lender’s option, be made by joint check payable (2) all of the conditions precedent to Borrower such tenant's obligation to commence the payment of rent under its Lease have been satisfied (including Borrower's contribution to the cost of any tenant improvement work) and (3) such tenant has commenced the payee payment of such Approved Leasing Expensesrent under its Lease.

Rollover Reserves. Borrower shall pay to Lender $55,101.92 on 3.5.1 General On each Payment DateDate occurring during the continuance of a Lease Sweep Period (provided no Cash Management Period is then continuing (other than a Cash Management Period triggered solely as a result of a Lease Sweep Period)), all Available Cash shall be paid to Lender. Lender will maintain all amounts so deposited by Borrower hereunder in transfer such amount into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount all payments Lease Termination 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve SubaccountBorrower. 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 15 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 Major Lease Leasing ExpenseExpense (or any other Approved Leasing Expense if the funds in question are comprised of Lease Termination Payments that have been deposited into the Rollover Reserve Subaccount on account of any other Lease); (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s reasonable expense) performance of any construction work associated with such Approved Major Lease Leasing ExpenseExpense (or any other Approved Leasing Expense if the funds in question are comprised of Lease Termination Payments that have been deposited into the Rollover Reserve Subaccount on account of any other Lease); 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) Approved Major Lease Leasing Expenses (or any other Approved Leasing Expense if the funds in question are comprised of Lease Termination Payments that have been deposited into the Rollover Reserve Subaccount on account of any other Lease) 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 Major Lease Leasing ExpensesExpenses (or any other Approved Leasing Expense if the funds in question are comprised of Lease Termination Payments that have been deposited into the Rollover Reserve Subaccount on account of any other Lease), and (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. 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 Major Lease Leasing ExpensesExpenses (or any other Approved Leasing Expense if the funds in question are comprised of Lease Termination Payments that have been deposited into the Rollover Reserve Subaccount on account of any other Lease). Provided no Event of Default is continuing, upon the termination of the subject Lease Sweep Period, and Lender’s receipt of satisfactory evidence that all Approved Major Lease Leasing Expenses incurred in connection therewith (and any other expenses in connection with the re-tenanting of the applicable space) have been paid in full (which evidence may include (i) a letter or certification from the applicable broker, if any, that all brokerage commissions payable in connection therewith have been paid and (ii) an estoppel certificate executed by each applicable tenant which certifies that all contingencies under such Lease to the payment of full rent (including Borrower’s contribution to the cost of any tenant improvement work) have been satisfied), any funds (if any) remaining in the Rollover Reserve Subaccount that have been deposited therein as a result of such Lease Sweep Period shall be disbursed to Borrower; provided, however, if a Cash Management Period is then continuing, then no such funds shall be disbursed to Borrower, and all such funds shall instead be deposited into the Cash Collateral Subaccount, to be applied in accordance with Section 3.9 hereof.

Rollover Reserves. Borrower shall pay to Lender $55,101.92 5,000.00 on each Payment Date. Lender will maintain all amounts so deposited by Borrower hereunder in transfer such amount into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”). However, notwithstanding the above, Borrower shall not be required to make contributions to the Rollover Reserve Subaccount at such time as the total amount in the Rollover Reserve Subaccount equals or exceeds $220,000. If such amount shall, after reaching or exceeding $220,000, fall below such amount, Borrower’s obligation to pay $5,000.00 on each Payment Date shall recommence. Without being subject to the foregoing cap, Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve Subaccount. 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, Borrower within 15 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 reasonable 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 certifying (1v) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (2w) 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, (3x) that the same has not been the subject of a previous disbursement, and (4y) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing ExpensesExpenses 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, and (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.

