Common use of Tax and Insurance Impound Fund Clause in Contracts

Tax and Insurance Impound Fund. Borrower shall pay to Lender on the “Payment Date” (as defined in the Note) in each calendar month one-twelfth of the amount of Taxes and Insurance Premiums that Lender reasonably estimates will be payable during the next ensuing twelve (12) months. Borrower shall also pay to Lender on demand, a sum of money which Lender reasonably estimates, together with such monthly deposits, will be sufficient to make each payment of Taxes and Insurance Premiums at least 30 days prior to the date the same becomes initially due. Funds paid to Lender pursuant to this provision, together with any additions thereto, may be hereinafter called the “Tax and Insurance Impound Fund”. Lender will apply the Tax and Insurance Impound Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3 and 5 hereof. In making any payment relating to the Tax and Insurance Impound Fund, Lender may do so according to any xxxx, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof unless with respect to the payment of Taxes and Other Charges, Lender has received from Borrower, not less than thirty (30) days prior to the date on which such Taxes and Other Charges become delinquent and prior to Lender’s payment thereof, notice that Borrower is contesting such Taxes and Other Charges pursuant to, and in accordance with, Section 31 hereof, in which case, provided no Event of Default has occurred and is continuing, Lender shall not pay such Taxes and Other Charges except in accordance with Section 31 hereof or until (a) Lender receives notice from Borrower or the applicable taxing or assessing authority that such contest is resolved, or (b) an Event of Default occurs. If the amount of the Tax and Insurance Impound Fund shall exceed the amounts which Lender reasonably estimates shall be due for Taxes and Insurance Premiums in the following 12 months, Lender shall return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Impound Fund. If at any time Lender reasonably determines that the Tax and Insurance Impound Fund is not or will not be sufficient to pay the Taxes and Insurance Premiums as required herein, Lender may notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes and/or expiration of the Policies, as the case may be, provided Borrower receives not less than ten (10) days prior written notice of any such increase. No earnings or interest on the Tax and Insurance Impound Fund shall be payable to Borrower. In the event Borrower notifies Lender that it has paid the Taxes to the appropriate public office notwithstanding the funds available in the Tax and Insurance Impound Fund therefor, if Lender so elects at any time thereafter, Borrower shall provide, at Borrower’s expense, a tax service contract for the Term issued by a tax reporting agency acceptable to Lender. If Lender does not so elect, Borrower shall reimburse Lender for the cost of making annual tax searches throughout the Term. AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 10 43412-20/Continental Towers

Tax and Insurance Impound Fund. DEFERRED MAINTENANCE ESCROW FUND: OUTSTANDING TENANT ALLOWANCE ESCROW FUND: XXXXXX XXXX ESCROW FUND; MINIMUM OCCUPANCY ESCROW FUND; REPLACEMENT/LEASING ESCROW FUND. (a) Borrower shall pay to Lender (i) (A) with respect to Taxes that are required to be paid prior to December 10, 2003 (which date is the last date prior to which any interest, late fees or penalties would commence accruing with respect to Taxes due and payable on November 1, 2003), on the “date hereof an amount equal to $1,187,817 and on each Payment Date” Date (as defined in the Note) up to and including the Payment Date occurring in November, 2003, an amount equal to $296,954 and (B) on each calendar month Payment Date from and after the Payment Date occurring in December, 2003, one-twelfth of the amount of Taxes and Insurance Premiums that Lender reasonably estimates will be payable during the next ensuing twelve (12) months. Borrower shall also months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their Delinquency Date, and (ii) (A) on the date hereof, an amount equal to $168,460 and (B) (1) for so long as the applicable Blanket Insurance Premium Financing Arrangement remains in full force and effect, on each Payment Date (as defined in the Note) the Financing Installment for the next occurring payment under the applicable Blanket Insurance Premium Financing Arrangement and/or (2) with respect to any Insurance Premiums not covered by a Blanket Insurance Premium Financing Arrangement, on each Payment Date (as defined in the Note) one-twelfth of the Insurance