Common use of TI and Leasing Reserve Account Clause in Contracts

TI and Leasing Reserve Account. (a) Borrower shall deposit, or cause to be deposited into the TI and Leasing Reserve Account, immediately after Borrower's receipt thereof, an amount equal to any Surrender Fee(s) (as defined in the Citibank Lease) received by Borrower pursuant to the Citibank Lease (any amount on deposit in the TI and Leasing Reserve Account, the "TI and Leasing Reserve Amount") and the same shall be held by Cash Management Bank on Lender's behalf as additional security for the Loan and disbursed in accordance with this Section 16.1 and Section 3.1. (b) Provided that no Monetary Default or Event of Default shall have occurred and be continuing, Lender shall make disbursements from the TI and Leasing Reserve Account to Borrower from time to time, but not more than once during each calendar month, to pay for costs (collectively, "TI and Leasing Costs") incurred by Borrower for (A) tenant improvements or allowances ("TI Work") required under any New Lease or Lease Modification demising any Surrender Space (as defined in the Citibank Lease), provided that with respect to any such New Lease or Lease Modification, as applicable, each such New Lease or Lease Modification complies with the terms and provisions of this Agreement and (B) leasing commissions (including any so-called "override" leasing commissions which may be due and then payable to any leasing or rental agent engaged by Borrower for the Property in the event that an agent other than such agent shall also be entitled to a leasing commission) incurred by Borrower in connection with any such New Lease or Lease Modification ("Leasing Commissions"), provided that, other than with respect to any commissions which are paid pursuant to any Management Agreement for which Lender's approval has been obtained, such leasing commissions and "override" leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property leased for which such leasing commission and "override" leasing commission is due, in each case in the manner provided herein. (c) As between Lender and Borrower, Borrower shall be obligated to fund directly to such Tenants or third parties, as the case may be, all TI and Leasing Costs in excess of sums available for disbursement from the TI and Leasing Reserve Account. (d) The obligation of Lender to make a disbursement from the TI and Leasing Reserve Account for TI and Leasing Costs shall be subject to the satisfaction of the following further conditions precedent before or concurrently with the date of such disbursement: (i) Borrower (or Manager) shall have delivered to Lender (if not previously delivered), without duplication (x) a certified copy of the fully executed New Lease or Lease Modification, as applicable, to which the applicable TI and Leasing Costs relate and (y) a certified copy of any related leasing, brokerage, fee or commission agreement entered into with respect thereto; (ii) Borrower shall have delivered to Lender, at least five (5) Business Days prior to the date of the proposed disbursement, an Officer's Certificate certifying (x) the amounts then due and payable for TI and Leasing Costs or which have been paid for TI and Leasing Commissions by or on behalf of Borrower and as to which no previous disbursement under this Section 16.1(d) has been made (together with an invoice for, or other reasonable evidence of, such amounts), (y) that all previously disbursed amounts have been paid in accordance with any prior certification and (z) that all conditions precedent to Borrower's obligation, as landlord, to fund Borrower's share of the cost of the portion in question of such tenant work have been satisfied by such Tenant or waived in good faith by Borrower; and (iii) no Monetary Default or Event of Default shall have occurred and is then continuing. (e) Provided that (i) no Event of Default shall have occurred and is then continuing, (ii) the Anticipated Repayment Date shall not have occurred, (iii) the Citibank Tenant shall have exercised its right to surrender any Surrender Space (as defined in the Citibank Lease) during the Tranche 1 Surrender Notice Period (as defined in the Citibank Lease) and (iv) Borrower shall have entered into Leases (which Leases have been consented to by Lender or comply with the terms of Section 8.8) with respect to which Tenants thereunder have commenced occupying at least ninety percent (90%) of such surrendered space, then any excess funds remaining in the TI and Leasing Reserve Account which relate solely to Surrender Fees (as defined in the Citibank Lease) payable in respect of the exercise of such rights shall be promptly released to Borrower (it being agreed that in no event shall the terms of this Section 16.1