Rollover Reserves. (a) Borrower shall pay to Lender $55,101.92 10,000,000 on each Payment Datethe date hereof. Lender will maintain all amounts so deposited by Borrower hereunder in transfer such amount into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”). In lieu of a requirement hereunder for an additional $10,000,000 to be deposited into the Rollover Reserve Subaccount, Guarantor, pursuant to the Guaranty, has (among other obligations thereunder) guaranteed payment and performance in full of all Approved Leasing Expenses with respect to Leases hereafter executed and all work relating thereto and agreed to pay to Lender, upon Lender’s demand following the occurrence and during the continuance of an Event of Default, an amount equal to the Guaranty Limit Amount, determined as the sum of various amounts, including an amount equal to $10,000,000 (subject to reduction as provided below, the “Rollover Reserve Offset Amount”). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount all payments Lease Termination 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve SubaccountBorrower. 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 15 ten (10) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments minimum amounts of at least $5,000, provided (i) such disbursement is for an Approved Leasing ExpenseExpenses with respect to Leases hereafter executed (it being acknowledged that leasing costs with respect to Leases existing as of the date hereof shall not qualify for disbursements from the Rollover Reserve Subaccount); (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s reasonable expense) performance of any construction work associated with such Approved Leasing ExpenseExpenses; 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) Approved Leasing Expenses and a description thereof, (2) that all outstanding trade payables (other than those not yet due and payable or 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 with respect to the first $10,000,000 in disbursements from the Rollover Reserve Subaccount (each disbursement thereof in an amount equal to 50% of the related Approved Leasing Expenses), the remaining 50% portion of such Approved Leasing Expenses not paid from such previous disbursements has also been paid, and (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor; and (iv) the first $10,000,000 in aggregate disbursements from the Rollover Reserve Subaccount for (x) Approved Leasing Expenses pursuant to this Section 3.5(a) or (y) on account of Rollover Rent Abatements pursuant to Section 3.5(b) below shall be made in an amount equal to 50% of such Approved Leasing Expenses for which the provisions of the foregoing clauses (i)-(iii) are satisfied, and upon each such 50% disbursement and payment of 100% of the related Approved Leasing Expenses or expiration of the related Rollover Rent Abatement Periods to which such disbursement relates (as evidenced to Lender’s reasonable satisfaction), the Rollover Reserve Offset Amount shall reduce dollar for dollar in the amount of such disbursements from the Rollover Reserve Subaccount until the Rollover Reserve Offset Amount reduces to zero, with a corresponding dollar for dollar reduction of the Guaranty Limit Amount. For example, if disbursements from the Rollover Reserve Subaccount on account of Approved Leasing Expenses are $5,000,000 (on account of $10,000,000 in Approved Leasing Expenses qualifying under clause (i)-(iii) of the foregoing provision), and disbursements from the Rollover Reserve Subaccount on account of Rollover Rent Abatements are $500,000 (on account of Rollover Rent Abatement Periods expiring with respect to $1,000,000 in Rollover Rent Abatements), the Rollover Reserve Offset Amount shall, upon payment of 100% of the related Approved Leasing Expenses or expiration of the related Rollover Rent Abatement Periods to which such disbursements relate (as evidenced to Lender’s reasonable satisfaction), decrease by $5,500,000, with a resulting Rollover Reserve Offset Amount of $4,500,000. 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. If Lender receives the Rollover Reserve Offset Amount from Guarantor under the Guaranty, Lender shall transfer the same to the Rollover Reserve Subaccount to be applied as provided in this Section 3.5, subject to Lender’s right to apply the same otherwise as set forth in Section 3.10 below.

Rollover Reserves. (a) Borrower shall pay to Lender $55,101.92 4,168 on each Payment Date. Lender will maintain all amounts so deposited by Borrower hereunder in transfer such amount into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “"Rollover Reserve Subaccount”"). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount all payments Lease Termination 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve SubaccountBorrower. 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 15 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 reasonable '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 's Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses 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 $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s 's option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses. Notwithstanding anything contained in this Section 3.3 to the contrary, if Borrower shall enter into an Approved Ingram Micro Extension on or beforx Xxxxmber 31, 2005, then Borrower shall no longer be required to make deposits into the Rollover Reserve Subaccount pursuant to this paragraph (a) and, provided that no Event of Default or Cash Management Period is then continuing, any funds then on deposit in the Rollover Reserve Subaccount shall be disbursed to Borrower within 5 days of Borrower's request therefor.

Rollover Reserves. Borrower Borrowers shall pay to Lender (i) $55,101.92 1,570,000 on the date hereof, (ii) $23,035 on each Payment DateDate from and including January 1, 2004 through and including December 1, 2005 and (iii) $28,795 on each Payment Date thereafter. Lender will maintain all transfer such amounts so deposited by Borrower hereunder in into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”"ROLLOVER RESERVE SUBACCOUNT"). Borrower Borrowers shall also pay to Lender for transfer into the Rollover Reserve Subaccount 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower Borrowers to the Rollover Reserve Subaccount. Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Rollover Reserve Subaccount to BorrowerBorrowers, within 15 days after the delivery by Borrower Borrowers 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 reasonable Borrowers' 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 's Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrower Borrowers for) Approved Leasing Expenses and a description thereof, (2) that all outstanding trade payables (other than those not yet due and payable or 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 Borrowers 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 $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s 's option, be made by joint check payable to Borrower Borrowers and the payee of such Approved Leasing Expenses...