Premiums that Lender on demand, a sum of money which Lender reasonably estimates, together with such monthly deposits, estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to make each payment of Taxes and pay all such Insurance Premiums at least 30 thirty (30) days prior to the date expiration of the same becomes initially due. Funds paid to Lender pursuant to this provision, together with any additions thereto, may be Policies (said amounts in (i) and (ii) above hereinafter called the “Tax and Insurance Impound Fund”"TAX AND INSURANCE IMPOUND FUND"). Lender will apply the Tax and Insurance Impound Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections paragraphs 3 and 5 hereofhereof and/or to payments due to the applicable finance company under the applicable Blanket Insurance Premium Financing Arrangement, as applicable. In making any payment relating to the Tax and Insurance Impound Fund, Lender may do so according to any xxxx, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof unless with respect to the payment of Taxes and Other Charges, Lender has received from Borrower, not less than thirty (30) days prior to the date on which such Taxes and Other Charges become delinquent and prior to Lender’s payment thereof, notice that Borrower is contesting such Taxes and Other Charges pursuant to, and in accordance with, Section 31 hereof, in which case, provided no Event of Default has occurred and is continuing, Lender shall not pay such Taxes and Other Charges except in accordance with Section 31 hereof or until (a) Lender receives notice from Borrower or the applicable taxing or assessing authority that such contest is resolved, or (b) an Event of Default occurs. If the amount of the Tax and Insurance Impound Fund shall exceed the amounts which Lender reasonably estimates shall be due for Taxes and Insurance Premiums in the following 12 monthspursuant to paragraphs 3 and 5 hereof, Lender shall shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Impound Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Trust Property. If at any time Lender reasonably determines that the Tax and Insurance Impound Fund is not or will not be sufficient to pay the Taxes items set forth in (i) and Insurance Premiums as required herein(ii) above, Lender may shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes and/or expiration of the Policies, as the case may be. Until expended or applied as above provided, provided Borrower receives any amounts in the Tax and Insurance Impound Fund shall constitute additional security for the Debt. The Tax and Insurance Impound Fund shall not less than ten (10) days prior written notice of any such increaseconstitute a trust fund and may be commingled with other monies held by Lender. No The Tax and Insurance Impound Fund shall be held in an interest bearing account in Lender's name at a financial institution selected by Lender in its sole discretion. All earnings or interest on the Tax and Insurance Impound Fund shall be payable to Borrower. In the event Borrower notifies Lender that it has paid the Taxes to the appropriate public office notwithstanding the funds available in become part of the Tax and Insurance Impound Fund therefor, if and shall be disbursed in accordance with this paragraph 6(a). If Lender so elects at any time thereaftertime, Borrower shall provide, at Borrower’s 's expense, a tax service contract for the Term issued by a tax reporting agency acceptable to Lender. If Lender does not so elect, Borrower shall reimburse Lender for the cost of making annual tax searches throughout the Term. (b) Borrower shall pay to Lender on the date hereof the sum of Fifty-Nine Thousand Two Hundred Seventy-Two and 00/100 Dollars ($59,272) which shall be deposited with and held by Lender for repairs required to be made to the Trust Property on or prior to the date that is six (6) months from the date hereof, as such repairs are more particularly described on Exhibit C attached hereto ("DEFERRED MAINTENANCE FUND"). AMENDED AND RESTATED MORTGAGELender shall make disbursements from the Deferred Maintenance Fund as requested by Borrower, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 10 43412and approved by Lender in its sole discretion, no more frequently than once in any thirty (30) day period of no less than $1,000.00 upon delivery by Borrower of Lender's standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000.00 for a single item, conditional lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may issue joint checks payable to Borrower and the contractor or other person to whom payment is due with respect to any requested payment. Lender may