TI and Leasing Reserve Account. (a) On the date hereof, a portion of the Loan in an amount equal to $4,208,747.81 (the TI AND LEASING RESERVE INITIAL AMOUNT and together with all other amounts subsequently deposited into the TI and Leasing Reserve Account, the TI AND LEASE RESERVE AMOUNT) has been advanced by Lender as part of the Indebtedness but has been deposited into the TI and Leasing Reserve Account in accordance with Section 3.1 and held by Cash Management Bank for the benefit of Lender as additional security for the Loan. In addition, in accordance with the time periods set forth in Section 3.1, commencing on and including the Payment Date in November 2003, Borrower shall deposit, or cause to be deposited into the TI and Leasing Reserve Account, immediately after Borrower's receipt thereof, an amount equal to any Surrender Fee(s) $100,000 during each month of the term of the Loan (as defined in the Citibank Lease) received by Borrower pursuant to the Citibank Lease (any amount on deposit in the MONTHLY TI and Leasing Reserve Account, the "TI and Leasing Reserve Amount"AND LEASING RESERVE AMOUNT) and the same shall be held by Cash Management Bank on Lender's behalf as additional security for the Loan and disbursed in accordance with this Section 16.1 and Section 3.1Loan. (b) Attached hereto as SCHEDULE III is a true, correct and complete schedule of executed Leases and the amount of unpaid (or unreimbursed) TI and Leasing Costs applicable to each such Lease set forth in said SCHEDULE III (each such Lease being a SCHEDULED LEASE). The TI and Leasing Reserve Initial Amount which is available for TI and Leasing Costs applicable to each Scheduled Lease shall be in the amount set forth in SCHEDULE III with respect to each Scheduled Lease. (c) Provided that no Monetary Default or Event of Default shall have occurred and be continuing, Lender shall make disbursements from the TI and Leasing Reserve Account (A) to Borrower from time to time, but not more than once during each calendar month, to pay or reimburse Borrower for costs (collectively, "TI and Leasing Costs"AND LEASING COSTS) incurred by Borrower for (A1)) tenant improvements or allowances ("TI Work") required under any Scheduled Lease, any New Lease or Lease Modification demising and any Surrender Space (as defined in the Citibank Future Lease), provided that with respect to any such New Lease or Lease ModificationFuture Lease, as applicable, each such New Lease or Future Lease Modification complies with the terms and provisions of this Agreement or is otherwise approved in writing by Lender and (B2) leasing commissions (including any so-called "override" leasing commissions which may be due and then payable to any leasing or rental agent engaged by Borrower for the Property in the event that an agent other than such agent shall also be entitled to a leasing commission) incurred by Borrower in connection with any such a Scheduled Lease (and unpaid), a New Lease or Lease Modification ("Leasing Commissions")a Future Lease, provided that, other than with respect to any commissions which are paid pursuant to any Management Agreement for which unless otherwise approved in writing by Lender's approval has been obtained, such leasing commissions and "override" leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property leased for which such leasing commission and "override" leasing commission is due, in each case in the manner provided hereinherein Notwithstanding anything to the contrary contained in this Section 16.3, in no event shall Lender disburse any portion of the TI and 104 Leasing Reserve Initial Amount for TI and Leasing Costs of any Scheduled Lease in excess of the amount set forth in SCHEDULE III. (cd) As between Lender and Borrower, Borrower shall be obligated to fund directly to such Tenants tenants or third parties, as the case may be, all TI and Leasing Costs in excess of sums available for disbursement from the TI and Leasing Reserve Account. (de) The obligation of Lender to make a disbursement from the TI and Leasing Reserve Account for TI and Leasing Costs shall be subject to the satisfaction of the following further conditions precedent before or concurrently with the date of such disbursement: (i) Borrower (or Manager) shall have delivered to Lender (if not previously delivered)Lender, without duplication (xi) a certified copy of the fully executed Scheduled Lease, New Lease or Lease ModificationFuture Lease, as applicable, to which the applicable TI and Leasing Costs relate relate; and (yii) a certified copy of any related leasing, brokerage, fee or commission agreement entered into with respect thereto; (ii) Borrower shall have delivered to Lender, at least five ten (510) Business Days prior to the date of the proposed disbursement, an Officer's Certificate certifying (xi) the amounts then due and payable for TI and Leasing Costs or which have been paid for TI Costs, and Leasing Commissions by or on behalf of Borrower and as to which no previous disbursement under this Section 16.1(d) has been made (together with an invoice for, or other reasonable evidence of, such amounts), (yii) that all previously disbursed amounts have been paid in accordance with any prior certification, together with reasonable supporting documentation