Rollover Reserves. 3.5.1 Borrower shall pay to Lender the sum of $55,101.92 41,862.54 on each Payment Date. Date for reimbursement of Borrower’s Approved Leasing Expenses in accordance with this Section, and Lender will maintain all transfer such amounts so deposited by Borrower hereunder in into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount all payments received from tenants in connection with the early termination or cancellation of any Leases, including fees, penalties and commissionsLease Termination Payments due to Borrower. If Lender determines in its reasonable judgment that the funds in the Rollover Reserve Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve Subaccount. 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 15 thirty (30) 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 $5,00025,000, provided (i) such disbursement disbursements is for an Approved Leasing Expense; (ii) Lender shall have (if it desires) verified (and if the requested disbursement equals $50,000 or more, then by an inspection conducted at Borrower’s reasonable 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 certifying (1v) that such funds will with be used only to pay (or reimburse Borrower for) for Approved Leasing Expenses and a description thereof, (2w) 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, (3x) that the same has not been the subject of a previous disbursement, and (4y) that all previous disbursements have been used only to pay (or reimburse Borrower for) for the previously identified Approved Leasing ExpensesExpenses and (z) that any construction work associated with such Approved Leasing Expenses has been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements and in accordance with approved plans and specifications therefor, and (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor, (C) copies of appropriate Lien waivers or other evidence as Lender shall reasonably request that the Approved Leasing Expenses to be reimbursed by the requested disbursement have been completed in accordance with all General Construction Work Requirements and all applicable Legal Requirements and has been fully paid for, 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 reimbursereimburse if permitted by Lender in its sole discretion) for an Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses.

Rollover Reserves. (a) Borrower shall pay to Lender $55,101.92 2,767.59 on each Payment Date. Lender will maintain all amounts so deposited by Borrower hereunder in transfer such amount into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount all payments received from tenants 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve Subaccount. 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, Borrower within 15 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 reasonable 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 certifying (1v) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (2w) 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, (3x) that the same has not been the subject of a previous disbursement, and (4y) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing ExpensesExpenses 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, and (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.

Rollover Reserves. Borrower shall pay to Lender (i) $55,101.92 264,000 on the ----------------- date hereof and (ii) $54,417 on each Payment Date. Lender will maintain all transfer such amounts so deposited by Borrower hereunder in into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “"Rollover Reserve Subaccount”Subaccount "). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve Subaccount. Additionally, without limiting the foregoing, at the end of each twelve month period during the Term, Lender shall review the actual amount paid by (or reimbursed by) Borrower for the Approved Leasing Expenses relating to the normalized rollover leasing expenses at the Properties during such period and the then current balance held in the Rollover Reserve Subaccount, and provided that (i) such rollover leasing expenses were addressed to Lender's satisfaction (e.g., any new Leases entered into during such period comply with the provisions of Section 5.9 and provide for rental rates at least equal to the rental rates provided for in the applicable expired or terminated Lease) and (ii) the actual amount paid by (or reimbursed by) Borrower for such Approved Leasing Expenses are less than the amount that was anticipated by Lender as being necessary to address such rollover leasing expenses during such period, then Lender, may in its sole and absolute discretion, release a portion (representing such cost savings) of the then balance held in the Rollover Reserve Subaccount to Borrower. 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 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) if in excess of $10,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s reasonable '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 's Certificate certifying that , to the best of Borrower's knowledge, (1w) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (2x) 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, (3y) that the same has not been the subject of a previous disbursement, and (4z) 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 During a Cash Management Period, any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s 's option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses.