require an inspection of the Trust Property at Borrower's expense prior to making a monthly disbursement in order to verify completion of repairs of items in excess of $50,000.00 for which reimbursement or payment is sought. The Deferred Maintenance Fund shall be held in an interest bearing account in Lender's name at a financial institution selected by Lender in its sole discretion. All earnings or interest on the Deferred Maintenance Fund shall be and become part of such Deferred Maintenance Fund and shall be disbursed as provided in this paragraph 6(b) Upon completion of the work set forth in Exhibit C attached hereto, provided no Event of Default is then continuing, Lender shall disburse to Borrower any and all funds remaining on deposit in the Deferred Maintenance Fund. Until expended, applied or released as above provided, the Deferred Maintenance Fund shall constitute additional security for the Debt. The Deferred Maintenance Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. (c) Subject to the provisions of paragraph 6(g) below, Borrower shall pay to Lender on the date hereof an amount equal to $1,531,445 (the "OUTSTANDING TENANT ALLOWANCE AMOUNT") which shall be deposited with and held by Lender for the tenant improvement and leasing commission obligations of Borrower (the "OUTSTANDING TENANT ALLOWANCE OBLIGATIONS") outstanding on the date hereof (as more particularly set forth on Exhibit D attached hereto) with respect to all space at the Trust Property other than the Xxxxxx Xxxx Space (the "OUTSTANDING TENANT ALLOWANCE ESCROW FUND"). Lender shall make disbursements from the Outstanding Tenant Allowance Escrow Fund for any Outstanding Tenant Allowance Obligations incurred by Borrower. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $1,000.00 upon delivery by Borrower of Lender's standard form of draw request accompanied by copies of invoices for the amounts requested for such Outstanding Tenant Allowance Obligations and, if required by Lender, for requests in excess of $550,000 (multiple payments made with respect to one tenant or contractor or other person shall be aggregated for such $550,000 limit), conditional lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may issue joint checks payable to Borrower and the contractor or other person to whom payment is due with respect to any requested payment. Lender may require an inspection of the Trust Property at Borrower's expense prior to making a monthly disbursement in order to verify completion of improvements for which reimbursement or payment is sought which costs in the aggregate in excess of $550,000. The Outstanding Tenant Allowance Escrow Fund shall be held in an interest bearing account in Lender's name at a financial institution selected by Lender in its sole discretion. All earnings or interest on the Outstanding Tenant Allowance Escrow Fund shall be and become part of such Outstanding Tenant Allowance Escrow Fund and shall be disbursed as provided in this paragraph 6(c). Upon payment in full of all Outstanding Tenant Allowance Obligations, provided no Event of Default is then continuing, Lender shall disburse to Borrower any and all funds remaining on deposit in the Outstanding Tenant Allowance Escrow Fund. Until expended, applied or released as above provided, the Outstanding Tenant Allowance Escrow Fund shall constitute additional security for the Debt. The Outstanding Tenant Allowance Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. (d) Subject to the provisions of paragraph 6(g) below, Borrower shall pay to Lender on the date hereof an amount equal to $15,827,393 (the "XXXXXX XXXX RESERVE AMOUNT") which shall be deposited with and held by Lender for the tenant improvement and leasing commission obligations of Borrower (the "XXXXXX XXXX TI/LC OBLIGATIONS") outstanding on the date hereof with respect to the Xxxxxx Xxxx Space (the "XXXXXX XXXX ESCROW FUND"). For purposes hereof, "XXXXXX XXXX SPACE" shall mean that certain space located at the Trust Property consisting of approximately 268,268 rentable square feet located on floors 44-2053, inclusive, of the Improvements and demised under that certain Office Lease between Borrower (or its predecessor-in-interest) and Xxxxxx, Xxxx & Xxxxxxxx LLP (or its predecessor-in-interest), dated May 22, 1980, as amended by Amendment to Lease dated August 1, 1981, Amendment to Office Lease dated November 30, 1984, Second Amendment to Lease and Agreement Re Fifteenth Floor Additional Space dated April 1, 1988, Third Amendment to Lease and Agreement Re Fifteenth Floor Additional Space dated June 16, 0000, Xxxxxx Xxxxxxxxx to Lease and Agreement re: 38th and 39th Floor Additional