Common use of Disbursements Clause in Contracts

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. An Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of Default existssuch Letter of Credit and this Agreement, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event such Letter of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of Credit. Not later than 1:00 p.m. on (i) tenant improvements required under any Lease (collectivelya Disbursement Date, if the “Tenant Improvements”); and Borrower shall have received notice of such Disbursement prior to 10:00 a.m. on such Disbursement Date, or (ii) leasing commissions incurred by the Business Day immediately following a Disbursement Date, if such notice is received after 10:00 a.m. on such Disbursement Date, the Borrower will reimburse such Issuer directly in connection full for such Disbursement. Each such reimbursement shall be made in immediately available funds together (in the case of a reimbursement made on such immediately following Business Day, with any Leaseinterest thereon at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement, provided that (x) if such leasing commissions are reasonable reimbursement is not made when due pursuant to this Section 2.6.2, then the interest rates set forth in Section 3.2.2 shall apply. Without limiting in any way the foregoing and customary for properties similar notwithstanding anything to the Property contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the portion Borrower shall not have reimbursed such amount in full to such Issuer pursuant to this Section 2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and unconditionally pay in same day funds to the Property Administrative Agent for which the account of such leasing commission is due, (y) Issuer the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueRevolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative Agent, and excluding the Administrative Agent so notifies the Revolving Loan Lenders prior to 2:00 p.m., on any leasing commissions which Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2:00 p.m. on the day of receipt, payment shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower made on the immediately following Business Day). If and (z) to the tenant under the related Lease extent such Revolving Loan Lender shall not have taken occupancy of so made its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction Revolving Loan Percentage of the requirements set forth in this Section 3amount of such payment available to the applicable Issuer, disburse such Revolving Loan Lender agrees to Borrower amounts pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the Reserve necessary date such amount is paid to reimburse Borrower the Administrative Agent for the actual costs account of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectivelysuch Issuer, “Work”)at the Federal Funds Rate. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Agent may, on behalf of the Lenders, disburse funds to the Borrowers for Loans requested (a) Provided no Event it being understood, for the avoidance of Default existsdoubt, that the Agent will advance the Initial Term A Loans to the Parent Borrower on the Closing Date on behalf of the Initial Term A Lenders). Each Lender shall reimburse the Agent on demand for all funds disbursed on its behalf by the Agent (including, for the avoidance of doubt, the Initial Term A Loans disbursed by the Agent to the Parent Borrower on behalf of the Initial Term A Lenders), or, if the Agent so requests, each Lender will remit to the Agent its Commitment Percentage of any Loan before the Agent disburses same to the Borrowers. If the Agent elects to require that each Lender make disbursements of funds available in to the Replacement Account Agent prior to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in disbursement by the Leasing Account Agent to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyBorrowers, the “Tenant Improvements”); and (ii) leasing commissions incurred Agent shall advise each Lender by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion telephone or fax of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined ▇▇▇▇▇▇’s Commitment Percentage of the Loan requested by the Borrowers no later than the Business Day prior to the scheduled Borrowing date applicable thereto, and each such Lender shall pay the Agent such ▇▇▇▇▇▇’s Commitment Percentage of such requested Loan, in Same Day Funds, by wire transfer to the Agent’s Office no later than 1:00 p.m. New York time on such scheduled Borrowing date. If any Lender fails to pay its Commitment Percentage within one (1) Business Day after Agent’s demand, the Agent shall promptly notify the Parent Borrower, and the Parent Borrower shall repay such amount to the Agent within one (1) Business Day of notice. Any repayment required pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which this subsection 1.11(a) shall be due without premium or penalty. Any payment by the Parent Borrower shall be without prejudice to any general partner, or shareholder of claim the Parent Borrower or any affiliate of Borrower and (z) the tenant under the related Lease may have against a Lender that shall have taken occupancy of its entire leased premises and commenced failed to make such payment to the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth Agent. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of this Section 31.11, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in deemed to require the Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Agent or the Borrowers may have against any Lender as a form specified or approved result of any default by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requesthereunder. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event Subject to the terms and provisions of Default existseach Letter of Credit and this Agreement, Lender upon presentment under any Letter of Credit to the Issuer thereof for payment, such Issuer shall make disbursements such payment to the beneficiary (or its designee) of such Letter of Credit on the date designated for such payment (the “Disbursement Date”). Such Issuer will promptly notify the relevant Borrower and each of the Lenders of the presentment for payment of any such Letter of Credit, together with notice of the Disbursement Date thereof. Prior to 12:00 noon, Applicable Time, on the next Business Day following the Disbursement Date, the relevant Borrower will reimburse the Administrative Agent, for the account of such Issuer, for all amounts disbursed under such Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, the relevant Borrower’s Reimbursement Obligation shall accrue interest, payable on demand, at an annual rate equal to the Reference Rate through the first Business Day following the Disbursement Date and equal to the sum of the Reference Rate plus 0.50% thereafter. In the event the relevant Borrower fails to notify the Administrative Agent and the relevant Issuer prior to 1:00 p.m., Applicable Time, on the Disbursement Date that the relevant Borrower intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds available other than proceeds of Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Borrower prior to 1:00 p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer must for any reason return or disgorge such reimbursement), the Administrative Agent shall promptly notify the Lenders, and the relevant Borrower shall be deemed to have given a timely Borrowing Request as of the Disbursement Date for Loans in an aggregate principal amount equal to such Reimbursement Obligation and the Lenders (other than the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2), make Loans in the Replacement Account amount of such Reimbursement Obligation as provided in Section 3.1; provided that for the purpose of determining the availability of any unused Total Commitment Amount immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Loans deemed requested by the relevant Borrower as provided in the preceding sentence shall not be satisfied at the time of such deemed request, each Lender (including the relevant Issuer) shall pay to the Administrative Agent, as funding of its participation interest pursuant to Section 3.2.1 in the related Letter of Credit, its Percentage of the related Reimbursement Obligation, and the Administrative Agent shall promptly pay to the relevant Issuer the amounts so received by it from the Lenders. If a Lender makes a payment pursuant to this subsection to reimburse Borrower for Replacements. an Issuer in respect of any Reimbursement Obligation (b) Provided no Event of Default existsother than by funding Loans as contemplated above), Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, such payment will not constitute a Loan and will not relieve the “Tenant Improvements”); relevant Borrower of its Reimbursement Obligation and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar Lender will be subrogated to the Property and the portion its pro rata share of the Property relevant Issuer’s claim against such Borrower for which such leasing commission is due, (y) the amount payment of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Reimbursement Obligation. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of Default existsthe Disbursement Date, the Borrower will reimburse the Lender shall make disbursements of funds available in for all amounts which the Replacement Account Lender has disbursed to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower issuing bank in connection with any Leasesuch issuing bank’s honor of a draw under such Letter of Credit, provided that (x) such leasing commissions are reasonable and customary for properties similar together with interest thereon at a rate per annum equal to the Property Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the portion contrary contained herein or in any separate application for any Letter of Credit, the Property Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for which purposes of each such leasing commission Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is duethe Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (y) notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of such leasing commissions are determined Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to arms length transactions between Borrower this Section 2.6(b) and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which advanced after the Revolving Loan Maturity Date shall be immediately due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)payable. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyAdministrative Agent may, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Leaseon behalf of Term Lenders, provided that (x) such leasing commissions are reasonable and customary for properties similar disburse funds to the Property and Borrower for Term Loans requested. Each Term Lender shall reimburse Administrative Agent on demand for all funds disbursed on its behalf by Administrative Agent, or if Administrative Agent so requests, each Term Lender will remit to Administrative Agent its Commitment Percentage of any Loan before Administrative Agent disburses same to the portion Borrower. If Administrative Agent elects to require that each Term Lender make funds available to Administrative Agent prior to disbursement by Administrative Agent to the Borrower, Administrative Agent shall advise each Term Lender by telephone or fax of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined ▇▇▇▇ ▇▇▇▇▇▇’s Commitment Percentage of the Loan requested by the Borrower no later than the Business Day prior to the scheduled Borrowing date applicable thereto, and each such Term Lender shall pay Administrative Agent such Term Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Administrative Agent’s account as set forth on Administrative Agent’s signature page hereto no later than 1:00 p.m. (New York time) on such scheduled Borrowing date. If any Term Lender fails to pay its Commitment Percentage within one (1) Business Day after Administrative Agent’s demand, Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to Administrative Agent. Any repayment required pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which this subsection 1.11(a) shall be due without premium or penalty. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 1.11, shall be deemed to require Administrative Agent to advance funds on behalf of any general partner, Lender or shareholder to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Administrative Agent or Borrower may have against any Term Lender as a result of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)default by such Term Lender hereunder . (cii) Revolver Agent may, on behalf of Revolving ▇▇▇▇▇▇▇, disburse funds to the Borrower for Loans requested. Each Revolving Lender shallshall reimburse Revolver Agent on demand for all funds disbursed on its behalf by Revolver Agent, upon written request from Borrower and satisfaction or if Revolver Agent so requests, each Revolving Lender will remit to Revolver Agent its Commitment Percentage of any Loan before Revolver Agent disburses same to the Borrower. If Revolver Agent elects to require that each Revolving Lender make funds available to Revolver Agent prior to disbursement by Revolver Agent to the Borrower, Revolver Agent shall advise each Revolving Lender by telephone or fax of the requirements set forth amount of such Revolving Lender’s Commitment Percentage of the Loan requested by the Borrower no later than 1:00 p.m. (New York time) on the scheduled Borrowing date applicable thereto, and each such Revolving Lender shall pay Revolver Agent such Revolving Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Revolver Agent’s account on such scheduled Borrowing date. If any Revolving Lender fails to pay its Commitment Percentage within one (1) Business Day after Revolver Agent’s demand, Revolver Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to Revolver Agent. Any repayment required pursuant to this subsection 1.11(a) shall be without premium or penalty. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 31.11, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in deemed to require Revolver Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Revolver Agent, or Borrower may have against any Revolving Lender as a form specified or approved result of any default by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Revolving Lender may reasonably requesthereunder. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of Default existscash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, Lender after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Replacement Account Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse Borrower the Issuer for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to arms length transactions between Borrower Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and any leasing agent in an amount equal to which a leasing commission is duethe amount of such drawing less amounts, and excluding any leasing commissions if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be due applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any general partnerway the foregoing and notwithstanding anything to the contrary contained herein, or shareholder of the Borrower or any affiliate of Borrower hereby acknowledges and (z) agrees that it shall be obligated to reimburse the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements as set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs herein upon each Disbursement of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)a Letter of Credit. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to each date a disbursement of Default existsthe Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Cleveland time for any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make disbursements available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (such date being referred to herein as a “Funding Date”). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the Replacement Account case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to reimburse a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrower for Replacementsshall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. (b) Provided no Event Requests by the Agent for funding by the Lenders of Default exists, disbursements of the Loan will be made by facsimile. Each Lender shall make disbursements its Advance available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not later than Noon (Cleveland time) on the Funding Date. Nothing in this Section 25.4 shall be deemed to relieve any Lender of funds in the Leasing Account its obligation hereunder to reimburse Borrower make any Advance on any Funding Date, nor shall any Lender be responsible for the cost failure of (i) tenant improvements required under any Lease (collectivelyother Lender to perform its obligations to make any Advance hereunder, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion Commitment of any Lender shall not be increased or decreased as a result of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant failure by any other Lender to arms length transactions between Borrower and perform its obligation to make any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Advances hereunder. (c) As soon as practical Agent will promptly forward to each Lender shall, upon written request from Borrower and satisfaction copies of the requirements set forth Draw Request documents described in this Section 3Sections 12.3(a), disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (ib) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”d). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence cause the Lender’s Consultant to forward to each Lender a copy of the full performance Lender’s Consultant’s most recent inspection. Delivery of the obligations of Draw Request documents and the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower Lender’s Consultant’s inspection report shall not make be a request for disbursement from the Reserve more frequently than once in condition to funding any calendar quarterAdvance. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event IFC shall request remittance by the Participant on account of Default exists, Lender the Relevant Participation (in an aggregate amount up to the full amount of the Relevant Participation) only as needed to meet B Loan Disbursements to the Company. IFC shall make disbursements give the Participant not less than three (3) Business Days' notice of funds available the date when any such remittance is due. The Participant shall remit the amount specified in the Replacement Account said notice to reimburse Borrower Northern Trust International Banking Corporation, New York (or such other bank in New York as IFC may notify the Participant from time to time) for Replacementscredit to IFC's account on or before 11:00 a.m. (New York time) on the date specified in the said notice for value that date. Provided that the funds are received by IFC in good time on the date so specified, then unless any event occurs which would justify IFC in not making the relevant Disbursement to the Company, IFC shall disburse those funds as part of the relevant B Loan Disbursement for value the same day that they are remitted to IFC by the Participant. (b) Provided no Event Upon receipt from Northern Trust International Banking Corporation (or such other bank as aforesaid) of Default existsadvice that IFC's account has been credited with such remittance and after having effected the relevant Disbursement to the Company, Lender shall make disbursements of funds IFC shall, if so requested by the Participant, deliver to the Participant a receipt substantially in the Leasing Account to reimburse Borrower for form of Annex A, dated the cost date of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); such Disbursement and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant remittance. After the final Disbursement of the B Loan or cancellation of the undisbursed portion thereof, the Participant may request IFC to arms length transactions between Borrower deliver to the Participant a Participation Certificate substantially in the form of Annex B, in the aggregate amount of all such remittances made to IFC by the Participant hereunder and any leasing agent disbursed by IFC to which a leasing commission is due, and excluding any leasing commissions the Company. IFC shall then deliver such Participation Certificate to the Participant which shall be due return to IFC any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) receipts previously delivered to the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Participant evidencing such remittances. (c) Lender shall, upon written request from Borrower and satisfaction All Disbursements of the requirements B Loan shall be made as set forth out in this Section 33.2 of the Special Conditions of the IFC Investment Agreement and pro rata with Disbursements of the A Loan (as provided in such Section 3.2). IFC shall request remittances from each of the Participants to meet each B Loan Disbursement in proportion (as nearly as practicable) to the amounts of their respective Participations. The Participant acknowledges that IFC may however make a B Loan Disbursement on a relevant Disbursement date even if the amount disbursed is less than the full aggregate amount whose remittance was requested by IFC, disburse due to Borrower amounts from the Reserve necessary to reimburse Borrower fact that (for whatever reason) not all of the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)Participants have remitted their funds in time. (d) Each At the request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance Participant on or after September 30, 2000, IFC shall cancel the right of the obligations Company to request Disbursements in respect of the leasing agent or satisfactory completion undisbursed portion of the Work, as B Loan which is represented by the case may be, and such bills, invoices and other evidence undisbursed portion of the incurrence of the related costs and expenses as Lender may reasonably requestRelevant Participation. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days [by 11:00 a.m. Cleveland time] for such disbursement to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender of Default exists, the proposed disbursement. Each Lender shall make disbursements available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (such date being referred to herein as a “Funding Date”). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrowers agree to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (A) in the Replacement Account case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrowers, the interest rate applicable at the time to reimburse Borrower for Replacementsa disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrowers shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. (b) Provided no Event Requests by the Agent for funding by the Lenders of Default exists, disbursements of the Loan will be made by facsimile. Each Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar its Advance available to the Property Agent in dollars and in immediately available funds to such Lender and account as the portion of Agent may designate, not later than Noon (Cleveland time) on the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth Funding Date. Nothing in this Section 320.4 shall be deemed to relieve any Lender of its obligation hereunder to make any Advance on any Funding Date, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower nor shall any Lender be responsible for the actual costs failure of (i) any Leasing Commissions and (ii) other Lender to perform its obligations to make any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by LenderAdvance hereunder, and the Commitment of any Lender shall not be accompanied by evidence increased or decreased as a result of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and failure by any other evidence of the incurrence of the related costs and expenses as Lender may reasonably requestto perform its obligation to make any Advances hereunder. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Each Issuer will notify the Borrower and the Administrative Agent in writing promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 11:00 a.m., Central time, on the Disbursement Date (or 11:00 a.m., Central time, on the Business Day following the Disbursement Date if the Borrower shall have received such notice after 10:00 a.m. on the Disbursement Date), the Borrower will reimburse the applicable Issuer for all amounts which it has disbursed under or in respect of such Letter of Credit. In the Replacement Account event the applicable Issuer is not reimbursed by the Borrower on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Lenders shall, on the terms and subject to reimburse the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are ABR Loans as provided in Section 2.1 (the Borrower being deemed to have given a timely Borrowing Notice therefor for Replacements. (b) Provided no Event of Default existssuch amount); provided, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower however, for the cost purpose of (i) tenant improvements required under any Lease (collectivelydetermining the availability of the Revolving Loan Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the “Tenant Improvements”); and Borrower’s Reimbursement Obligation shall accrue interest at the Applicable Rate, plus a margin of two percent (ii2%) leasing commissions incurred by Borrower in connection with any Leaseper annum, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)payable on demand. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyAdministrative Agent may, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Leaseon behalf of Term Lenders, provided that (x) such leasing commissions are reasonable and customary for properties similar disburse funds to the Property and Borrower for Term Loans requested. Each Term Lender shall reimburse Administrative Agent on demand for all funds disbursed on its behalf by Administrative Agent, or if Administrative Agent so requests, each Term Lender will remit to Administrative Agent its Commitment Percentage of any Loan before Administrative Agent disburses same to the portion Borrower. If Administrative Agent elects to require that each Term Lender make funds available to Administrative Agent prior to disbursement by Administrative Agent to the Borrower, Administrative Agent shall advise each Term Lender by telephone or fax of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined Term Lender’s Commitment Percentage of the Loan requested by the Borrower no later than the Business Day prior to the scheduled Borrowing date applicable thereto, and each such Term Lender shall pay Administrative Agent such Term Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Administrative Agent’s account as set forth on Administrative Agent’s signature page hereto no later than 1:00 p.m. (New York time) on such scheduled Borrowing date. If any Term Lender fails to pay its Commitment Percentage within one (1) Business Day after Administrative Agent’s demand, Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to Administrative Agent. Any repayment required pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which this subsection 1.11(a) shall be due without premium or penalty. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 1.11, shall be deemed to require Administrative Agent to advance funds on behalf of any general partner, Lender or shareholder to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Administrative Agent or Borrower may have against any Term Lender as a result of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)default by such Term Lender hereunder. (cii) Revolver Agent may, on behalf of Revolving Lenders, disburse funds to the Borrower for Loans requested. Each Revolving Lender shallshall reimburse Revolver Agent on demand for all funds disbursed on its behalf by Revolver Agent, upon written request from Borrower and satisfaction or if Revolver Agent so requests, each Revolving Lender will remit to Revolver Agent its Commitment Percentage of any Loan before Revolver Agent disburses same to the Borrower. If Revolver Agent elects to require that each Revolving Lender make funds available to Revolver Agent prior to disbursement by Revolver Agent to the Borrower, Revolver Agent shall advise each Revolving Lender by telephone or fax of the requirements set forth amount of such Revolving Lender’s Commitment Percentage of the Loan requested by the Borrower no later than 1:00 p.m. (New York time) on the scheduled Borrowing date applicable thereto, and each such Revolving Lender shall pay Revolver Agent such Revolving Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Revolver Agent’s account on such scheduled Borrowing date. If any Revolving Lender fails to pay its Commitment Percentage within one (1) Business Day after Revolver Agent’s demand, Revolver Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to Revolver Agent. Any repayment required pursuant to this subsection 1.11(a) shall be without premium or penalty. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 31.11, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in deemed to require Revolver Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Revolver Agent, or Borrower may have against any Revolving Lender as a form specified or approved result of any default by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Revolving Lender may reasonably requesthereunder. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event Disbursements, except those from ▇▇▇▇▇ cash funds and payment with the Provider’s corporate credit or debit card, must be made by check. Providers should adhere to the following control functions when handling DYCD disbursements: • The function of Default existsapproving vouchers, Lender shall make preparing checks and recording disbursements must be handled by different employees. • Employees handling disbursements must not have duties related to cash receipts or the reconciliation of bank accounts. • Vouchers payable must be established for each payment and recorded promptly. • Payment must be made only after the original voucher and all copies of pertinent papers have been approved. • Invoices should be cancelled or stamped “Paid” in order to prevent duplication of payment. • Confirmation receipts for online purchases must be printed out and retained by Providers. • A periodic review of vouchers must be made by an authorized person to determine that all processing steps are being followed properly. If a Provider is unable to comply with the control functions described above, comparable reasonable procedures must be developed to allow for proper accountability and segregation of duties in handling disbursements. A written description of these comparable procedures must be sent to your DYCD Program Manager. Unclaimed funds are funds that become available in the Replacement Account Provider’s bank account due to reimburse Borrower returned checks or checks that were never cashed by the intended recipient. Undistributed funds remain the property of DYCD and must be reimbursed to DYCD at the end of the fiscal year. The following steps must be taken to account for Replacements. (b) Provided no Event of Default existsDYCD unclaimed funds: • Providers are required to exhaust all efforts to contact the intended recipient, Lender shall make disbursements of funds in a timely manner, within 90 days from the Leasing Account to reimburse Borrower for check date. • After the cost of (i) tenant improvements required under any Lease (collectively90 day period, the “Tenant Improvements”); Provider is required to place a stop payment on those checks and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions return the funds to DYCD within 10 days. • Providers are reasonable and customary for properties similar required to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by retain all evidence of the full performance steps used to contact the intended recipients. • Providers are not allowed, at any time, to submit DYCD unclaimed funds to New York State Office of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requestUnclaimed Funds. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuer of such Letter of Credit will notify the Borrowers, and the Administrative Agent promptly of the presentment for payment of any Letter of Credit, or of any draft thereunder (a) Provided no Event of Default existsany such payment, Lender a “Disbursement”). If an Issuer shall make disbursements any Disbursement in respect of funds available a Letter of Credit, the Borrowers shall reimburse such Issuer in respect of such Disbursement by paying to the Replacement Account Administrative Agent an amount equal to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of such Disbursement not later than 3:00 p.m. on (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Business Day that the Lead Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount receives notice of such leasing commissions are determined pursuant Disbursement, if such notice is received prior to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, 10:00 a.m. (New York City time) or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost Business Day immediately following the day that the applicable Borrower receives such notice, if such notice is not received prior to such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the second sentence of this Section, the Borrowers’ Reimbursement Obligation shall accrue interest at the Default Rate, payable on demand. In the event the applicable Issuer is not reimbursed by the Borrowers on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Lenders shall, on the terms and subject to the conditions of this Agreement, make Loans that are Alternate Base Rate Loans on the next Business Day in an aggregate amount equal to the Reimbursement Obligations as provided in Section 2.1 (the Lead Borrower being deemed to have given a timely Loan Request therefor for such amount); provided that, for the purpose of determining the availability of the ReplacementCommitments immediately prior to giving effect to the application of the proceeds of such Loans, Tenant Improvement or Leasing Commission for which such Reimbursement Obligation shall be deemed not to be outstanding at such time. The proceeds of the disbursement is requestedLoans made pursuant to the preceding sentence will be turned over to the applicable Issuer in satisfaction of the Reimbursement Obligation.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of funds available Except as provided in the Replacement Account to reimburse Borrower for ReplacementsIndenture in case of acceleration of maturity of the Bonds, the Trustee shall disburse the money in the Construction Fund in accordance with this Section. (b) Provided no Event of Default exists, Lender The Trustee shall make disbursements of funds disburse (or transfer to the Bond Fund) amounts in the Leasing Account Construction Fund to reimburse Borrower for pay Project Costs with respect to the cost Project or Issuance Costs upon receipt of a Disbursement Request in substantially the form of Exhibit B to the Indenture signed by an Authorized Company Representative stating: (i) tenant improvements required under any Lease (collectivelythe requisition number, amount to be paid, the “Tenant Improvements”name of the Person to whom payment is to be made and a Project Costs description; (ii) that there has been expended, or is being expended concurrently with the delivery of such certificate (or in the case of interest which the Trustee is directed to transfer to the Bond Fund after the Completion Date, will be expended within one year following the Completion Date), an amount on account of Project Costs or Issuance Costs at least equal to the amount set forth in such certificate; (iii) that no other certificate in respect of such expenditure is being or previously has been delivered to the Trustee; (iv) that at least 95% of the total of all amounts previously disbursed plus the amount requested by such certificate to be disbursed from the Construction Fund have been and will be used to pay Qualifying Costs of the Project; and (iiv) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion sum of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is duerequisition in respect of Issuance Costs, and excluding any leasing commissions which shall be due any general partnerif any, or shareholder plus amounts previously paid for Issuance Costs, does not exceed 2% of Borrower or any affiliate the amount of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Sale Proceeds. (c) Lender shall, upon written request from Borrower and satisfaction Concurrently with the delivery of the requirements set forth certificate required under Section 3.7 of this Agreement, the Company shall direct the Trustee in this writing to transfer any amounts then on deposit in the Construction Fund (other than the retainage described in clause (iii) of Section 3, disburse 3.7 if the Final Payment Date has not occurred) to Borrower amounts from the Reserve necessary Bond Fund to reimburse Borrower for the actual costs of be used (i) any Leasing Commissions and to redeem Bonds pursuant to Article X of the Indenture on the first date the Bonds are subject to redemption at a price of par plus accrued interest or (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)purchase Bonds on the open market for cancellation. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the Borrowers promptly of the presentment for payment of any Letter of Credit, together with notice of the date (athe "Disbursement Date") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event such Letter of Default exists, Lender shall make disbursements Credit. In paying any drawing under a Letter of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyCredit, the “Tenant Improvements”); Issuer shall not have any responsibility to obtain any document (other than any sight draft and (iicertificates expressly required by the Letter of Credit) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar or to ascertain or inquire as to the Property and validity or accuracy of any such document or the portion authority of the Property Person executing or delivering any such document. Prior to 12:00 noon (Chicago time) on the Disbursement Date, the Borrowers will reimburse the Issuer for all amounts which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant it has disbursed under the related Lease Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the preceding sentence, the Borrowers' Reimbursement Obligation shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse accrue interest at a fluctuating rate equal to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and the Highest Lawful Rate or (ii) the total cost Alternate Base Rate, plus the Applicable Margin plus a margin of 2% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrowers on the Disbursement Date, or if Issuer must for any reason return or disgorge such reimbursement, BankAmerica shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Tranche A Loans which are Base Rate Loans as provided in Section 2.1.2 (the Borrowers being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the ReplacementCommitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, Tenant Improvement or Leasing Commission for which the disbursement is requestedsuch Reimbursement Obligation shall be deemed not to be outstanding at such time.