that the TI and Leasing Costs to be funded with such disbursement are due and payable; (iii) Lender shall have received with respect to all previous disbursements funded for TI and Leasing Costs, documents required to be furnished by Tenants under their leases, together with either (A) lien waivers from each of the contractors which received the prior disbursement or (B) an Officer's Certificate reasonably satisfactory to Lender showing that all parties who might or could claim statutory or common law Liens and have furnished material, labor or brokerage services to the Property have been paid all amounts then due for labor, materials or brokerage services furnished to the Property; (iv) With respect to the final disbursement for costs associated with any capital improvement, Lender shall have received a new permanent or temporary certificate of occupancy for the portion of the Improvements covered by such capital improvement, if a certificate of occupancy is required by Legal Requirements, or a certification and by Borrower or a licensed architect that no said certificate of occupancy is required; (zv) Lender shall have received a certificate executed by Borrower stating that all conditions precedent to the Borrower's obligation, as landlord, to fund the Borrower's share of the cost of the portion in question of such tenant work have been satisfied by such Tenant or waived in good faith by BorrowerTenant; and (iiivi) no Monetary Default or Event of Default shall have occurred and is then continuing.. 105 (ef) On the date hereof, a portion of the Loan in an additional amount equal to $323,380 has been deposited into the TI and Leasing Reserve Account to cover certain prepaid rent listed on SCHEDULE VI. Provided that (i) no Monetary Default or Event of Default shall have occurred and is then continuing, (ii) the Anticipated Repayment Date Lender shall not have occurred, (iii) the Citibank Tenant shall have exercised its right to surrender any Surrender Space (as defined deposit in the Citibank Lease) during Holding Account on the Tranche 1 Surrender Notice Period (as defined in the Citibank Lease) and (iv) Borrower shall have entered into Leases (which Leases have been consented to by Lender or comply with the terms of Section 8.8) with respect to which Tenants thereunder have commenced occupying Payment Date next occurring after at least ninety percent ten (90%10) of such surrendered space, then any excess funds remaining in Business Days prior notice from Borrower the TI and Leasing Reserve Account applicable sums listed on SCHEDULE VI which relate solely to Surrender Fees (are certified by the Borrower as defined in being prepaid rent balances or portions thereof that are no longer maintained by the Citibank Lease) payable in respect of the exercise of such rights shall be promptly released to Borrower (it being agreed that in no event shall the terms of this Section 16.1applicable Tenants.

TI and Leasing Reserve Account. (a) On the Closing Date, a portion of the Loan in an amount equal to $0 (the TI and Leasing Reserve Initial Amount and together with all other amounts subsequently deposited into the TI and Leasing Reserve Account, the TI and Lease Reserve Amount) has been advanced by Lender as part of the Indebtedness but has been deposited into the TI and Leasing Reserve Account in accordance with Section 3.1 and held by Cash Management Bank for the benefit of Lender as additional security for the Loan. In addition, in accordance with the time periods set forth in Section 3.1, Borrower shall deposit, or cause to be deposited into the TI and Leasing Reserve Account, immediately after Borrower's receipt thereof, an amount equal to any Surrender Fee(s) $86,109.94 (as defined in the Citibank Lease) received by Borrower pursuant to the Citibank Lease (any amount on deposit in the TI and Leasing Reserve Account, the "Monthly TI and Leasing Reserve Amount") and the same shall to be held by Cash Management Bank on Lender's behalf as additional security for the Loan and disbursed in accordance with this Section 16.1 3.1 and Section 3.1the Account Agreement. (b) Provided that no Monetary Default or Event of Default shall have occurred and be continuing, Lender shall make disbursements from the TI and Leasing Reserve Account to Borrower from time to time, but not more than once during each calendar month, to pay for costs (collectively, "TI and Leasing Costs") incurred by Borrower for (A) tenant improvements or allowances ("TI Work") required under any Lease, any New Lease or and any Lease Modification demising any Surrender Space (as defined in the Citibank Lease)Modification, provided that with respect to any such New Lease or Lease Modification, as applicable, each such New Lease or Lease Modification complies with the terms and provisions of this Agreement and (B) leasing commissions (including any so-called "override" leasing commissions which may be due and then payable to any leasing or rental agent engaged by Borrower for the Property in the