Space dated August 1, 1989, Fifth Amendment to Office Lease dated June 19, 2001, Sixth Amendment to Office Lease dated as of August 26, 2002 and Seventh Amendment to Office Lease dated April 18, 2003. Lender shall make disbursements from the Xxxxxx Xxxx Escrow Fund for any Xxxxxx Xxxx TI/Continental TowersLC Obligations incurred by Borrower. Lender shall make disbursements as requested by Borrower on a monthly basis in increments of no less than $1,000.00 upon delivery by Borrower of Lender's standard form of draw request accompanied by copies of invoices for the amounts requested for such Xxxxxx Xxxx TI/LC Obligations and, if required by Lender, for requests in excess of $50,000 (multiple payments made with respect to one tenant or contractor or other person shall be aggregated for such $50,000 limit), conditional lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may issue joint checks payable to Borrower and the contractor or other person to whom payment is due with respect to any requested payment. Lender may require an inspection of the Trust Property at Borrower's expense prior to making a monthly disbursement in order to verify completion of improvements for which reimbursement or payment is sought which costs in the aggregate in excess of $50,000. The Xxxxxx Xxxx Escrow Fund shall be held in an interest bearing account in Lender's name at a financial institution selected by Lender in its sole discretion. All earnings or interest on the Xxxxxx Xxxx Escrow Fund shall be and become part of such Xxxxxx Xxxx Escrow Fund and shall be disbursed as provided in this paragraph 6(d). Upon payment in full of all Xxxxxx Xxxx TI/LC Obligations, provided no Event of Default is then continuing, Lender shall disburse to Borrower any and all funds remaining on deposit in the Xxxxxx Xxxx Escrow Fund. Until expended, applied or released as above provided, the Xxxxxx Xxxx Escrow Fund shall constitute additional security for the Debt. The Xxxxxx Xxxx Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender.

Tax and Insurance Impound Fund. DEFERRED MAINTENANCE ESCROW FUND; US BANCORP ESCROW FUND; OUTSTANDING TENANT ALLOWANCE ESCROW FUND; REPLACEMENT/LEASING ESCROW FUND. (a) Borrower shall pay to Lender (i) (A) with respect to Taxes that are required to be paid prior to December 10, 2003 (which date is the last date prior to which any interest, late fees or penalties would commence accruing with respect to Taxes due and payable on November 1, 2003), on the “date hereof an amount equal to $1,059,009 and on each Payment Date” Date (as defined in the Note) up to and including the Payment Date occurring in November, 2003, an amount equal to $264,752 and (B) on each calendar month Payment Date from and after the Payment Date occurring in December, 2003, one-twelfth of the amount of Taxes and Insurance Premiums that Lender reasonably estimates will be payable during the next ensuing twelve (12) months. Borrower shall also months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their Delinquency Date, and (ii) (A) on the date hereof, an amount equal to $192,483 and (B) (1) for so long as the applicable Blanket Insurance Premium Financing Arrangement remains in full force and effect, on each Payment Date (as defined in the Note) the Financing Installment for the next occurring payment under the applicable Blanket Insurance Premium Financing Arrangement and/or (2) with respect to any Insurance Premiums not covered by a Blanket Insurance Premium Financing Arrangement, on each Payment Date (as defined in the Note) one-twelfth of the Insurance Premiums that Lender on demand, a sum of money which Lender reasonably estimates, together with such monthly deposits, estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to make each payment of Taxes and pay all such Insurance Premiums at least 30 thirty (30) days prior to the date expiration of the same becomes initially due. Funds paid to Lender pursuant to this provision, together with any additions thereto, may be Policies (said amounts in (i) and (ii) above hereinafter called the “Tax and Insurance Impound Fund”"TAX AND INSURANCE IMPOUND FUND"). Lender will apply the Tax and Insurance Impound Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections paragraphs 3 and 5 hereofhereof and/or to payments due to the applicable finance company under the applicable Blanket Insurance Premium Financing Arrangement, as applicable. In making any payment relating to the Tax and Insurance Impound Fund, Lender may do so according to any xxxxbill, statement or estimate procured from the appropriate public office offxxx (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such