Rollover Reserves. (a) On the date hereof, Borrower shall pay to Lender an amount equal to (i) $55,101.92 360,958.95 (the “Hewlett-Packard TI Deposit”) and (ii) $139,680.00 (the “Apex Systems TI Deposit”). From and after the earlier of (i) April 1, 2008 and (ii) the first (1st) Payment Date following the prepayment of the Tranche B Loan, Borrower shall pay to Lender on each Payment DateDate an amount equal to $24,495. (such monthly payments are collectively referred to herein as, the “Monthly Rollover Funds”). Lender will maintain all amounts so deposited by Borrower hereunder in transfer such amounts, including without limitation, the Hewlett-Packard TI Deposit and the Apex Systems TI Deposit, into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount all payments Lease Termination 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve SubaccountBorrower. 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 15 ten (10) 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 Table of Contents Leasing Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s reasonable 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 certifying (1) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses 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 $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. Notwithstanding anything to the contrary contained in this Section 3.5, (i) funds constituting the Hewlett-Packard TI Deposit shall be allocated to pay only those Approved Leasing Expenses with respect to the space at the Property leased to Hewlett-Packard and (ii) funds constituting the Apex Systems TI Deposit shall be allocated to pay only those Approved Leasing Expenses with respect to the space at the Property leased to Apex Systems, Inc. Any unused portion of the Hewlett-Packard TI Deposit and/or Apex Systems TI Deposit shall remain in the Rollover Reserve Subaccount for the payment of Approved Leasing Expenses and shall be disbursed in accordance with the provisions of this Section 3.5(a).

Rollover Reserves. With respect to each Collateral Property, the Borrower shall pay to the Lender $55,101.92 on each Interest Payment DateDate the amount set forth for such Collateral Property on Exhibit C attached hereto. The Lender will maintain all amounts so deposited by Borrower hereunder in transfer such amount into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “"Rollover Reserve Subaccount”"). The Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount all payments received from tenants in connection with the early termination or cancellation of any Leases, including fees, penalties and commissions. If the amount in the Rollover Reserve Subaccount shall exceed the amounts due for Approved Leasing Expenses pursuant to the terms hereof, the Lender shall, in its discretion, return any excess to the Borrower, credit such excess against future payments to the Rollover Reserve Subaccount or allocate such excess to other Subaccounts. If the Lender determines in its reasonable judgment that the funds in the Rollover Reserve Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, the Lender may increase (or decrease) the monthly contribution required to be made by the Borrower to the Rollover Reserve Subaccount. Provided that no Default or Event of Default has occurred and is continuing, the Lender shall disburse funds held in the Rollover Reserve Subaccount to the Borrower, within 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 the Borrower’s reasonable '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 a certificate from a senior financial officer of the Borrower certifying (1w) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (2x) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtednessdisbursement) have been paid in full, (3y) that the same has not been the subject of a previous disbursement, and (4z) that all previous disbursements have been used only to pay (or reimburse the 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 $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at the Lender’s 's option, be made by joint check payable to the Borrower and the payee of such Approved Leasing Expenses.

Rollover Reserves. (a) Borrower shall pay to Lender (i) $55,101.92 1,100,000 on the date hereof and (ii) $9,406 on each Payment Date. Lender will maintain all amounts so deposited by Borrower hereunder in transfer such amount into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”"ROLLOVER RESERVE SUBACCOUNT"). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount all payments Lease Termination Payments received from tenants in connection with the early termination or cancellation of any Leases, including fees, penalties and commissionsby Borrower. If Lender determines in its reasonable judgment that the funds in the Rollover Reserve Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Major Lease Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve Subaccount. 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 15 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 Major Lease Leasing ExpenseExpenses; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s reasonable 's expense) performance of any construction work associated with such Approved Major Lease Leasing ExpenseExpenses; and (iii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrower for) Approved Major Lease Leasing Expenses and a description thereof, (2) that all outstanding trade payables (other than those not yet due and payable or 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 Major Lease Leasing Expenses, and (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Major Lease Leasing Expenses may, at Lender’s 's option, be made by joint check payable to Borrower and the payee of such Approved Major Lease Leasing Expenses. Additionally, on each Payment Date occurring during the continuance of a Lease Sweep Period, all Available Cash shall be paid to Lender for deposit into the Rollover Reserve Subaccount, which funds shall be disbursed for payment of Approved Major Lease Leasing Expenses in accordance with the terms and conditions set forth in this Section 3.5(a).