Disbursements. Except as otherwise identified on Schedule 3.3.35 attached hereto, which Schedule 3.3.35, to the actual knowledge of each Borrower Entity, provides a true, correct and complete statement, in all material respects, by each Borrower Entity as to the reason for the partial disbursement of the principal amount of such Mortgage Loan, the principal amount of each Mortgage Loan has been fully disbursed as of the date hereof (except for certain amounts that were fully disbursed by the mortgagee, but escrowed pursuant to the terms of the related Mortgage Loan Documents), and there are no future advances required to be made by any Borrower Entity or any mortgagee under any of the related Mortgage Loan Documents. Any requirements under the related Mortgage Loan Documents regarding the completion of any on-site or off-site improvements and to disbursements of any escrow funds therefor have been or are being complied with or such escrow funds are still being held. The value of the Mortgaged Property relative to the value reflected in the most recent appraisal thereof is not impaired by any improvements that have not been completed. No Borrower Entity has, nor, have any of its agents or predecessors in interest with respect to the Mortgage Loans, in respect of such Mortgage Loan, directly or indirectly, advanced funds or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor other than (a) Provided no Event interest accruing on such Mortgage Loan from the date of Default exists, Lender shall make disbursements such disbursement of funds available in such Mortgage Loan to the Replacement Account to reimburse Borrower for Replacements. date which preceded by thirty (30) days the first payment date under the related Mortgage Note and (b) Provided no Event of Default existsapplication and commitment fees, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower escrow funds, points and reimbursements for the cost of (i) tenant improvements required under any Lease (collectivelyfees and expenses, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable the origination and customary for properties similar to the Property and the portion funding of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Mortgage Loan. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (athe "DISBURSEMENT DATE") Provided no Event such payment shall be made (each such payment, a "DISBURSEMENT"). Subject to the terms and provisions of Default existssuch Letter of Credit and this Agreement, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in such Letter of Credit. Prior to 11:00 a.m., New York City time, on the Replacement Account to first Business Day following the Disbursement Date, the Borrower will reimburse Borrower for Replacements. (b) Provided no Event of Default existsthe Administrative Agent, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost account of the Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit, together with interest thereon at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (iwith the then Applicable Margin for Revolving Loans accruing on such amount) tenant improvements required under any Lease (collectivelypursuant to SECTION 3.2 for the period from the Disbursement Date through the date of such reimbursement; PROVIDED, HOWEVER, that unless the Borrower shall have notified the Administrative Agent and the Issuer prior to such time on the Disbursement date, the “Tenant Improvements”); Borrower will be deemed to have requested (and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion shall deliver a Borrowing Request within one Business Day of the Property for which such leasing commission is due, (yDisbursement Date confirming) that a Swing Line Loan be made in the amount of such leasing commissions reimbursement and the Administrative Agent shall so notify the Swing Line Lender who shall, subject to the conditions set forth herein (except for the notice, the minimum principal amount and the integral amount requirements), make a Swing Line Loan in such amount (the proceeds of which will be wired to the Issuer unless the Issuer and the Swing Line Lender are determined pursuant the same Person, in which case a book-entry transfer may be made). Without limiting in any way the foregoing and notwithstanding anything to arms length transactions between the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which agrees that it shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary obligated to reimburse Borrower for the actual costs Issuer upon each Disbursement of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)a Letter of Credit. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit, together with notice of the date (aa "Disbursement Date") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 11:00 a.m. (New York City, New York time) on the Disbursement Date, the Borrower will reimburse the Issuer for all amounts which it has disbursed under such Letter of Credit, except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Replacement Account Issuer or the Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by the Borrower in accordance with the immediately preceding sentence, such Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to the Alternate Base Rate, plus a margin of 2.0% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrower on the Disbursement Date for Replacements. (b) Provided no Event any Reimbursement Obligation in respect of Default existsany General Letter of Credit due and owing on such Disbursement Date, Lender shall make disbursements of funds in or if the Leasing Account to reimburse Borrower Issuer must for the cost of (i) tenant improvements required under any Lease (collectivelyreason return or disgorge such reimbursement, the “Tenant Improvements”); Lenders (including the Issuer) shall, on the terms and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar subject to the Property and conditions of this Agreement (including the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements conditions set forth in this Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 32.3 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount); provided, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower however, for the actual costs purpose of (i) any Leasing Commissions and (ii) any work relating determining the availability of the Commitments to Replacements or Tenant Improvements (collectivelymake Loans immediately prior to giving effect to the application of the proceeds of such Loans, “Work”). (d) Each request for disbursement from the Reserve such Reimbursement Obligation shall be in a form specified or approved by Lender, and shall deemed not to be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and outstanding at such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requesttime. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. At least two (2) Business Days (by 11:00 a.m. Indianapolis, Indiana time) prior to each date a disbursement of the Loan is to be made hereunder pursuant to this Agreement, the Agent shall notify each Lender of the proposed disbursement and provide each Lender with a copy of the draw request. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender's Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an "Advance") in immediately available funds not later than 11:00 a.m. (Indianapolis, Indiana time) on the date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender's Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at: (a) Provided no Event in the case of Default existssuch Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall make disbursements of funds available pay to Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in the Replacement Account to reimburse Borrower for Replacementssame day funds. (b) Provided no Event Requests by the Agent for funding by the Lenders of Default exists, disbursements of the Loan will be made by facsimile. Each Lender shall make disbursements its Loan Advance available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not later than Noon (Indianapolis, Indiana time) on the Funding Date. Nothing in this Section 14.4 shall be deemed to relieve any Lender of funds in the Leasing Account its obligation hereunder to reimburse Borrower make any Advance on any Funding Date, nor shall any Lender be responsible for the cost failure of (i) tenant improvements required under any Lease (collectivelyother Lender to perform its obligations to make any Loan Advance hereunder, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion Commitment of any Lender shall not be increased or decreased as a result of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant failure by any other Lender to arms length transactions between Borrower and perform its obligation to make any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Advances hereunder. (c) As soon as practical Agent will promptly forward to each Lender shall, upon written request from Borrower and satisfaction copies of the requirements set forth draw request documents described in this Section 3, disburse 4.3 and cause the Consultant to Borrower amounts from the Reserve necessary forward to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in each Lender a form specified or approved by Lender, and shall be accompanied by evidence copy of the full performance Consultant's most recent inspection. Delivery of the obligations of draw request documents and the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower Consultant's inspection report shall not make be a request for disbursement from the Reserve more frequently than once in condition to funding any calendar quarterLoan Advance. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of Default existscash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement, Lender provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Replacement Account Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse Borrower the Issuer for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to arms length transactions between Borrower Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and any leasing agent in an amount equal to which a leasing commission is duethe amount of such drawing less amounts, and excluding any leasing commissions if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be due applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any general partnerway the foregoing and notwithstanding anything to the contrary contained herein, or shareholder of the Borrower or any affiliate of Borrower hereby acknowledges and (z) agrees that it shall be obligated to reimburse the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements as set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs herein upon each Disbursement of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)a Letter of Credit. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in In addition to the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyFees, the “Tenant Improvements”); Manager shall be entitled to reimbursement by Asset Co of all out-of-pocket third party costs and (ii) leasing commissions expenses reasonably and properly incurred by Borrower the Manager in connection with providing the Vessels Services (including, to the extent relevant to the Vessel Recipients’ businesses, costs incurred by the Manager in connection with the rendering of the Vessels Services for goods and services supplied by third parties; costs of equipment, supplies or materials provided by the Manager in connection with the rendering of the Vessels Services; freight / shipping costs, bunkering costs, insurance costs, sales commissions, despatch/demurrage costs, port fees, customs, excise, sales, licence, permit, import and other taxes, fees or duties paid by the Manager in connection with the rendering of the Vessels Services; the costs associated with the establishment and maintenance of any Lease, credit facilities (including the costs associated with providing letters of credit,; third party legal fees. accounting fees and other professional services fees incurred by the Manager in connection with the rendering of the Vessels Services) (“Reimbursable Costs”). For the avoidance of doubt the Fees must not include any amounts comprising Reimbursable Costs. The Manager will be entitled to invoice Asset Co on a monthly basis in respect of the Reimbursable Costs (and invoices shall be due and payable on the date of invoice). The Manager will be entitled to invoice Asset Co on the date that the Manager is invoiced for such services and Asset Co will be entitled to receive similar payment terms as the Manager in respect of such Reimbursable Costs provided that (x) such leasing commissions are reasonable and customary for properties similar the Cash Manager shall ensure that Asset Co pays the invoiced amount to the Property and Manager no later than 1 business day prior to the portion date on which the Manager notifies Asset Co that it proposes to pay the relevant third party. The Manager shall provide a copy of the Property for which such leasing commission is due, (y) each invoice received by it from a third party evidencing the amount of such leasing commissions are determined pursuant any Reimbursable Costs incurred by the Manager to arms length transactions between Borrower and any leasing agent Asset Co with each invoice issued by the Manager to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder Asset Co in respect of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Reimbursable Costs. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Each Issuer will notify the Revolving Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit, together with notice of the date (aa "DISBURSEMENT DATE") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 10:00 a.m., San Francisco time, on the Disbursement Date, the Revolving Borrower will reimburse the applicable Issuer for all amounts which it has disbursed or is required to disburse under the Letter of Credit on such date. To the extent the applicable Issuer is not reimbursed in full in accordance with the Replacement Account THIRD SENTENCE of this Section, the Revolving Borrower's Reimbursement Obligation shall accrue interest at a fluctuating rate equal to reimburse the Alternate Base Rate through and including the first Business Day after the Disbursement Date, and thereafter at a fluctuating rate equal to the Alternate Base Rate plus a margin of 2.0% PER ANNUM, in each case, payable on demand. The Revolving Borrower for Replacements. may borrow Revolving Loans hereunder in order to pay any Reimbursement Obligation, subject to the terms and conditions hereof (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower except for the cost of (iminimum amounts for Borrowings set forth in SECTION 2.3) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and including satisfaction of the requirements conditions set forth in this Section 3SECTION 6.2, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower PROVIDED, HOWEVER, for the actual costs purpose of (i) any Leasing Commissions and (ii) any work relating determining the availability of the Commitments to Replacements or Tenant Improvements (collectivelymake Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, “Work”). (d) Each request for disbursement from the Reserve such Reimbursement Obligation shall be in a form specified or approved by Lender, and shall deemed not to be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and outstanding at such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requesttime. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of funds available Except as provided in the Replacement Account to reimburse Borrower for ReplacementsIndenture in case of acceleration of maturity of the Bonds, the Trustee shall disburse the money in the Construction Fund in accordance with this Section. (b) Provided no Event of Default exists, Lender The Trustee shall make disbursements of funds disburse (or transfer to the Bond Fund) amounts in the Leasing Account Construction Fund to reimburse Borrower for pay Project Costs with respect to the cost Project or Issuance Costs upon receipt of a Disbursement Request in substantially the form of Exhibit B to the Indenture signed by an Authorized Company Representative stating: (i) tenant improvements required under any Lease (collectivelythe requisition number, amount to be paid, the “Tenant Improvements”name of the Person to whom payment is to be made and a Project Costs description; (ii) that there has been expended, or is being expended concurrently with the delivery of such certificate (or in the case of interest which the Trustee is directed to transfer to the Bond Fund after the Completion Date, will be expended within one year following the Completion Date), an amount on account of Project Costs or Issuance Costs at least equal to the amount set forth in such certificate; (iii) that no other certificate in respect of such expenditure is being or previously has been delivered to the Trustee; (iv) that at least 95% of the total of all amounts previously disbursed plus the amount requested by such certificate to be disbursed from the Construction Fund have been and will be used to pay Qualifying Costs of the Project; and (iiv) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion sum of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is duerequisition in respect of Issuance Costs, and excluding any leasing commissions which shall be due any general partnerif any, or shareholder plus amounts previously paid for Issuance Costs, does not exceed 2% of Borrower or any affiliate the amount of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Sale Proceeds. (c) Lender shall, upon written request from Borrower and satisfaction Concurrently with the delivery of the requirements set forth certificate required under Section 3.7 of this Agreement, the Company shall direct the Trustee in this writing to transfer any amounts then on deposit in the Construction Fund (other than the retainage described in clause (iii) of Section 3, disburse 3.7 if the Final Payment Date has not occurred) to Borrower amounts from the Reserve necessary Bond Fund to reimburse Borrower for the actual costs of be used (i) any Leasing Commissions and to redeem Bonds pursuant to Article IX of the Indenture on the first date the Bonds are subject to redemption at a price of par plus accrued interest or (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)purchase Bonds on the open market for cancellation. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event The applicable Issuer will notify the Borrower and the Agent promptly of Default existsthe presentment for payment of any drawing under any Letter of Credit, Lender together with notice of the amount of such drawing and the date (a "Disbursement Date") such payment shall make disbursements of funds available in the Replacement Account to reimburse Borrower for Replacementsbe made. (b) Provided no Event Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the applicable Issuer shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar payment to the Property and the portion of the Property for which such leasing commission is due, beneficiary (yor its designee) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder Letter of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Credit. (c) Lender shallPrior to 12:00 noon, upon written request from New York City time, on the Business Day immediately succeeding the Disbursement Date, the Borrower and satisfaction will reimburse the applicable Issuer for all amounts which it has disbursed under such Letter of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)Credit. (d) Each request To the extent the applicable Issuer is not reimbursed in full on the Disbursement Date for disbursement all amounts it has disbursed under any Letter of Credit, the Borrower's Reimbursement Obligation shall accrue interest from and including such Disbursement Date to but excluding the Reserve shall be date such Reimbursement Obligation is paid in full (whether pursuant to a form specified Borrowing of Base Rate Loans under Section 4.5(e) or approved by Lenderotherwise) at a fluctuating rate per annum equal to, and shall be accompanied by evidence during the initial two days after such Disbursement Date, the Alternate Base Rate and, thereafter, the Alternate Base Rate plus a margin of the full performance of the obligations of the leasing agent or satisfactory completion of the Work2.0%, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requestpayable on demand. (e) In the event the applicable Issuer is not reimbursed by the Borrower shall not make on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Lenders (including such Issuer) shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are Base Rate Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a request timely Borrowing Request therefor for disbursement from such amount); provided, however, for the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from purpose of determining the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost availability of the ReplacementRevolving Loan Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, Tenant Improvement or Leasing Commission for which the disbursement is requestedsuch Reimbursement Obligation shall be deemed not to be outstanding at such time.

Disbursements. (a) Provided no Event Subject to the terms and provisions of Default existseach Pro-Rata Letter of Credit and this Agreement, Lender upon presentment under any Pro-Rata Letter of Credit to the Issuer thereof for payment, such Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in such Pro-Rata Letter of Credit on the Replacement Account date designated for such payment (the "Disbursement Date"). Such Issuer will promptly notify Micro and each of the Lenders of the presentment for payment of any such Pro-Rata Letter of Credit, together with notice of the Disbursement Date thereof. Prior to 12:00 noon, Eastern time, on the next Business Day following the Disbursement Date, Micro will reimburse Borrower for Replacements. (b) Provided no Event of Default existsthe Administrative Agent, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost account of (i) tenant improvements required such Issuer, for all amounts disbursed under any Lease (collectivelysuch Pro-Rata Letter of Credit, together with all interest accrued thereon since the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower Disbursement Date. To the extent the Administrative Agent does not receive payment in connection with any Leasefull, provided that (x) such leasing commissions are reasonable and customary for properties similar on behalf of the relevant Issuer on the Disbursement Date, Micro's Pro-Rata Reimbursement Obligation shall accrue interest at a fluctuating rate equal to the Property Reference Rate plus 1/2 of 1% per annum, payable on demand. In the event Micro fails to notify the Administrative Agent and the portion relevant Issuer prior to 1:00 p.m., Eastern time, on the Disbursement Date that Micro intends to pay the Administrative Agent, for the account of the Property such Issuer, for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant drawing with funds other than proceeds of Pro-Rata Revolving Loans, or the Administrative Agent does not receive such reimbursement payment from Micro prior to arms length transactions between Borrower and 1:00 p.m., Eastern time on the Disbursement Date (or if the relevant Issuer must for any leasing agent to which a leasing commission is duereason return or disgorge such reimbursement), the Administrative Agent shall promptly notify the Lenders, and excluding any leasing commissions Micro shall be deemed to have given a timely Borrowing Request as of the Disbursement Date for Pro-Rata Revolving Loans in an aggregate principal amount equal to such Pro-Rata Reimbursement Obligation and the Lenders (including the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2 hereof), make Pro-Rata Revolving Loans in the amount of such Pro-Rata Reimbursement Obligation which shall be due Reference Rate Loans as provided in Section 3.1; provided, however, that for the purpose of determining the availability of any general partnerunused Total Credit Commitment Amount immediately prior to giving effect to the application of the proceeds of such Pro-Rata Revolving Loans, or shareholder such Pro-Rata Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Pro-Rata Revolving Loans deemed requested by Micro as provided in the preceding sentence shall not be satisfied at the time of Borrower or any affiliate such deemed request, the Lenders (including the relevant Issuer) shall make demand loans on such date for the benefit of Borrower and Micro, ratably, in accordance with their respective Percentages, which loans shall: (za) aggregate in principal amount an amount equal to the tenant under applicable Pro-Rata Reimbursement Obligations; (b) be applied solely to the related Lease shall have taken occupancy prompt satisfaction of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). such Pro-Rata Reimbursement Obligations; (c) Lender shall, be payable by Micro upon written request from Borrower demand; and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement accrue interest on the unpaid principal amount thereof from the Reserve shall be in a form specified or approved by Lender, (and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (iiincluding) the total cost of date on which such demand loan is made until the Replacementdate such loan is paid by Micro in full, Tenant Improvement or Leasing Commission for which at a rate per annum equal to the disbursement is requestedReference Rate plus 2% per annum.

Disbursements. The Issuer will notify the Borrower promptly of the presentment for payment of any Letter of Credit, together with notice of the date (athe "DISBURSEMENT DATE") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event such Letter of Default exists, Lender shall make disbursements Credit. In paying any drawing under a Letter of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyCredit, the “Tenant Improvements”); Issuer shall not have any responsibility to obtain any document (other than to obtain and (iireview any sight draft and certificates expressly required by the Letter of Credit) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar or to ascertain or inquire as to the Property and validity or accuracy of any such document or the portion authority of the Property Person executing or delivering any such document. Prior to 12:00 noon (New York time) on the Disbursement Date, the Borrower will reimburse the Issuer for all amounts which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant it has disbursed under the related Lease Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the preceding sentence, the Borrower's Reimbursement Obligation shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse accrue interest at a fluctuating rate equal to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and the Highest Lawful Rate or (ii) the total cost Alternate Reference Rate, plus the Applicable Margin, plus a margin of 3% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrower on the Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans as provided in SECTION 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount); PROVIDED, HOWEVER, for the purpose of determining the availability of the ReplacementCommitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, Tenant Improvement or Leasing Commission for which the disbursement is requestedsuch Reimbursement Obligation shall be deemed not to be outstanding at such time.

Disbursements. (a) Provided no Event The Escrowed Property shall be held by the Escrow Agent for the purpose of Default existssatisfying the initial $250,000 of the indemnification obligations of the Company, Lender with respect to the Escrow Property, pursuant to Section 3(o) of the Underwriting Agreement, for a period of 24 months from the closing of the Offering. Disbursement of such Escrowed Property upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall make disbursements be determined by an independent third-party intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of funds available the Company and the Representative. If the Company and the Representative are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Representative, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the Replacement Account to reimburse Borrower for ReplacementsAmerican Arbitration Association’s New York office. (b) Provided no Event In the event that any litigation or proceeding arising out of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower matter in connection with any Leasethe Offering and the Representative acting in its capacity as the representative of the Underwriters (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within 24 months following the Closing Date and in which the Company, provided that (x) the Representative, or the Escrow Property becomes the subject of such leasing commissions are reasonable litigation or proceeding, the Representative and customary for properties similar the Company hereby authorize the Escrow Agent, at the Representative’s sole instruction upon Representative’s written notice to the Escrow Agent, if not otherwise so required, to release and deposit the Escrow Property with the clerk of the court in which the litigation is pending, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder and this Agreement shall terminate pursuant to the terms hereof. The Company and the portion Representative further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Property for which such leasing commission is due, (y) with the amount clerk of such leasing commissions are determined that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder and this Agreement shall terminate pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)terms hereof. (c) Lender shallIn all instances, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of if either (i) any Leasing Commissions and no claim for indemnity is made by the Representative during the 24-month period from the closing of the Offering or (ii) it is finally determined that the Representative is not entitled to any work relating to Replacements disbursement (or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Workany further disbursement, as the case may be, and such bills, invoices and other evidence ) of Escrow Property by the conclusion of the incurrence 24-month period from the closing of the related costs Offering, the Escrow Agent, upon receipt of a Written Direction, shall disburse to the Company the full balance of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company. (d) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and expenses as Lender may reasonably requestfor any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request the amount so paid to it. (e) Borrower The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not make a request for disbursement from be liable to either Party or any other person by reason of such compliance, regardless of the Reserve more frequently than once in final disposition of any calendar quartersuch judgment, order or process. (f) Borrower Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction, in the form attached hereto as Exhibit A, delivered to the Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000in writing, (ii) signed by, in the case of Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Representative, any individual designated by Representative on Exhibit B-2 hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iiiii) delivered to, and able to be authenticated by, the total cost Escrow Agent in accordance with Section 1.4. (g) Upon request, the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account. (h) A party may specify in a Written Direction whether the Escrow Property shall be disbursed by way of wire transfer or check. If the Replacement, Tenant Improvement or Leasing Commission written notice for which the disbursement is requestedof funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Property by any means chosen by the Escrow Agent.