xxxxbill, statement or estimate or into the validity of any tax, assessmentassessmxxx, sale, forfeiture, tax lien or title or claim thereof unless with respect to the payment of Taxes and Other Charges, Lender has received from Borrower, not less than thirty (30) days prior to the date on which such Taxes and Other Charges become delinquent and prior to Lender’s payment thereof, notice that Borrower is contesting such Taxes and Other Charges pursuant to, and in accordance with, Section 31 hereof, in which case, provided no Event of Default has occurred and is continuing, Lender shall not pay such Taxes and Other Charges except in accordance with Section 31 hereof or until (a) Lender receives notice from Borrower or the applicable taxing or assessing authority that such contest is resolved, or (b) an Event of Default occurs. If the amount of the Tax and Insurance Impound Fund shall exceed the amounts which Lender reasonably estimates shall be due for Taxes and Insurance Premiums in the following 12 monthspursuant to paragraphs 3 and 5 hereof, Lender shall shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Impound Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Trust Property. If at any time Lender reasonably determines that the Tax and Insurance Impound Fund is not or will not be sufficient to pay the Taxes items set forth in (i) and Insurance Premiums as required herein(ii) above, Lender may shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes and/or expiration of the Policies, as the case may be. Until expended or applied as above provided, provided Borrower receives any amounts in the Tax and Insurance Impound Fund shall constitute additional security for the Debt. The Tax and Insurance Impound Fund shall not less than ten (10) days prior written notice of any such increaseconstitute a trust fund and may be commingled with other monies held by Lender. No The Tax and Insurance Impound Fund shall be held in an interest bearing account in Lender's name at a financial institution selected by Lender in its sole discretion. All earnings or interest on the Tax and Insurance Impound Fund shall be payable to Borrower. In the event Borrower notifies Lender that it has paid the Taxes to the appropriate public office notwithstanding the funds available in become part of the Tax and Insurance Impound Fund therefor, if and shall be disbursed in accordance with this paragraph 6(a). If Lender so elects at any time thereaftertime, Borrower shall provide, at Borrower’s 's expense, a tax service contract for the Term issued by a tax reporting agency acceptable to Lender. If Lender does not so elect, Borrower shall reimburse Lender for the cost of making annual tax searches throughout the Term. (b) Borrower shall pay to Lender on the date hereof the sum of Six Thousand Two Hundred Fifty and No/100 Dollars ($6,250.00) which shall be deposited with and held by Lender for repairs required to be made to the Trust Property on or prior to the date that is twelve (12) months from the date hereof, as such repairs are more particularly described on Exhibit C attached hereto ("DEFERRED MAINTENANCE FUND"). AMENDED AND RESTATED MORTGAGELender shall make disbursements from the Deferred Maintenance Fund as requested by Borrower, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 10 43412-20and approved by Lender in its sole discretion, no more frequently than once in any thirty (30) day period of no less than $1,000.00 upon delivery by Borrower of Lender's standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000.00 for a single item, conditional lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may issue joint checks payable to Borrower and the contractor or other person to whom payment is due with respect to any requested payment. Lender may require an inspection of the Trust Property at Borrower's expense prior to making a monthly disbursement in order to verify completion of repairs of items in excess of $50,000.00 for which reimbursement or payment is sought. The Deferred Maintenance Fund shall be held in an interest bearing account in Lender's name at a financial institution selected by Lender in its sole discretion. All earnings or interest on the Deferred Maintenance Fund shall be and become part of such Deferred Maintenance Fund and shall be disbursed as provided in this paragraph 6(b) Upon completion of the work set forth in Exhibit C attached hereto, provided no Event of Default is then continuing, Lender shall disburse to Borrower any and all funds remaining on deposit in the Deferred Maintenance Fund. Until expended, applied or released as above provided, the Deferred Maintenance