Rollover Reserves. Borrower shall pay to Lender $55,101.92 3,800 on each Payment DateDate (the "MONTHLY ROLLOVER PAYMENT"); provided, however, Borrower shall not be required to make any Monthly Rollover Payment on any Payment Date when the balance on deposit in the Rollover Reserve Subaccount is equal to or greater than $125,000 (excluding any amounts deposited pursuant to the fourth sentence of this subsection (f)). Additionally, if a Rollover Sweep Period has commenced, and no other Cash Management Period is then continuing, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Rollover Sweep Period, all Available Cash shall be paid to Lender. Lender will maintain all transfer such amounts so deposited by Borrower hereunder in into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”"ROLLOVER RESERVE SUBACCOUNT"). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve Subaccount. 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 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 reasonable '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 's Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses 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 Provided that no Event of Default has occurred and is continuing, the remaining funds in the Rollover Reserve Subaccount (to the extent not drawn upon pursuant to this Section 25(f)) allocable to any specific portion of the commercial space at the Property which is the subject of the Rollover Sweep Event will be disbursed to Borrower within 10 days after written request therefor, provided that Borrower has delivered (i) evidence reasonably satisfactory to Lender that (y) such disbursement of more than $10,000 commercial space has been re-let pursuant to pay Leases entered into in accordance with this Instrument and (rather than reimbursez) all Approved Leasing Expenses maywhich have been incurred or which Lender anticipates will be incurred with respect to such space have been paid in full and (ii) an estoppel certificate from the applicable tenant occupying such portion of the commercial space at the Property in a form reasonably satisfactory to Lender pursuant to which such tenant certifies to Lender that (1) such tenant has taken occupancy of its demised premises, at Lender’s option, be made by joint check payable (2) all of the conditions precedent to Borrower such tenant's obligation to commence the payment of rent under its Lease have been satisfied (including Borrower's contribution to the cost of any tenant improvement work) and (3) such tenant has commenced the payee payment of such Approved Leasing Expensesrent under its Lease.

Rollover Reserves. Borrower shall pay to Lender $55,101.92 10,636.13 on each Payment DateDate (the "MONTHLY ROLLOVER PAYMENT"); provided, however, Borrower shall not be required to make any Monthly Rollover Payment on any Payment Date when the balance on deposit in the Rollover Reserve Subaccount is equal to or greater than $125,000 (excluding any amounts deposited pursuant to the fourth sentence of this subsection (f)). Additionally, if a Rollover Sweep Period has commenced, and no other Cash Management Period is then continuing, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Rollover Sweep Period, all Available Cash shall be paid to Lender. Lender will maintain all transfer such amounts so deposited by Borrower hereunder in into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”"ROLLOVER RESERVE SUBACCOUNT"). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve Subaccount. 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 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 reasonable '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 's Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses 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 Provided that no Event of Default has occurred and is continuing, the remaining funds in the Rollover Reserve Subaccount (to the extent not drawn upon pursuant to this Section 25(f)) allocable to any specific portion of the commercial space at the Property which is the subject of the Rollover Sweep Event will be disbursed to Borrower within 10 days after written request therefor, provided that Borrower has delivered (i) evidence reasonably satisfactory to Lender that (y) such disbursement of more than $10,000 commercial space has been re-let pursuant to pay Leases entered into in accordance with this Instrument and (rather than reimbursez) all Approved Leasing Expenses maywhich have been incurred or which Lender anticipates will be incurred with respect to such space have been paid in full and (ii) an estoppel certificate from the applicable tenant occupying such portion of the commercial space at the Property in a form reasonably satisfactory to Lender pursuant to which such tenant certifies to Lender that (1) such tenant has taken occupancy of its demised premises, at Lender’s option, be made by joint check payable (2) all of the conditions precedent to Borrower such tenant's obligation to commence the payment of rent under its Lease have been satisfied (including Borrower's contribution to the cost of any tenant improvement work) and (3) such tenant has commenced the payee payment of such Approved Leasing Expensesrent under its Lease.