Disbursements. The Issuer will notify the applicable Borrower or Borrowers and the Administrative Agent promptly of the presentment for payment of any Letter of Credit, together with notice of the date (aa "Disbursement Date") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. The applicable Borrower or Borrowers will reimburse the Issuer for all amounts which it has disbursed under such Letter of Credit, except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Replacement Account Issuer or the Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")), on the Disbursement Date, if such Borrower or Borrowers are notified of such disbursement prior to 12:00 noon (New York, New York, time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if such Borrower or Borrowers are not so notified (the "Reimbursement Due Date"). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by such Borrower or Borrowers on the Disbursement Date, such Reimbursement Obligation shall accrue interest from (and including) the Disbursement Date at a fluctuating rate per annum equal to the sum of the Alternate Base Rate from time to time in effect, plus the Applicable Margin for Replacements. ABR Loans from time to time in effect, plus from (band including) Provided no Event the Reimbursement Due Date, a margin of Default exists200 basis points, Lender shall make disbursements payable on demand. In the event the Issuer is not reimbursed by such Borrower or Borrowers on the Disbursement Date for any Reimbursement Obligation in respect of funds in any Letter of Credit due and owing on such Disbursement Date, or if the Leasing Account to reimburse Borrower Issuer must for the cost of (i) tenant improvements required under any Lease (collectivelyreason return or disgorge such reimbursement, the “Tenant Improvements”); Lenders (including the Issuer) shall, on the terms and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar subject to the Property and conditions of this Agreement (including the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements conditions set forth in this Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 32.3 (such Borrower or Borrowers being deemed to have given a timely Borrowing Request therefor for such amount); provided, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower however, for the actual costs purpose of (i) any Leasing Commissions and (ii) any work relating determining the availability of the Commitments to Replacements or Tenant Improvements (collectivelymake Loans immediately prior to giving effect to the application of the proceeds of such Loans, “Work”). (d) Each request for disbursement from the Reserve such Reimbursement Obligation shall be in a form specified or approved by Lender, and shall deemed not to be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and outstanding at such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requesttime. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) Provided no Event of Default exists, Lender If the Escrow Agent shall make disbursements of funds available have received a certificate from the Issuer in the Replacement Account form attached hereto as Exhibit B-1 (the “Anticipated Consummation Release Certificate”), executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to reimburse Borrower for Replacementsthis Agreement, then the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no later than December 30, 2013 (the “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) Provided no Event of Default exists, Lender If the Escrow Agent shall make disbursements of funds have received a certificate from the Issuer in the Leasing Account form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to reimburse Borrower for this Agreement, then the cost of Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) tenant improvements required under any Lease (collectivelythe day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, the “Tenant Improvements”); and or (ii) leasing commissions incurred by Borrower on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar writing to the Property Issuer and the portion of Trustee that the Escrow Property for which such leasing commission is due, (y) has been released by it in accordance with the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Redemption Release Certificate. (c) Lender shallIf there is any Escrow Property in the Escrow Account on or after December 31, upon written request 2013 then, notwithstanding any objection, claim, demand or other notice from Borrower the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and satisfaction of transfer to the requirements set forth Paying Agent all Escrow Property on January 3, 2014. The Escrow Agent shall confirm in writing to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”2.3(c). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Each Issuer will notify the Borrower and the Agent promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 11:00 a.m., Central time, on the Disbursement Date (or 11:00 a.m., Central time, on the Business Day following the Disbursement Date if the Borrower shall have received such notice after 10:00 a.m. on the Disbursement Date), the Borrower will reimburse the applicable Issuer for all amounts which it has disbursed under or in respect of such Letter of Credit. In the Replacement Account event the applicable Issuer is not reimbursed by the Borrower on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Revolving Loan Lenders shall, on the terms and subject to reimburse the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are ABR Loans as provided in Section 2.1 (the Borrower being deemed to have given a timely Borrowing Notice therefor for Replacements. (b) Provided no Event of Default existssuch amount); provided, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower however, for the cost purpose of (i) tenant improvements required under any Lease (collectivelydetermining the availability of the Revolving Loan Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the “Tenant Improvements”); and (ii) leasing commissions incurred Borrower’s Reimbursement Obligation shall accrue interest at a fluctuating rate determined by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar reference to the Property and the portion interest rate applicable to ABR Loans, plus a margin of the Property for which such leasing commission is duetwo percent (2%) per annum, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)payable on demand. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. An Issuer will notify the Parent Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of Default existssuch Letter of Credit and this Agreement, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event such Letter of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of Credit. Not later than 1:00 p.m. on (i) tenant improvements required under any Lease (collectivelya Disbursement Date, if the “Tenant Improvements”); and Parent Borrower shall have received notice of such Disbursement prior to 10:00 a.m. on such Disbursement Date, or (ii) leasing commissions incurred by the Business Day immediately following a Disbursement Date, if such notice is received after 10:00 a.m. on such Disbursement Date, the Parent Borrower will reimburse such Issuer directly in connection full for such Disbursement. Each such reimbursement shall be made in immediately available funds together (in the case of a reimbursement made on such immediately following Business Day, with any Leaseinterest thereon at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement, provided that (x) if such leasing commissions are reasonable reimbursement is not made when due pursuant to this Section 2.6.2, then the interest rates set forth in Section 3.2.2 shall apply. Without limiting in any way the foregoing and customary for properties similar notwithstanding anything to the Property contrary contained herein or in any separate application for any Letter of Credit, the Parent Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Parent Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the portion Parent Borrower shall not have reimbursed such amount in full to such Issuer pursuant to this Section 2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and unconditionally pay in same day funds to the Property Administrative Agent for which the account of such leasing commission is due, (y) Issuer the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueRevolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative Agent, and excluding the Administrative Agent so notifies the Revolving Loan Lenders prior to 2:00 p.m., on any leasing commissions which Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2:00 p.m. on the day of receipt, payment shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower made on the immediately following Business Day). If and (z) to the tenant under the related Lease extent such Revolving Loan Lender shall not have taken occupancy of so made its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction Revolving Loan Percentage of the requirements set forth in this Section 3amount of such payment available to the applicable Issuer, disburse such Revolving Loan Lender agrees to Borrower amounts pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the Reserve necessary date such amount is paid to reimburse Borrower the Administrative Agent for the actual costs account of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectivelysuch Issuer, “Work”)at the Federal Funds Rate. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. As soon as practicable after the receipt from the City of any Special Tax Revenues, but no later than ten (a10) Provided no Event of Default existsBusiness Days after such receipt, Lender the Fiscal Agent shall make disbursements of funds available withdraw from the Special Tax Fund and deposit in the Replacement Account Administrative Expense Fund, an amount which is estimated by the City, in an Officer’s Certificate delivered to reimburse Borrower for Replacements. the Fiscal Agent (bupon which the Fiscal Agent may conclusively rely) Provided no Event of Default existsto be sufficient, Lender shall make disbursements of funds together with the amount then on deposit in the Leasing Administrative Expense Fund, to pay the Administrative Expenses during the current Fiscal Year; provided, however, that the amount deposited in the Administrative Expense Fund prior to the deposits to the Interest Account to reimburse Borrower and the Principal Account of the Bond Fund, as provided below, shall not exceed the Priority Administrative Expense Amount for any Fiscal Year. From the cost of amount then remaining on deposit in the Special Tax Fund (i) tenant improvements required under any Lease (collectivelyincluding the amount on deposit in the Surplus Account), the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower Fiscal Agent shall, as soon as such amount is sufficient, deposit in connection with any Leasethe Reserve Fund the amount, provided that (x) such leasing commissions are reasonable and customary for properties similar in addition to the Property amount transferred to the Bond Fund described above, necessary to replenish any draw on the Reserve Fund. Thereafter, on or before each Interest Payment Date, the Fiscal Agent shall deposit in the Interest Account and the portion Principal Account of the Property for which Bond Fund the amounts required to pay the interest on and the principal of the Bond on such leasing commission is dueInterest Payment Date, (yas provided in Section 4.02(B) hereof. On or before the March 1 Interest Payment Date in each Bond Year, if the amount of other moneys which is on deposit in the Special Tax Fund is less than the amount of the interest on the Bond which is due on such leasing commissions Interest Payment Date, the Fiscal Agent shall transfer moneys from the Surplus Account, to the extent of moneys on deposit therein and available for transfer, to and deposit such moneys in the Interest Account of the Bond Fund in an amount not to exceed the deficiency in the amount of other moneys which are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueon deposit in the Special Tax Fund, and excluding any leasing commissions which shall be due any general partneravailable for transfer, or shareholder of Borrower or any affiliate of Borrower and (z) to pay the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction full amount of the requirements set forth interest on the Bond which is due and payable on such Interest Payment Date. If the moneys on deposit in this Section 3the Surplus Account are insufficient to pay the interest on the Bond due on such March 1 Interest Payment Date, disburse to Borrower amounts then the Fiscal Agent, on or before the March 1 Interest Payment Date, shall transfer moneys from the Reserve necessary Fund, to reimburse Borrower the extent of moneys on deposit therein and available for transfer, to and deposit such moneys in the actual costs Interest Account of (i) any Leasing Commissions the Bond Fund in an amount not to exceed the deficiency in the amount of other moneys which are on deposit in the Special Tax Fund, and (ii) any work relating available for transfer, to Replacements pay the full amount of the interest on the Bond which is due and payable on such Interest Payment Date. On or Tenant Improvements (collectivelybefore the September 1 Interest Payment Date in each Bond Year, “Work”). (d) Each request if the amount of other moneys which is on deposit in the Special Tax Fund is less than the amount of the interest on and principal of the Bond which is due on such Interest Payment Date, the Fiscal Agent shall transfer moneys from the Surplus Account, to the extent of moneys on deposit therein and available for disbursement transfer, to and deposit such moneys in the Interest Account and the Principal Account in amounts not to exceed the amount of the deficiency in the amount of other moneys which are on deposit in the Special Tax Fund, and available for transfer, to pay the full amount of the interest on and principal of the Bond which is due and payable on such Interest Payment Date. If the moneys on deposit in the Surplus Account are insufficient to pay the interest on and principal of the Bond due on such September 1 Interest Payment Date, then the Fiscal Agent, on or before the September 1 Interest Payment Date shall transfer moneys from the Reserve shall be Fund, to the extent of moneys on deposit therein and available for transfer to and deposit such moneys in a form specified or approved by Lenderthe Interest Account and the Principal Account in amounts not to exceed the amount of the deficiency in the amount of other moneys which are on deposit in the Special Tax Fund, and shall be accompanied by evidence available for transfer, to pay the full amount of the full performance interest on and principal of the obligations Bond which is due and payable on such Interest Payment Date. On or before May 30 of each year, commencing on May 30, 2020, the Fiscal Agent shall notify the City of the leasing agent or satisfactory completion amount which is then on deposit in the Surplus Account and the Reserve Fund, and of the Work, as the case may be, and such bills, invoices and other evidence aggregate amount of the incurrence principal of and interest on the Bond which will become due and payable on March 1 and September 1 of the related costs and expenses as Lender may reasonably requestfollowing calendar year. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the applicable Borrower and the Agent promptly of the presentment for payment of any Letter of Credit, together with notice of the date (aa "Disbursement Date") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 10:00 A.M., New York time, on the Disbursement Date, the applicable Borrower will reimburse the Issuer for all amounts which it has disbursed under the Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event third sentence of Default existsthis Section, Lender the Borrower's Reimbursement Obligation shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of accrue interest (i) tenant improvements required under any Lease (collectively, during the “Tenant Improvements”); three days following the Disbursement Date at the Prime Rate and (ii) leasing commissions incurred thereafter at the Prime Rate plus a margin of 2% per annum, payable on demand. In the event the Issuer is not reimbursed by the applicable Borrower in connection with on the Disbursement Date (other than upon a deemed Disbursement under Section 4.7 when an actual Disbursement has not been made), or if the Issuer must for any Leasereason return or disgorge such reimbursement, provided that the Lenders (xincluding the Issuer) such leasing commissions are reasonable shall, on the terms and customary for properties similar subject to the Property and conditions of this Agreement, fund the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions Reimbursement Obligation therefor by making Revolving Loans which shall be due any general partnerPrime Rate Loans (the applicable Borrower being deemed to have given a timely Borrowing Request therefor for such amount); provided, or shareholder however, for the purpose of Borrower or any affiliate of Borrower and (z) determining the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction availability of the requirements set forth in this Section 3Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve such Reimbursement Obligation shall be in a form specified or approved by Lender, and shall deemed not to be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and outstanding at such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requesttime. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. An Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of Default existssuch Letter of Credit and this Agreement, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 1:00 p.m., New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent for the account of the applicable Issuer, for all amounts that such Issuer has disbursed under such Letter of Credit, together with interest thereon at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (with the Replacement Account then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement; provided that the Borrower may, subject to the conditions to set forth herein, request in accordance with Section 2.3 that such payment be financed with a Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse Borrower for Replacements. (b) Provided no Event the applicable Issuer upon each Disbursement of Default exists, Lender shall make disbursements a Letter of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueCredit, and excluding any leasing commissions which it shall be due any general partner, or shareholder deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”a Subsidiary). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyAdministrative Agent may, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Leaseon behalf of Term Lenders, provided that (x) such leasing commissions are reasonable and customary for properties similar disburse funds to the Property and Borrower for Term Loans requested. Each Term Lender shall reimburse Administrative Agent on demand for all funds disbursed on its behalf by Administrative Agent, or if Administrative Agent so requests, each Term Lender will remit to Administrative Agent its Commitment Percentage of any Loan before Administrative Agent disburses same to the portion Borrower. If Administrative Agent elects to require that each Term Lender make funds available to Administrative Agent prior to disbursement by Administrative Agent to the Borrower, Administrative Agent shall advise each Term Lender by telephone, Electronic Transmission or fax of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined Term Lender’s Commitment Percentage of the Loan requested by the Borrower no later than the Business Day prior to the scheduled Borrowing date applicable thereto, and each such Term Lender shall pay Administrative Agent such Term Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Administrative Agent’s account, as set forth on Administrative Agent’s signature page hereto, no later than 1:00 p.m. on such scheduled Borrowing date. If any Term Lender fails to pay its Commitment Percentage within one (1) Business Day after Administrative Agent’s demand, Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to Administrative Agent. Any repayment required pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which this Section 1.11(a) shall be due without premium or penalty. Nothing in this Section 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 1.11, shall be deemed to require Administrative Agent to advance funds on behalf of any general partner, Lender or shareholder to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Administrative Agent or Borrower may have against any Term Lender as a result of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)default by such Term Lender hereunder. (cii) Revolver Agent may, on behalf of Revolving Lenders, disburse funds to the Borrower for Loans requested. Each Revolving Lender shallshall reimburse the Revolver Agent on demand for all funds disbursed on its behalf by the Revolver Agent, upon written request from Borrower and satisfaction or if the Revolver Agent so requests, each Revolving Lender will remit to the Revolver Agent its Commitment Percentage of any Loan before the Revolver Agent disburses same to the Borrower. If the Revolver Agent elects to require that each Revolving Lender make funds available to the Revolver Agent prior to disbursement by the Revolver Agent to the Borrower, the Revolver Agent shall advise each Revolving Lender by telephone, Electronic Transmission or fax of the requirements set forth amount of such Revolving Lender’s Commitment Percentage of the Loan requested by the Borrower no later than 1:00 p.m. on the scheduled Borrowing date applicable thereto, and each such Revolving Lender shall pay the Revolver Agent such Revolving Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to the Revolver Agent’s account on such scheduled Borrowing date. If any Revolving Lender fails to pay its Commitment Percentage within one (1) Business Day after the Revolver Agent’s demand, the Revolver Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to the Revolver Agent. Any repayment required pursuant to this Section 1.11(a) shall be without premium or penalty. Nothing in this Section 31.11(a) or elsewhere in this Agreement or the other Loan Documents, disburse to Borrower amounts from including the Reserve necessary to reimburse Borrower for the actual costs remaining provisions of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectivelySection 1.11, “Work”). (d) Each request for disbursement from the Reserve shall be in deemed to require the Revolver Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Revolver Agent, Swingline Lender or the Borrower may have against any Revolving Lender as a form specified or approved result of any default by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Revolving Lender may reasonably requesthereunder. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(C), Section 8.2, Section 8.3 or Section 8.4 for the purpose of Default existscash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, Lender after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the interest rate then in effect for Base Rate Loans pursuant to Section 3.3 for the Replacement Account period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse Borrower the Issuer for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to arms length transactions between Borrower Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and any leasing agent in an amount equal to which a leasing commission is duethe amount of such drawing less amounts, and excluding any leasing commissions if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be due applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw notwithstanding (I) that the amount of such Borrowing may not comply with the minimum amount of Borrowings otherwise required hereunder, (II) whether any general partnerconditions specified in Section 5.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure of any such deemed request for a Borrowing to be made by the time otherwise required in Section 2.1, (V) the date of such Borrowing (provided that such date must be a Business Day), or shareholder of Borrower or (VI) any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction termination of the requirements Commitments immediately prior to such Borrowing or contemporaneously therewith. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs herein upon each Disbursement of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)a Letter of Credit. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Each Issuer will notify the applicable Revolving Credit Borrower and the Administrative Agent promptly of the presentment for payment of any Revolving Credit Letter of Credit, together with notice of the date (aa "Disbursement Date") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Revolving Credit Letter of Credit, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in such Revolving Credit Letter of Credit. Prior to 12:00 noon, New York City time, on the Replacement Account Disbursement Date, the Revolving Credit Borrowers will be obligated, on a joint and several basis, to reimburse Borrower the applicable Issuer for Replacements. all amounts which it has disbursed under the Revolving Credit Letter of Credit. To the extent the applicable Issuer is not reimbursed in full in accordance with the third sentence of this Section, the Revolving Credit Borrowers' Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to the Alternate Base Rate plus the Applicable Revolving Loan Margin for Base Rate Loans plus a margin of 5.0% per annum, payable on demand. In the event the applicable Issuer is not reimbursed by the Revolving Credit Borrowers on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Revolving Credit Lenders (bincluding such Issuer) Provided no Event shall, on the terms and subject to the conditions of Default existsthis Agreement, Lender shall make disbursements of funds fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Credit Loans which are Base Rate Loans as provided in Section 2.1.2 (the Leasing Account Revolving Credit Borrowers being deemed to reimburse Borrower have given a timely Borrowing Request therefor for such amount); provided, however, for the cost purpose of (i) tenant improvements required under any Lease (collectively, determining the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar availability of the Revolving I Credit Commitments to make Revolving I Credit Loans immediately prior to giving effect to the Property and the portion application of the Property for which such leasing commission is due, (y) the amount proceeds of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueRevolving Credit Loans, and excluding any leasing commissions which such Reimbursement Obligation shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)deemed not to be outstanding at such time. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event Payment Notice and Disbursement Requests; Disbursements. Prior to the disbursement of Default existsany funds from the Securities Account by the Depositary, Lender the Company must deliver to the Depositary the written consent of the Holders to such disbursement. The Company shall make obtain such written consent by delivering notice (the "Disbursement Notice") to the Holders of a proposed disbursement five (5) Business Days prior to such date on which such disbursement is to be made (the "Disbursement Date"), which Disbursement Notice shall contain the time period to which such payment applies and the amount of the disbursement. Promptly after receipt of the Disbursement Notice from the Company, the Holders shall notify the Depositary of their consent, if any, to the disbursement of funds on the Disbursement Date by delivery of a Payment Notice and Disbursement Request substantially in the form of Exhibit A attached hereto. No disbursements of funds available in from the Replacement Securities Account to reimburse Borrower for Replacementsshall be made by the Depositary without receipt of the Payment Notice and Disbursement Request from the Holders authorizing such disbursement. (b) Provided no Event of Default exists, Lender All disbursements from the Securities Account must be made in cash and shall make disbursements of funds in the Leasing Account apply solely to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectivelyinterest due under the Notes, “Leasing Commissions”). (c) Lender shallexcept in the event of a Default, upon an Event of Default, or an event that with the lapse of time or the giving of notice, or both, would constitute an Event of Default, or termination of this Agreement in accordance with the provisions of Section 6 hereof, in which case written request from Borrower notice thereof shall be provided to the Depositary by the Required Holders and satisfaction disbursements of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve Securities Account shall be made in a form specified or approved by Lender, and shall be accompanied by evidence accordance with the provisions of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.Section 6(b)(v)

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (athe "Disbursement Date") Provided no Event such payment shall be made (each such payment, a "Disbursement"). Subject to the terms and provisions of Default existssuch Letter of Credit and this Agreement, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in such Letter of Credit. Prior to 11:00 a.m., New York City time, on the Replacement Account to first Business Day following the Disbursement Date, the Borrower will reimburse Borrower for Replacements. (b) Provided no Event of Default existsthe Administrative Agent, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost account of the Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit, together with interest thereon at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (iwith the then Applicable Margin for Revolving Loans accruing on such amount) tenant improvements required under any Lease (collectivelypursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement; provided, however, that unless the Borrower shall have notified the Administrative Agent and the Issuer prior to such time on the Disbursement date, the “Tenant Improvements”); Borrower will be deemed to have requested (and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion shall deliver a Borrowing Request within one Business Day of the Property for which such leasing commission is due, (yDisbursement Date confirming) that a Swing Line Loan be made in the amount of such leasing commissions reimbursement and the Administrative Agent shall so notify the Swing Line Lender who shall, subject to the conditions set forth herein (except for the notice, the minimum principal amount and the integral amount requirements), make a Swing Line Loan in such amount (the proceeds of which will be wired to the Issuer unless the Issuer and the Swing Line Lender are determined pursuant the same Person, in which case a book-entry transfer may be made). Without limiting in any way the foregoing and notwithstanding anything to arms length transactions between the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which agrees that it shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary obligated to reimburse Borrower for the actual costs Issuer upon each Disbursement of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)a Letter of Credit. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the applicable Borrower or Borrowers and the Administrative Agent promptly of the presentment for payment of any Letter of Credit, together with notice of the date (aa "Disbursement Date") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. The applicable Borrower or Borrowers will reimburse the Issuer for all amounts which it has disbursed under such Letter of Credit, except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Replacement Account Issuer or the Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")), on the Disbursement Date, if such Borrower or Borrowers are notified of such disbursement prior to 12:00 noon (New York, New 55 York, time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if such Borrower or Borrowers are not so notified (the "Reimbursement Due Date"). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by such Borrower or Borrowers on the Disbursement Date, such Reimbursement Obligation shall accrue interest from (and including) the Disbursement Date at a fluctuating rate per annum equal to the sum of the Alternate Base Rate from time to time in effect, plus the Applicable Margin for Replacements. ABR Loans from time to time in effect, plus from (band including) Provided no Event the Reimbursement Due Date, a margin of Default exists200 basis points, Lender shall make disbursements payable on demand. In the event the Issuer is not reimbursed by such Borrower or Borrowers on the Disbursement Date for any Reimbursement Obligation in respect of funds in any Letter of Credit due and owing on such Disbursement Date, or if the Leasing Account to reimburse Borrower Issuer must for the cost of (i) tenant improvements required under any Lease (collectivelyreason return or disgorge such reimbursement, the “Tenant Improvements”); Lenders (including the Issuer) shall, on the terms and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar subject to the Property and conditions of this Agreement (including the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements conditions set forth in this Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 32.3 (such Borrower or Borrowers being deemed to have given a timely Borrowing Request therefor for such amount); provided, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower however, for the actual costs purpose of (i) any Leasing Commissions and (ii) any work relating determining the availability of the Commitments to Replacements or Tenant Improvements (collectivelymake Loans immediately prior to giving effect to the application of the proceeds of such Loans, “Work”). (d) Each request for disbursement from the Reserve such Reimbursement Obligation shall be in a form specified or approved by Lender, and shall deemed not to be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and outstanding at such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requesttime. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event Subject to the terms and provisions of Default existseach Letter of Credit and this Agreement, Lender upon presentment under any Letter of Credit to the Issuer thereof for payment, such Issuer shall make disbursements such payment to the beneficiary (or its designee) of such Letter of Credit on the date designated for such payment (the “Disbursement Date”). Such Issuer will promptly notify the relevant Borrower and each of the Lenders of the presentment for payment of any such Letter of Credit, together with notice of the Disbursement Date thereof. Prior to 12:00 noon, Applicable Time, on the next Business Day following the Disbursement Date, the relevant Borrower will reimburse the Administrative Agent, for the account of such Issuer, for all amounts disbursed under such Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, the relevant Borrower’s Reimbursement Obligation shall accrue interest, payable on demand, at an annual rate equal to the Reference Rate through the first Business Day following the Disbursement Date and equal to the sum of the Reference Rate plus 0.50% thereafter. In the event the relevant Borrower fails to notify the Administrative Agent and the relevant Issuer prior to 1:00 p.m., Applicable Time, on the Disbursement Date that the relevant Borrower intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds available other than proceeds of Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Borrower prior to 1:00 p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer must for any reason return or disgorge such reimbursement), the Administrative Agent shall promptly notify the Lenders, and the relevant Borrower shall be deemed to have given a timely Borrowing Request as of the Disbursement Date for Loans in an aggregate principal amount equal to such Reimbursement Obligation and the Lenders (other than the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2), make Loans in the Replacement Account amount of such Reimbursement Obligation as provided in Section 3.1; provided that for the purpose of determining the availability of any unused Total Commitment Amount immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Loans deemed requested by the relevant Borrower as provided in the preceding sentence shall not be satisfied at the time of such deemed request, each Lender (including the relevant Issuer) shall pay to the Administrative Agent, as funding of its participation interest pursuant to Section 3.2.1 in the related Letter of Credit, its Percentage of the related Reimbursement Obligation, and the Administrative Agent shall promptly pay to the relevant Issuer the amounts so received by it from the Lenders. If a Lender makes a payment pursuant to this subsection to reimburse Borrower for Replacements. an Issuer in respect of any Reimbursement Obligation (b) Provided no Event of Default existsother than by funding Loans as contemplated above), Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, such payment will not constitute a Loan and will not relieve the “Tenant Improvements”); relevant Borrower of its Reimbursement Obligation and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar Lender will be subrogated to the Property and the portion its pro rata share of the Property relevant Issuer's claim against such Borrower for which such leasing commission is due, (y) the amount payment of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Reimbursement Obligation. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in Each Issuer will notify the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the Agent promptly of the presentment for payment of all or any portion of the Property for which outstanding stated amount of any Revolving Loan Letter of Credit, together with notice of the date (the "DISBURSEMENT DATE") such leasing commission is due, (y) payment shall be made and the amount thereof. Subject to the terms and provisions of such leasing commissions Revolving Loan Letter of Credit, the applicable Issuer shall make such payment (the "DISBURSEMENT") to the beneficiary (or its designee) of such Revolving Loan Letter of Credit. Prior to 11:30 a.m. (Chicago, Illinois time) on the Disbursement Date, the Borrower will reimburse the applicable Issuer for all amounts which it has disbursed under the Revolving Loan Letter of Credit in accordance with Section 2.8(f), either, by payment in cash or, at the Borrower's option, with the proceeds of Loans in accordance with the succeeding sentence. In the event the applicable Issuer is not reimbursed by the Borrower by payment of cash on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Lenders (including such Issuer, in the case of an Issuer that is also a Lender) shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor on the Borrower's behalf by making, on the next Business Day, Loans (in accordance with each Lender's Percentage Share of such Disbursement) which are determined pursuant Base Rate Loans as provided in Section 2.1(a) (the Borrower being deemed to arms length transactions between Borrower and any leasing agent have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to which a leasing commission is duemake Loans immediately prior to giving effect to the application of the proceeds of such Loans, and excluding any leasing commissions which such Reimbursement Obligation shall be due any general partner, or shareholder of deemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full (by payment in cash from the Borrower or any affiliate with the proceeds of Borrower and (zLoans) in accordance with the tenant under preceding sentences, the related Lease Borrower's Reimbursement Obligation shall have taken occupancy accrue interest at a fluctuating rate determined by reference to the Adjusted LIBO Rate, plus a margin of its entire leased premises and commenced the payment of its entire base minimum rent (collectively2% per annum, “Leasing Commissions”)payable on demand. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Each Issuer will notify the applicable Revolving Credit Borrower and the Administrative Agent promptly of the presentment for payment of any Revolving Credit Letter of Credit, together with notice of the date (aa Disbursement Date) Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Revolving Credit Letter of Credit, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in such Revolving Credit Letter of Credit. Prior to 12:00 noon, New York City time, on the Replacement Account Disbursement Date, the Revolving Credit Borrowers will be obligated, on a joint and several basis, to reimburse Borrower the applicable Issuer for Replacements. all amounts which it has disbursed under the Revolving Credit Letter of Credit. To the extent the applicable Issuer is not reimbursed in full in accordance with the third sentence of this Section, the Revolving Credit Borrowers Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to the Alternate Base Rate plus the Applicable Revolving Loan Margin for Base Rate Loans plus a margin of 5.0% per annum, payable on demand. In the event the applicable Issuer is not reimbursed by the Revolving Credit Borrowers on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Revolving Credit Lenders (bincluding such Issuer) Provided no Event shall, on the terms and subject to the conditions of Default existsthis Agreement, Lender shall make disbursements of funds fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Credit Loans which are Base Rate Loans as provided in Section 2.1.2 (the Leasing Account Revolving Credit Borrowers being deemed to reimburse Borrower have given a timely Borrowing Request therefor for such amount); provided, however, for the cost purpose of (i) tenant improvements required under any Lease (collectively, determining the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar availability of the Revolving I Credit Commitments to make Revolving I Credit Loans immediately prior to giving effect to the Property and the portion application of the Property for which such leasing commission is due, (y) the amount proceeds of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueRevolving Credit Loans, and excluding any leasing commissions which such Reimbursement Obligation shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)deemed not to be outstanding at such time. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. 4.1. Bond proceeds of the District designated for the Water Facilities shall be held by the District or the Trustee for each series of the Bonds in a special fund (athe “Water Facilities Account of the Acquisition and Construction Fund”), and shall be separated into two (2) Provided no Event separate subaccounts. Proceeds of Default existsa series of Bonds to finance the SMWD Construction Facilities Amount shall be deposited into one subaccount for such series (the “SMWD Construction Subaccount”) provided that the total amount deposited into all SMWD Construction Subaccounts shall not exceed the SMWD Construction Facilities Amount unless such amount has been increased as provided herein. Proceeds of a series of Bonds to finance the In-Tract Facilities Amount shall be deposited into another subaccount for such series (the “In-Tract Subaccount”) provided that the total amount deposited into all In-Tract Subaccounts shall not exceed the In-Tract Facilities Amount unless such amount has been increased as provided herein. Funds in each subaccount shall be invested by the County Treasurer or the Trustee for the Bonds at the direction of the District, Lender as applicable, and earn and accumulate its own interest. In the event that the District has deposited Bond proceeds to the Water Facilities Account of the Acquisition and Construction Fund to fund all or a portion of the Water Facilities Amount, the County shall notify SMWD and the Company, in writing, as to the amount of Bond proceeds so deposited and the amount thereof deposited into each such subaccount. If there are not sufficient Bond proceeds to fund all of the SMWD Construction Facilities Amount and the In-Tract Facilities Amount, then the SMWD Construction Facilities Amount shall be funded first, followed by the In-Tract Facilities Amount. All interest earnings on amounts in a SMWD Construction Subaccount shall remain in the SMWD Construction Subaccount and will be available for disbursement for the SMWD Construction Facilities; provided, however that the County and the Company may agree to transfer such interest earnings to finance other eligible facilities. All interest earnings on amounts in an In-Tract Subaccount shall remain in the In-Tract Subaccount and will be available for disbursement for the In-Tract Facilities; provided, however that the County and the Company may agree to transfer such interest earnings to finance other eligible facilities. 4.2. The County Treasurer or the District shall cause the Trustee for the Bonds, as applicable, to make disbursements from each subaccount of funds available the Water Facilities Account of the Acquisition and Construction Fund in accordance with the Replacement Account terms of this Agreement and neither the County nor the District shall be responsible to reimburse Borrower SMWD for Replacementscosts incurred by SMWD as a result of withheld or delayed disbursements. 4.3. SMWD agrees that it will request a disbursement of Bond proceeds only for costs related to the Water Facilities that are eligible for financing under the Act which include the costs of acquiring the land for the Water Facilities (b) Provided no Event of Default existsif applicable), Lender shall make disbursements of funds in constructing or acquiring the Leasing Account to reimburse Borrower for Water Facilities including the cost of planning and designing the Water Facilities, the cost of environmental evaluation of the Water Facilities and other expenses incidental to the construction, completion and inspection of the authorized work. SMWD agrees that prior to requesting disbursement from the District it shall review and approve all costs included in its request, and either SMWD or third parties constructing the Water Facilities will have already paid or incurred such costs of the Water Facilities. ▇▇▇▇ proceeds shall be paid directly to SMWD only to reimburse it for costs previously paid by SMWD. All other Bond proceeds to be disbursed shall be paid at the direction of SMWD to third parties, which may include the Company, who have previously paid or incurred costs of the Water Facilities. SMWD agrees that in processing disbursements it will comply with all legal requirements for the expenditure of Bond proceeds under the Act and the Internal Revenue Code of 1986 and any amendments thereto, if such bonds are issued on a tax-exempt basis. Further, the Company agrees that if it requests that SMWD make any submissions for a disbursement under this Agreement for any Water Facilities constructed by the Company, the Company will have already paid for the costs included in such disbursement request, and the Company will comply with all legal requirements for the expenditure of Bond proceeds under the Act and the Internal Revenue Code of 1986, if applicable, and any amendments thereto in connection with the construction of such Water Facilities. Without limiting the foregoing, if SMWD elects to purchase the Water Facilities from a third party, SMWD may request disbursements in connection with improvements based upon the discrete portion or phases of a partially completed project as set forth on Exhibit A and as permitted by California Government Code Section 53313.51. In such event, (i) tenant improvements required the discrete portions or phases shall be constructed pursuant to plans, standards, specifications and other requirements that satisfy the provisions of Section 5 below, (ii) the price for each discrete portion or phase shall equal the lesser of the cost or the value thereof, and shall be in no event in excess of the amount set forth on Exhibit A, and (iii) SMWD shall have inspected and approved of such discrete portion or phase and accepted conveyance or dedication thereof (or shall have an irrevocable commitment to convey or dedicate for SMWD’s benefit), all pursuant to SMWD’s normal procedures and in accordance with California Government Code Section 53313.51. 