Fund shall constitute additional security for the Debt. The Deferred Maintenance Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. (c) Subject to the provisions of paragraph 6(g) below, Borrower shall pay to Lender on the date hereof an amount equal to $8,435,154 (the "UPFRONT US BANCORP RESERVE AMOUNT") which shall be deposited with and held by Lender for the tenant improvement and leasing commission obligations of Borrower (the "US BANCORP TI/Continental TowersLC OBLIGATIONS") outstanding on the date hereof with respect to the US Bancorp Space (the "US BANCORP ESCROW FUND"). In addition to the Upfront US Bancorp Reserve Amount, Borrower shall deposit the following amounts into the US Bancorp Escrow Fund: (i) on each Payment Date from and including April 1, 2004 up to and including March 1, 2005, all Excess Cash Flow (as defined in the Note), but only until such time as there has been deposited in the US Bancorp Escrow Fund an additional amount of $1,134,928 for such period from and after April 1, 2004; and (ii) on each Payment Date from and including January 1, 2006 up to and including December 1, 2006, all Excess Cash Flow (as defined in the Note), but only until such time as there has been deposited in the US Bancorp Escrow Fund an additional amount of $1,659,928 for such period from and after January 1, 2006 (the foregoing deposits set forth in clauses (i) and (ii) above, together with the Upfront US Bancorp Reserve Amount, are hereinafter referred to as the "US BANCORP RESERVE AMOUNT"). Notwithstanding the foregoing, a portion of the US Bancorp Reserve

Tax and Insurance Impound Fund. Borrower shall pay to Lender on the “"Payment Date” " (as defined in the Note) in each calendar month one-twelfth of the amount of Taxes and Insurance Premiums that Lender reasonably estimates will be payable during the next ensuing twelve (12) months. Borrower shall also pay to Lender on demand, a sum of money which Lender reasonably estimates, together with such monthly deposits, will be sufficient to make each payment of Taxes and Insurance Premiums at least 30 days prior to the date the same MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 9 becomes initially due. Funds paid to Lender pursuant to this provision, together with any additions thereto, may be hereinafter called the “"Tax and Insurance Impound Fund”". Lender will apply the Tax and Insurance Impound Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3 and 5 hereof. In making any payment relating to the Tax and Insurance Impound Fund, Lender may do so according to any xxxx, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof unless with respect to the payment of Taxes and Other Charges, Lender has received from Borrower, not less than thirty (30) days prior to the date on which such Taxes and Other Charges become delinquent and prior to Lender’s 's payment thereof, notice that Borrower is contesting such Taxes and Other Charges pursuant to, and in accordance with, Section 31 hereof, in which case, provided no Event of Default has occurred and is continuing, Lender shall not pay such Taxes and Other Charges except in accordance with Section 31 hereof or until (a) Lender receives notice from Borrower or the applicable taxing or assessing authority that such contest is resolved, or (b) an Event of Default occurs. If the amount of the Tax and Insurance Impound Fund shall exceed the amounts which Lender reasonably estimates shall be due for Taxes and Insurance Premiums in the following 12 months, Lender shall return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Impound Fund. If at any time Lender reasonably determines that the Tax and Insurance Impound Fund is not or will not be sufficient to pay the Taxes and Insurance Premiums as required herein, Lender may notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes and/or expiration of the Policies, as the case may be, provided Borrower receives not less than ten (10) days prior written notice of any such increase. No earnings or interest on the Tax and Insurance Impound Fund shall be payable to Borrower. In the event Borrower notifies Lender that it has paid the Taxes to the appropriate public office notwithstanding the funds available in the Tax and Insurance Impound Fund therefor, if Lender so elects at any time thereafter, Borrower shall provide, at Borrower’s 's expense, a tax service contract for the Term issued by a tax reporting agency acceptable to Lender. If Lender does not so elect, Borrower shall reimburse Lender for the cost of making annual tax searches throughout the Term. AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 10 43412-20/Continental Towers.