event that an agent other than such agent shall also be entitled to a leasing commission) incurred by Borrower in connection with any such a Lease (and unpaid), a New Lease or a Lease Modification ("Leasing Commissions")Modification, provided that, other than with respect to any commissions which are paid pursuant to any Management Agreement for which Lender's approval has been obtained, that such leasing commissions and "override" leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property leased for which such leasing commission and "override" leasing commission is due, in each case in the manner provided herein. (c) As between Lender and Borrower, Borrower shall be obligated to fund directly to such Tenants or third parties, as the case may be, all TI and Leasing Costs in excess of sums available for disbursement from the TI and Leasing Reserve Account. (d) The obligation of Lender to make a disbursement from the TI and Leasing Reserve Account for TI and Leasing Costs shall be subject to the satisfaction of the following further conditions precedent before or concurrently with the date of such disbursement: (i) Borrower (or Manager) shall have delivered to Lender (if not previously delivered)Lender, without duplication (x) a certified copy of the fully executed Lease, New Lease or Lease Modification, as applicable, to which the applicable TI and Leasing Costs relate and (y) a certified copy of any related leasing, brokerage, fee or commission agreement entered into with respect thereto; (ii) Borrower shall have delivered to Lender, at least five ten (510) Business Days prior to the date of the proposed disbursement, an Officer's Certificate attaching a true, correct and complete copy of the Lease, New Lease or Lease Modification, as applicable, to which the TI and Leasing Costs relate, and certifying (x) the amounts then due and payable for TI and Leasing Costs or which have been paid for TI and Leasing Commissions by or on behalf of Borrower and as to which no previous disbursement under this Section 16.1(d) has been made (together with an invoice for, or other reasonable evidence of, such amounts), (y) that all previously disbursed amounts have been paid in accordance with any prior certification, together with reasonable supporting documentation that the TI and Leasing Costs to be funded with such disbursement are due and payable and that payment was made of all TI and Leasing Costs funded by previous disbursements; (iii) Lender shall have received with respect to all previous disbursements funded for TI and Leasing Costs, documents required to be furnished by Tenants under their Leases, together with either (A) lien waivers from each of the contractors which received the prior disbursement or (B) an Officer's Certificate reasonably satisfactory to Lender showing that all parties who might or could claim statutory or common law Liens and have furnished material, labor or brokerage services to the Property have been paid all amounts then due for labor, materials or brokerage services furnished to the Property; (iv) With respect to the final disbursement for costs associated with any capital improvement, Lender shall have received a new permanent or temporary certificate of occupancy for the portion of the Improvements covered by such capital improvement, if a certificate of occupancy is required by Legal Requirements, or a certification and by Borrower or a licensed architect that no said certificate of occupancy is required; (zv) Lender shall have received a certificate executed by Borrower stating that all conditions precedent to the Borrower's obligation, as landlord, to fund the Borrower's share of the cost of the portion in question of such tenant work have been satisfied by such Tenant or waived in good faith by BorrowerTenant; (vi) Lender shall have received and approved an Officer's Certificate setting forth (A) the scope of the tenant work to be performed thereunder and (B) the aggregate cost of the II and Leasing Costs payable thereunder; and (iii) no Monetary Default or Event of Default shall have occurred and is then continuing. (e) Provided that (ivii) no Event of Default shall have occurred and is then continuing, (ii) the Anticipated Repayment Date shall not have occurred, (iii) the Citibank Tenant shall have exercised its right to surrender any Surrender Space (as defined in the Citibank Lease) during the Tranche 1 Surrender Notice Period (as defined in the Citibank Lease) and (iv) Borrower shall have entered into Leases (which Leases have been consented to by Lender or comply with the terms of Section 8.8) with respect to which Tenants thereunder have commenced occupying at least ninety percent (90%) of such surrendered space, then any excess funds remaining in the TI and Leasing Reserve Account which relate solely to Surrender Fees (as defined in the Citibank Lease) payable in respect of the exercise of such rights shall be promptly released to Borrower (it being agreed that in no event shall the terms of this Section 16.1.