Rollover Reserves. Borrower shall pay to Lender $55,101.92 6,045 on each Payment DateDate (the "MONTHLY ROLLOVER PAYMENT"); provided, however, Borrower shall not be required to make any Monthly Rollover Payment on any Payment Date when the balance on deposit in the Rollover Reserve Subaccount is equal to or greater than $125,000 (excluding any amounts deposited pursuant to the fourth sentence of this subsection (f)). Additionally, if a Rollover Sweep Period has commenced, and no other Cash Management Period is then continuing, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Rollover Sweep Period, all Available Cash shall be paid to Lender. Lender will maintain all transfer such amounts so deposited by Borrower hereunder in into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”"ROLLOVER RESERVE SUBACCOUNT"). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve Subaccount. 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 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 reasonable '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 's Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses 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 Provided that no Event of Default has occurred and is continuing, the remaining funds in the Rollover Reserve Subaccount (to the extent not drawn upon pursuant to this Section 25(f)) allocable to any specific portion of the commercial space at the Property which is the subject of the Rollover Sweep Event will be disbursed to Borrower within 10 days after written request therefor, provided that Borrower has delivered (i) evidence reasonably satisfactory to Lender that (y) such disbursement of more than $10,000 commercial space has been re-let pursuant to pay Leases entered into in accordance with this Instrument and (rather than reimbursez) all Approved Leasing Expenses maywhich have been incurred or which Lender anticipates will be incurred with respect to such space have been paid in full and (ii) an estoppel certificate from the applicable tenant occupying such portion of the commercial space at the Property in a foamm reasonably satisfactory to Lender pursuant to which such tenant certifies to Lender that (1) such tenant has taken occupancy of its demised premises, at Lender’s option, be made by joint check payable (2) all of the conditions precedent to Borrower such tenant's obligation to commence the payment of rent under its Lease have been satisfied (including Borrower's contribution to the cost of any tenant improvement work) and (3) such tenant has commenced the payee payment of such Approved Leasing Expensesrent under its Lease.

Rollover Reserves. With respect to each Collateral Property, the Borrower shall pay to the Lender $55,101.92 on each Interest Payment DateDate the amount set forth for such Collateral Property on Exhibit C attached hereto. The Lender will maintain all amounts so deposited by Borrower hereunder in transfer such amount into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “"Rollover Reserve Subaccount”"). The Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount all payments received from tenants in connection with the early termination or cancellation of any Leases, including fees, penalties and commissions. If the amount in the Rollover Reserve Subaccount shall exceed the amounts due for Approved Leasing Expenses pursuant to the terms hereof, the Lender shall, in its discretion, return any excess to the Borrower, credit such excess against future payments to the Rollover Reserve Subaccount or allocate such excess to other Subaccounts. If the Lender determines in its reasonable judgment that the funds in the Rollover Reserve Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, the Lender may increase (or decrease) the monthly contribution required to be made by the Borrower to the Rollover Reserve Subaccount. Provided that no Default or Event of Default has occurred and is continuing, the Lender shall disburse funds held in the Rollover Reserve Subaccount to the Borrower, within 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 the Borrower’s reasonable '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 a certificate from a senior financial officer of the Borrower certifying (1w) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (2x) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtednessdisbursement) have been paid in full, (3y) that the same has not been the subject of a previous disbursement, and (4z) that all previous disbursements have been used only to pay (or reimburse the 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 $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at the Lender’s 's option, be made by joint check payable to the Borrower and the payee of such Approved Leasing Expenses.. <PAGE> 11.05

Rollover Reserves. (a) On the date hereof, Borrower shall pay to Lender an amount equal to (i) $55,101.92 105,284.66 (the “Integon TI Deposit”) and (ii) $106,702 (the “Xxxx Publishing TI Deposit”). From and after the earlier of (i) March 6, 2008 and (ii) the first (1st) Payment Date following the prepayment of the Floating Rate Loan, Borrower shall pay to Lender on each Payment DateDate an amount equal to $21,173 (such monthly payments are collectively referred to herein as, the “Monthly Rollover Funds”). Lender will maintain all amounts so deposited by Borrower hereunder in transfer such amounts, including without limitation, the Integon TI Deposit and the Xxxx Publishing TI Deposit, into a Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount Subaccount (the “Rollover Reserve Subaccount”). Borrower shall also pay to Lender for transfer into the Rollover Reserve Subaccount all payments Lease Termination 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 Subaccount will be insufficient to pay (or in excess of) the amounts due or to become due for Approved Leasing Expenses, Lender may increase (or decrease) the monthly contribution required to be made by Borrower to the Rollover Reserve SubaccountBorrower. 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 15 ten (10) 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 reasonable 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 certifying (1) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses 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 $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. Notwithstanding anything to the contrary contained in this Section 3.5, (i) funds constituting the Integon TI Deposit shall be allocated to pay only those Approved Leasing Expenses with respect to the space at the Property leased to Integon Insurance and (ii) funds constituting the Xxxx Publishing TI Deposit shall be allocated to pay only those Approved Leasing Expenses with respect to the space at the Property leased to Xxxx Publishing. Any unused portion of the Integon TI Deposit and/or the Xxxx Publishing TI Deposit shall remain in the Rollover Reserve Subaccount for the payment of Approved Leasing Expenses and shall be disbursed in accordance with the provisions of this Section 3.5(a).