Tax and Insurance Impound Fund. DEFERRED MAINTENANCE ESCROW FUND; US BANCORP ESCROW FUND; OUTSTANDING TENANT ALLOWANCE ESCROW FUND; REPLACEMENT/LEASING ESCROW FUND. (a) Borrower shall pay to Lender (i) (A) with respect to Taxes that are required to be paid prior to December 10, 2003 (which date is the last date prior to which any interest, late fees or penalties would commence accruing with respect to Taxes due and payable on November 1, 2003), on the “date hereof an amount equal to $1,059,009 and on each Payment Date” Date (as defined in the Note) up to and including the Payment Date occurring in November, 2003, an amount equal to $264,752 and (B) on each calendar month Payment Date from and after the Payment Date occurring in December, 2003, one-twelfth of the amount of Taxes and Insurance Premiums that Lender reasonably estimates will be payable during the next ensuing twelve (12) months. Borrower shall also months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their Delinquency Date, and (ii)(A) on the date hereof, an amount equal to $192,483 and (B)(1) for so long as the applicable Blanket Insurance Premium Financing Arrangement remains in full force and effect, on each Payment Date (as defined in the Note) the Financing Installment for the next occurring payment under the applicable Blanket Insurance Premium Financing Arrangement and/or (2) with respect to any Insurance Premiums not covered by a Blanket Insurance Premium Financing Arrangement, on each Payment Date (as defined in the Note) one-twelfth of the Insurance Premiums that Lender on demand, a sum of money which Lender reasonably estimates, together with such monthly deposits, estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to make each payment of Taxes and pay all such Insurance Premiums at least 30 thirty (30) days prior to the date expiration of the same becomes initially due. Funds paid to Lender pursuant to this provision, together with any additions thereto, may be Policies (said amounts in (i) and (ii) above hereinafter called the “Tax and Insurance Impound Fund”"TAX AND INSURANCE IMPOUND FUND"). Lender will apply the Tax and Insurance Impound Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections paragraphs 3 and 5 hereofhereof and/or to payments due to the applicable finance company under the applicable Blanket Insurance Premium Financing Arrangement, as applicable. In making any payment relating to the Tax and Insurance Impound Fund, Lender may do so according to any xxxx, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof unless with respect to the payment of Taxes and Other Charges, Lender has received from Borrower, not less than thirty (30) days prior to the date on which such Taxes and Other Charges become delinquent and prior to Lender’s payment thereof, notice that Borrower is contesting such Taxes and Other Charges pursuant to, and in accordance with, Section 31 hereof, in which case, provided no Event of Default has occurred and is continuing, Lender shall not pay such Taxes and Other Charges except in accordance with Section 31 hereof or until (a) Lender receives notice from Borrower or the applicable taxing or assessing authority that such contest is resolved, or (b) an Event of Default occurs. If the amount of the Tax and Insurance Impound Fund shall exceed the amounts which Lender reasonably estimates shall be due for Taxes and Insurance Premiums in the following 12 monthspursuant to paragraphs 3 and 5 hereof, Lender shall shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Impound Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Trust Property. If at any time Lender reasonably determines that the Tax and Insurance Impound Fund is not or will not be sufficient to pay the Taxes items set forth in (i) and Insurance Premiums as required herein(ii) above, Lender may shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes and/or expiration of the Policies, as the case may be. Until expended or applied as above provided, provided Borrower receives any amounts in the Tax and Insurance Impound Fund shall constitute additional security for the Debt. The Tax and Insurance Impound Fund shall not less than ten (10) days prior written notice of any such increaseconstitute a trust fund and may be commingled with other monies held by Lender. No The Tax and Insurance Impound Fund shall be held in an interest