TI and Leasing Reserve Account. (a) On the Closing Date, a portion of the Loan in an amount equal to $0 (the TI and Leasing Reserve Initial Amount and together with all other amounts subsequently deposited into the TI and Leasing Reserve Account, the TI and Lease Reserve Amount) has been advanced by Lender as part of the Indebtedness but has been deposited into the TI and Leasing Reserve Account in accordance with Section 3.1 and held by Cash Management Bank for the benefit of Lender as additional security for the Loan. In addition, in accordance with the time periods set forth in Section 3.1, Borrower shall deposit, or cause to be deposited into the TI and Leasing Reserve Account, immediately after Borrower's receipt thereof, an amount equal to any Surrender Fee(s) $86,109.94 (as defined in the Citibank Lease) received by Borrower pursuant to the Citibank Lease (any amount on deposit in the TI and Leasing Reserve Account, the "Monthly TI and Leasing Reserve Amount") and the same shall to be held by Cash Management Bank on Lender's ’s behalf as additional security for the Loan and disbursed in accordance with this Section 16.1 3.1 and Section 3.1the Account Agreement. (b) Provided that no Monetary Default or Event of Default shall have occurred and be continuing, Lender shall make disbursements from the TI and Leasing Reserve Account to Borrower from time to time, but not more than once during each calendar month, to pay for costs (collectively, "TI and Leasing Costs") incurred by Borrower for (A) tenant improvements or allowances ("TI Work") required under any Lease, any New Lease or and any Lease Modification demising any Surrender Space (as defined in the Citibank Lease)Modification, provided that with respect to any such New Lease or Lease Modification, as applicable, each such New Lease or Lease Modification complies with the terms and provisions of this Agreement and (B) leasing commissions (including any so-called "“override" ” leasing commissions which may be due and then payable to any leasing or rental agent engaged by Borrower for the Property in the event that an agent other than such agent shall also be entitled to a leasing commission) incurred by Borrower in connection with any such a Lease (and unpaid), a New Lease or a Lease Modification ("Leasing Commissions")Modification, provided that, other than with respect to any commissions which are paid pursuant to any Management Agreement for which Lender's approval has been obtained, that such leasing commissions and "“override" ” leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property leased for which such leasing commission and "“override" ” leasing commission is due, in each case in the manner provided herein. (c) As between Lender and Borrower, Borrower shall be obligated to fund directly to such Tenants or third parties, as the case may be, all TI and Leasing Costs in excess of sums available for disbursement from the TI and Leasing Reserve Account. (d) The obligation of Lender to make a disbursement from the TI and Leasing Reserve Account for TI and Leasing Costs shall be subject to the satisfaction of the following further conditions precedent before or concurrently with the date of such disbursement: (i) Borrower (or Manager) shall have delivered to Lender (if not previously delivered)Lender, without duplication (x) a certified copy of the fully executed Lease, New Lease or Lease Modification, as applicable, to which the applicable TI and Leasing Costs relate and (y) a certified copy of any related leasing, brokerage, fee or commission agreement entered into with respect thereto; (ii) Borrower shall have delivered to Lender, at least five ten (510) Business Days prior to the date of the proposed disbursement, an Officer's ’s Certificate attaching a true, correct and complete copy of the Lease, New Lease or Lease Modification, as applicable, to which the TI and Leasing Costs relate, and certifying (x) the amounts then due and payable for TI and Leasing Costs or which have been paid for TI and Leasing Commissions by or on behalf of Borrower and as to which no previous disbursement under this Section 16.1(d) has been made (together with an invoice for, or other reasonable evidence of, such amounts), (y) that all previously disbursed amounts have been paid in accordance with any prior certification, together with reasonable supporting documentation that the TI and Leasing Costs to be funded with such disbursement are due and payable and that payment was made of all TI and Leasing Costs funded by previous disbursements; (iii) Lender shall have received with respect to all previous disbursements funded for TI and Leasing Costs, documents required to be furnished by Tenants under their Leases, together with either (A) lien waivers from each of the contractors which received the prior disbursement or (B) an Officer’s Certificate reasonably satisfactory to Lender showing that all parties who might or could claim statutory or common law Liens and have furnished material, labor or brokerage services to the Property have been paid all amounts then due for labor, materials or brokerage services furnished to the Property; (iv) With respect to the final disbursement for costs associated with any capital improvement, Lender shall have received a new permanent or temporary certificate of occupancy for the portion of the Improvements covered by such capital improvement, if a certificate of occupancy is required by Legal Requirements, or a certification and by Borrower or a licensed architect that no said certificate of occupancy is required; (zv) Lender shall have received a certificate executed by Borrower stating that all conditions precedent to the Borrower's ’s obligation, as landlord, to fund the Borrower's ’s share of the cost of the portion in question of such tenant work have been satisfied by such Tenant or waived in good faith by BorrowerTenant; (vi) Lender shall have received and approved an Officer’s Certificate setting forth (A) the scope of the tenant work to be performed thereunder and (B) the aggregate cost of the TI and Leasing Costs payable thereunder; and (iii) no Monetary Default or Event of Default shall have occurred and is then continuing. (e) Provided that (ivii) no Event of Default shall have occurred and is then continuing, (ii) the Anticipated Repayment Date shall not have occurred, (iii) the Citibank Tenant shall have exercised its right to surrender any Surrender Space (as defined in the Citibank Lease) during the Tranche 1 Surrender Notice Period (as defined in the Citibank Lease) and (iv) Borrower shall have entered into Leases (which Leases have been consented to by Lender or comply with the terms of Section 8.8) with respect to which Tenants thereunder have commenced occupying at least ninety percent (90%) of such surrendered space, then any excess funds remaining in the TI and Leasing Reserve Account which relate solely to Surrender Fees (as defined in the Citibank Lease) payable in respect of the exercise of such rights shall be promptly released to Borrower (it being agreed that in no event shall the terms of this Section 16.1.

TI and Leasing Reserve Account. (a) On the Closing Date, a portion of the Loan in an amount equal to $0 (the TI and Leasing Reserve Initial Amount and together with all other amounts subsequently deposited into the TI and Leasing Reserve Account, the TI and Lease Reserve Amount) has been advanced by Lender as part of the Indebtedness but has been deposited into the TI and Leasing Reserve Account in accordance with Section 3.1 and held by Cash Management Bank for the benefit of Lender as additional security for the Loan. In addition, in accordance with the time periods set forth in Section 3.1, Borrower shall deposit, or cause to be deposited into the TI and Leasing Reserve Account, immediately after Borrower's receipt thereof, an amount equal to any Surrender Fee(s) $102,982.67 (as defined in the Citibank Lease) received by Borrower pursuant to the Citibank Lease (any amount on deposit in the TI and Leasing Reserve Account, the "Monthly TI and Leasing Reserve Amount") and the same shall to be held by Cash Management Bank on Lender's behalf as additional security for the Loan and disbursed in accordance with this Section 16.1 3.1 and Section 3.1the Account Agreement. (b) Provided that no Monetary Default or Event of Default shall have occurred and be continuing, Lender shall make disbursements from the TI and Leasing Reserve Account to Borrower from time to time, but not more than once during each calendar month, to pay for costs (collectively, "TI and Leasing Costs") incurred by Borrower for (A) tenant improvements or allowances ("TI Work") required under any Lease, any New Lease or and any Lease Modification demising any Surrender Space (as defined in the Citibank Lease)Modification, provided that with respect to any such New Lease or Lease Modification, as applicable, each such New Lease or Lease Modification complies with the terms and provisions of this Agreement and (B) leasing commissions (including any so-called "override" leasing commissions which may be due and then payable to any leasing or rental agent engaged by Borrower for the Property in the event that an agent other than such agent shall also be entitled to a leasing commission) incurred by Borrower in connection with any such a Lease (and unpaid), a New Lease or a Lease Modification ("Leasing Commissions")Modification, provided that, other than with respect to any commissions which are paid pursuant to any Management Agreement for which Lender's approval has been obtained, that such leasing commissions and "override" leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property leased for which such leasing commission and "override" leasing commission is due, in each case in the manner provided herein. (c) As between Lender and Borrower, Borrower shall be obligated to fund directly to such Tenants or third parties, as the case may be, all TI and Leasing Costs in excess of sums available for disbursement from the TI and Leasing Reserve Account. (d) The obligation of Lender to make a disbursement from the TI and Leasing Reserve Account for TI and Leasing Costs shall be subject to the satisfaction of the following further conditions precedent before or concurrently with the date of such disbursement: (i) Borrower (or Manager) shall have delivered to Lender (if not previously delivered)Lender, without duplication (x) a certified copy of the fully executed Lease, New Lease or Lease Modification, as applicable, to which the applicable TI and Leasing Costs relate and (y) a certified copy of any related leasing, brokerage, fee or commission agreement entered into with respect thereto; (ii) Borrower shall have delivered to Lender, at least five ten (510) Business Days prior to the date of the proposed disbursement, an Officer's Certificate attaching a true, correct and complete copy of the Lease, New Lease or Lease Modification, as applicable, to which the TI and Leasing Costs relate, and certifying (x) the amounts then due and payable for TI and Leasing Costs or which have been paid for TI and Leasing Commissions by or on behalf of Borrower and as to which no previous disbursement under this Section 16.1(d) has been made (together with an invoice for, or other reasonable evidence of, such amounts), (y) that all previously disbursed amounts have been paid in accordance with any prior certification, together with reasonable supporting documentation that the TI and Leasing Costs to be funded with such disbursement are due and payable and that payment was made of all TI and Leasing Costs funded by previous disbursements; (iii) Lender shall have received with respect to all previous disbursements funded for TI and Leasing Costs, documents required to be furnished by Tenants under their Leases, together with either (A) lien waivers from each of the contractors which received the prior disbursement or (B) an