bearing account in Lender's name at a financial institution selected by Lender in its sole discretion. All earnings or interest on the Tax and Insurance Impound Fund shall be payable to Borrower. In the event Borrower notifies Lender that it has paid the Taxes to the appropriate public office notwithstanding the funds available in become part of the Tax and Insurance Impound Fund therefor, if and shall be disbursed in accordance with this paragraph 6(a). If Lender so elects at any time thereaftertime, Borrower shall provide, at Borrower’s 's expense, a tax service contract for the Term issued by a tax reporting agency acceptable to Lender. If Lender does not so elect, Borrower shall reimburse Lender for the cost of making annual tax searches throughout the Term. (b) Borrower shall pay to Lender on the date hereof the sum of Six Thousand Two Hundred Fifty and No/100 Dollars ($6,250.00) which shall be deposited with and held by Lender for repairs required to be made to the Trust Property on or prior to the date that is twelve (12) months from the date hereof, as such repairs are more particularly described on Exhibit C attached hereto ("DEFERRED MAINTENANCE FUND"). AMENDED AND RESTATED MORTGAGELender shall make disbursements from the Deferred Maintenance Fund as requested by Borrower, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT - Page 10 43412-20and approved by Lender in its sole discretion, no more frequently than once in any thirty (30) day period of no less than $1,000.00 upon delivery by Borrower of Lender's standard form of draw request accompanied by copies of invoices for the amounts requested and, if required by Lender for requests in excess of $50,000.00 for a single item, conditional lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may issue joint checks payable to Borrower and the contractor or other person to whom payment is due with respect to any requested payment. Lender may require an inspection of the Trust Property at Borrower's expense prior to making a monthly disbursement in order to verify completion of repairs of items in excess of $50,000.00 for which reimbursement or payment is sought. The Deferred Maintenance Fund shall be held in an interest bearing account in Lender's name at a financial institution selected by Lender in its sole discretion. All earnings or interest on the Deferred Maintenance Fund shall be and become part of such Deferred Maintenance Fund and shall be disbursed as provided in this paragraph 6(b) Upon completion of the work set forth in Exhibit C attached hereto, provided no Event of Default is then continuing, Lender shall disburse to Borrower any and all funds remaining on deposit in the Deferred Maintenance Fund. Until expended, applied or released as above provided, the Deferred Maintenance Fund shall constitute additional security for the Debt. The Deferred Maintenance Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. (c) Subject to the provisions of paragraph 6(g) below, Borrower shall pay to Lender on the date hereof an amount equal to $5,999,993 (the "UPFRONT US BANCORP RESERVE AMOUNT") which shall be deposited with and held by Lender for the tenant improvement and leasing commission obligations of Borrower (the "US BANCORP TI/Continental TowersLC OBLIGATIONS") outstanding on the date hereof with respect to the US Bancorp Space (the "US BANCORP ESCROW FUND"). In addition to the Upfront US Bancorp Reserve Amount, Borrower shall deposit the following amounts into the US Bancorp Escrow Fund: (i) on each Payment Date from and including April 1, 2004 up to and including March 1, 2005, all Excess Cash Flow (as defined in the Note), but only until such time as there has been deposited in the US Bancorp Escrow Fund an additional amount of $1,134,928 for such period from and after April 1, 2004; and (ii) on each Payment Date from and including January 1, 2006 up to and including December 1, 2006, all Excess Cash Flow (as defined in the Note), but only until such time as there has been deposited in the US Bancorp Escrow Fund an additional amount of $1,659,928 for such period from and after January 1, 2006 (the foregoing deposits set forth in clauses (i) and (ii) above, together with the Upfront US Bancorp Reserve Amount, are hereinafter referred to as the "US BANCORP RESERVE AMOUNT"). Notwithstanding the foregoing, a portion of the US Bancorp Reserve