Officer's Certificate reasonably satisfactory to Lender showing that all parties who might or could claim statutory or common law Liens and have furnished material, labor or brokerage services to the Property have been paid all amounts then due for labor, materials or brokerage services furnished to the Property; (iv) With respect to the final disbursement for costs associated with any capital improvement, Lender shall have received a new permanent or temporary certificate of occupancy for the portion of the Improvements covered by such capital improvement, if a certificate of occupancy is required by Legal Requirements, or a certification and by Borrower or a licensed architect that no said certificate of occupancy is required; (zv) Lender shall have received a certificate executed by Borrower stating that all conditions precedent to the Borrower's obligation, as landlord, to fund the Borrower's share of the cost of the portion in question of such tenant work have been satisfied by such Tenant or waived in good faith by BorrowerTenant; (vi) Lender shall have received and approved an Officer's Certificate setting forth (A) the scope of the tenant work to be performed thereunder and (B) the aggregate cost of the TI and Leasing Costs payable thereunder; and (iii) no Monetary Default or Event of Default shall have occurred and is then continuing. (e) Provided that (ivii) no Event of Default shall have occurred and is then continuing, (ii) the Anticipated Repayment Date shall not have occurred, (iii) the Citibank Tenant shall have exercised its right to surrender any Surrender Space (as defined in the Citibank Lease) during the Tranche 1 Surrender Notice Period (as defined in the Citibank Lease) and (iv) Borrower shall have entered into Leases (which Leases have been consented to by Lender or comply with the terms of Section 8.8) with respect to which Tenants thereunder have commenced occupying at least ninety percent (90%) of such surrendered space, then any excess funds remaining in the TI and Leasing Reserve Account which relate solely to Surrender Fees (as defined in the Citibank Lease) payable in respect of the exercise of such rights shall be promptly released to Borrower (it being agreed that in no event shall the terms of this Section 16.1.

TI and Leasing Reserve Account. (a) In accordance with the time periods set forth in Section 3.1, Borrower shall deposit, or cause to be deposited into the TI and Leasing Reserve Account, immediately after Borrower's receipt thereof, an amount equal to any Surrender Fee(s) $40,705 with respect to the Ardenwood Corporate Park Property (as defined in the Citibank Lease) received by Borrower pursuant Security Instrument), $19,095 with respect to the Citibank Lease 0000 Xxxxx Xxxxx Property (any amount on deposit as defined in the TI Security Instrument) and Leasing Reserve Account$13,694 with respect to the 0000 Xxxxx Xxxx Property (as defined in the Security Instrument) (collectively, the "Monthly TI and Leasing Reserve Amount") and the same shall be held by Cash Management Bank on Lender's ’s behalf as additional security for the Loan Loan. Notwithstanding the foregoing, provided that the base Rent collected from Tenants on a quarterly basis as reflected in the quarterly reports delivered to Lender pursuant to Section 11.2.1 is greater than or equal to (i) $1,487,941 for the Ardenwood Corporate Park Property, (ii) $786,586 for the 0000 Xxxxx Xxxxx Property, and disbursed in accordance (iii) $304,313 for the 0000 Xxxxx Xxxx Property, Borrower shall not be required to deposit the Monthly TI and Leasing Reserve Amount with this Section 16.1 respect to such Individual Property into the TI and Section 3.1Leasing Reserve Account. (b) Provided that no Monetary Default or Event of Default shall have occurred and be continuing, Lender shall make disbursements from the TI and Leasing Reserve Account to Borrower from time to time, but not more than once during each calendar month, to pay for costs (collectively, "TI and Leasing Costs") incurred by Borrower for (A) tenant improvements or allowances ("TI Work") required under any Lease, any New Lease or and any Lease Modification demising any Surrender Space (as defined in the Citibank Lease)Modification, provided that with respect to any such New Lease or Lease Modification, as applicable, each such New Lease or Lease Modification complies with the terms and provisions of this Agreement and (B) leasing commissions (including any so-called "“override" ” leasing commissions which may be due and then payable to any leasing or rental agent engaged by Borrower for the Property in the event that an agent other than such agent shall also be entitled to a leasing commission) incurred by Borrower in connection with any such a Lease (and unpaid), a New Lease or a Lease Modification ("Leasing Commissions")Modification, provided that, other than with respect to any commissions which are paid pursuant to any Management Agreement for which Lender's approval has been obtained, that such leasing commissions and "“override" ” leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property leased for which such leasing commission and "“override" ” leasing commission is due, in each case in the manner provided herein. (c) As between Lender and Borrower, Borrower shall be obligated to fund directly to such Tenants or third parties, as the case may be, all TI and Leasing Costs in excess of sums available for disbursement from the TI and Leasing Reserve Account. (d) The obligation of Lender to make a disbursement from the TI and Leasing Reserve Account for TI and Leasing Costs shall be subject to the satisfaction of the following further conditions precedent before or concurrently with the date of such disbursement: (i) Borrower (or Manager) shall have delivered to Lender (if not previously delivered)Lender, without duplication (x) a certified copy of the fully executed Lease, New Lease or Lease Modification, as applicable, to which the applicable TI and Leasing Costs relate and (y) a certified copy of any related leasing, brokerage, fee or commission agreement entered into with respect thereto; (ii) Borrower shall have delivered to Lender, at least five ten (510) Business Days prior to the date of the proposed disbursement, an Officer's ’s Certificate attaching a true, correct and complete copy of the Lease, New Lease or Lease Modification, as applicable, to which the TI and Leasing Costs relate, and certifying (x) the amounts then due and payable for TI and Leasing Costs or which have been paid for TI and Leasing Commissions by or on behalf of Borrower and as to which no previous disbursement under this Section 16.1(d) has been made (together with an invoice for, or other reasonable evidence of, such amounts), (y) that all previously disbursed amounts have been paid in accordance with any prior certification, together with reasonable supporting documentation that the TI and Leasing Costs to be funded with such disbursement are due and payable and that payment was made of all TI and Leasing Costs funded by previous disbursements; (iii) Lender shall have received with respect to all previous disbursements funded for TI and Leasing Costs, documents required to be furnished by Tenants under their Leases, together with either (A) lien waivers from each of the contractors which received the prior disbursement or (B) an Officer’s Certificate reasonably satisfactory to Lender showing that all parties who might or could claim statutory or common law Liens and have furnished material, labor or brokerage services to the Property have been paid all amounts then due for labor, materials or brokerage services furnished to the Property; (iv) With respect to the final disbursement for costs associated with any capital improvement, Lender shall have received a new permanent or temporary certificate of occupancy for the portion of the Improvements covered by such capital improvement, if a certificate of occupancy is required by Legal Requirements, or a certification and by Borrower or a licensed architect that no said certificate of occupancy is required; (zv) Lender shall have received a certificate executed by Borrower stating that all conditions precedent to the Borrower's ’s obligation, as landlord, to fund the Borrower's ’s share of the cost of the portion in question of such tenant work have been satisfied by such Tenant or waived in good faith by BorrowerTenant; (vi) Lender shall have received and approved an Officer’s Certificate setting forth (A) the scope of the tenant work to be performed thereunder and (B) the aggregate cost of the TI and Leasing Costs payable thereunder; and (iiivii) no Monetary Default or Event of Default shall have occurred and is then continuing. (e) Provided that (i) no Event of Default shall have occurred and is then continuing, (ii) the Anticipated Repayment Date shall not have occurred, (iii) the Citibank Tenant shall have exercised its right to surrender any Surrender Space (as defined in the Citibank Lease) during the Tranche 1 Surrender Notice Period (as defined in the Citibank Lease) and (iv) Borrower shall have entered into Leases (which Leases have been consented to by Lender or comply with the terms of Section 8.8) with respect to which Tenants thereunder have commenced occupying at least ninety percent (90%) of such surrendered space, then any excess funds remaining in the TI and Leasing Reserve Account which relate solely to Surrender Fees (as defined in the Citibank Lease) payable in respect of the exercise of such rights shall be promptly released to Borrower (it being agreed that in no event shall the terms of this Section 16.1