4.4. For bonds issued on a tax-exempt basis, SMWD will not use or permit the Water Facilities to be used for any activity that would constitute a “Private Use” in violation of legal requirements for the expenditure of Bond proceeds under the Act and the Internal Revenue Code of 1986 and any Lease amendments thereto. SMWD understands (collectivelyi) that the term “Private Use” means any activity that constitutes a trade or business that is carried on by persons or entities, other than governmental entities; (ii) that the leasing of the Water Facilities or access by persons or entities other than a governmental unit on a basis other than as a member of the general public (“Tenant ImprovementsGeneral Public Use”)) would constitute a Private Use; and (iii) that the use of the Water Facilities in a trade or business would constitute a General Public Use only if the Water Facilities are intended to be available and are in fact reasonably available for use on the same basis by natural persons not engaged in a trade or business. SMWD represents to the District that SMWD’s employer identification number is ▇▇-▇▇▇▇▇▇▇. If any proceeds of a series of Bonds will be applied to finance the Water Facilities, in connection with the issuance of such Bonds, SMWD agrees that it shall provide to the District a certificate confirming the representations contained in clauses (i) and (ii) leasing commissions incurred by Borrower of this Section 4.4 and such other matters as the District may reasonably request upon which the District and its bond counsel may rely in connection with any Lease, provided the issuance of such Bonds and their conclusion that (x) interest on such leasing commissions are reasonable Bonds is not included in gross income for purposes of federal income taxation. 4.5. SMWD agrees to maintain adequate internal controls over its payment function and customary for properties similar to maintain accounting records in accordance with generally accepted accounting procedures. The District and the County shall have the right to conduct their own audit of SMWD’s records related to the Property and the portion expenditure of the Property Water Facilities Amount at reasonable times during normal business hours. 4.6. SMWD shall submit a request for which such leasing commission is due, (y) payment to the amount of such leasing commissions are determined pursuant District along with adequate supporting documentation acceptable to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions the District which shall be due any general partnerin the form attached hereto as Exhibit C (a “Disbursement Request”), which shall be signed by the General Manager of SMWD, or shareholder written designee, and which shall be for the exact amount to be reimbursed to SMWD (or to other parties, with the name and address to which such reimbursement should be made), which costs shall in no event exceed the amount remaining on deposit in the applicable subaccount of Borrower the Water Facilities Account of the Acquisition and Construction Fund. Upon receipt of an approved Disbursement Request completed in accordance with the terms of this Agreement, the District shall make an electronic transfer of such portion of requested funds as are then available for release pursuant to the documents pursuant to which the Bonds are issued to SMWD’s bank account (or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectivelyto such other party or such other parties’ bank account, “Leasing Commissions”as directed by SMWD). (c) Lender shall4.7. If for any reason whatsoever, upon written request from Borrower and satisfaction there are insufficient funds to complete the Water Facilities, or any portion thereof, neither the County, the District nor SMWD shall have any obligation to fund any such shortfall under this Agreement. The Company acknowledges that this Agreement is intended, in part, to fund obligations of the requirements Company with respect to the Water Facilities as set forth in this Section that certain General Reimbursement Agreement Improvement District 5 Ranch Plan Project Area – Planning Area 3, disburse to Borrower amounts from dated as of August 14, 2020, by and between the Reserve necessary to reimburse Borrower for Company and SMWD (the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “WorkOriginal Agreement”). , as amended by that certain First Amendment to General Reimbursement Agreement Improvement District 5 Ranch Plan Project Area – Planning Area 3, dated as of August 21, 2020, by and between the Company and SMWD (d) Each request for disbursement from the Reserve shall be in a form specified or approved “First Amendment”), that certain Second Amendment to General Reimbursement Agreement Improvement District 5 Ranch Plan Project Area – Planning Area 3, dated as of August 28, 2020, by Lenderand between the Company and SMWD (the “Second Amendment”), that certain Third Amendment to General Reimbursement Agreement Improvement District 5 Ranch Plan Project Area – Planning Area 3, dated as of October 21, 2021, by and between the Company and SMWD (the “Third Amendment”), that certain Fourth Amendment to General Reimbursement Agreement Improvement District 5 Ranch Plan Project Area – Planning Area 3, dated as of September 23, 2022, by and between the Company and SMWD (the “Fourth Amendment”), and shall be accompanied that certain Fifth Amendment to General Reimbursement Agreement Improvement District 5 Ranch Plan Project Area – Planning Area 3, dated as of August 23, 2024, by evidence of and between the full performance of Company and SMWD (the obligations of “Fifth Amendment,” together with the leasing agent or satisfactory completion of the WorkOriginal Agreement, First Amendment, Second Amendment, Third Amendment, and Fourth Amendment, as may be further amended from time to time, collectively the case may be“General Reimbursement Agreement”). The Company and SMWD acknowledge that a failure to fund the Company’s full obligations with respect to Water Facilities pursuant to this Agreement and the General Reimbursement Agreement, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from relieve the Reserve more frequently than once in Company of any calendar quarterunfunded obligations. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event Subject to the terms and provisions of Default existseach Letter of Credit and this Agreement, Lender upon presentment under any Letter of Credit to the Issuer thereof for payment, such Issuer shall make disbursements such payment to the beneficiary (or its designee) of such Letter of Credit on the date designated for such payment (the "Disbursement Date"). Such Issuer will promptly notify the relevant Borrower and each of the Lenders of the presentment for payment of any such Letter of Credit, together with notice of the Disbursement Date thereof. Prior to 12:00 noon, Applicable Time, on the next Business Day following the Disbursement Date, the relevant Borrower will reimburse the Administrative Agent, for the account of such Issuer, for all amounts disbursed under such Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, the relevant Borrower's Reimbursement Obligation shall accrue interest, payable on demand, at an annual rate equal to the Reference Rate through the first Business Day following the Disbursement Date and equal to the sum of the Reference Rate plus 0.50% thereafter. In the event the relevant Borrower fails to notify the Administrative Agent and the relevant Issuer prior to 1:00 p.m., Applicable Time, on the Disbursement Date that the relevant Borrower intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds available other than proceeds of Revolving Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Borrower prior to 1:00 p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer must for any reason return or disgorge such reimbursement), the Administrative Agent shall promptly notify the Lenders, and the relevant Borrower shall be deemed to have given a timely Borrowing Request as of the Disbursement Date for Revolving Loans in an aggregate principal amount equal to such Reimbursement Obligation and the Lenders (other than the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2), make Revolving Loans in the Replacement Account amount of such Reimbursement Obligation as provided in Section 3.1; provided that for the purpose of determining the availability of any unused Total Credit Commitment Amount immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Revolving Loans deemed requested by the relevant Borrower as provided in the preceding sentence shall not be satisfied at the time of such deemed request, each Lender (including the relevant Issuer) shall pay to the Administrative Agent, as funding of its participation interest pursuant to Section 3.2.1 in the related Letter of Credit, its Percentage of the related Reimbursement Obligation, and the Administrative Agent shall promptly pay to the relevant Issuer the amounts so received by it from the Lenders. If a Lender makes a payment pursuant to this subsection to reimburse Borrower for Replacements. an Issuer in respect of any Reimbursement Obligation (b) Provided no Event of Default existsother than by funding Revolving Loans as contemplated above), Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, such payment will not constitute a Revolving Loan and will not relieve the “Tenant Improvements”); relevant Borrower of its Reimbursement Obligation and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar Lender will be subrogated to the Property and the portion its pro rata share of the Property relevant Issuer's claim against such Borrower for which such leasing commission is due, (y) the amount payment of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Reimbursement Obligation. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit, together with notice of the date (aa “Disbursement Date”) Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. The Borrower (whether or not it is the Account Party under a particular Letter of Credit) will reimburse the Issuer for all amounts which it has disbursed under such Letter of Credit, except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Replacement Account Issuer or the RL Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the RL Lenders for such amounts in accordance with such terms being herein referred to as a “Liquidity Obligation”)), on the Disbursement Date, if the Borrower is notified of such disbursement prior to 12:00 noon (New York City, New York time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if the Borrower is not so notified (the “Reimbursement Due Date”). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by the Borrower on the Disbursement Date, such Reimbursement Obligation shall accrue interest from (and including) the Disbursement Date at a fluctuating rate per annum equal to the sum of the Alternate Base Rate from time to time in effect, plus the Applicable Margin for Replacements. Revolving Loans maintained as ABR Loans from time to time in effect, plus from (band including) Provided no Event the Reimbursement Due Date, a margin of Default exists200 basis points, Lender shall make disbursements payable on demand. In the event the Issuer is not reimbursed by the Borrower on the Disbursement Date for any Reimbursement Obligation in respect of funds in any Letter of Credit due and owing on such Disbursement Date, or if the Leasing Account to reimburse Borrower Issuer must for the cost of (i) tenant improvements required under any Lease (collectivelyreason return or disgorge such reimbursement, the “Tenant Improvements”); and RL Lenders (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar including the Issuer to the Property and the portion of the Property for which such leasing commission extent that it is due, (yan RL Lender) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower on the terms and satisfaction subject to the conditions of this Agreement (including the requirements conditions set forth in this Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Revolving Loans which are ABR Loans as provided in Section 32.3 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount unless, disburse prior to the making of such Revolving Loans, the Borrower amounts from shall have notified the Reserve necessary Administrative Agent, in writing, that the Borrower cannot satisfy the conditions set forth in Article VI (the Borrower hereby agreeing to reimburse Borrower immediately provide the Administrative Agent with such notice)); provided, however, for the actual costs purpose of (i) any Leasing Commissions and (ii) any work relating determining the availability of the Revolving Loan Commitments to Replacements or Tenant Improvements (collectivelymake Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, “Work”). (d) Each request for disbursement from the Reserve such Reimbursement Obligation shall be in a form specified or approved by Lender, and shall deemed not to be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and outstanding at such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requesttime. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event The Issuer will notify the Borrower, the Administrative Agent and the Primary DIP Facility Agent in writing promptly of Default existsthe presentment for payment of any Letter of Credit, Lender together with notice of the date (a "Disbursement Date") such payment shall be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in the Replacement Account to reimburse Borrower for Replacementssuch Letter of Credit. (b) Provided no The Borrower will reimburse the Issuer for all amounts which it has disbursed under such Letter of Credit on the Reimbursement Date relating to the draw under such Letter of Credit; provided that (i) if such Letter of Credit is an Enhancement Letter of Credit, the Borrower may not make such reimbursement if at the time of such reimbursement, any event which constitutes (or, upon the passage of time and/or the giving of notice, would constitute) a Liquidation Event of Default, Limited Liquidation Event of Default exists, Lender shall make disbursements of funds or Amortization Event (in each case as defined in the Leasing Account Base Indenture or the Series Supplement to reimburse which such Enhancement Letter of Credit relates) has occurred and is continuing with respect to the Notes (as defined in the Base Indenture) to which such Series Supplement relates as a result of the event or condition that caused such draw, which event has not been waived in accordance with the terms of the Base Indenture and such Series Supplement; provided further, that the Borrower for may, following the cost occurrence of an event described above in this clause (i), make such reimbursement (which reimbursement shall be made prior to the Reimbursement Date relating to such Enhancement Letter of Credit if the following conditions are satisfied prior to such date) only if (1) the related Liquidation Event of Default, Limited Liquidation Event of Default or Amortization Event has been waived as described in this clause (i) tenant improvements required (and no other event as described above in this clause (i) shall have occurred and is continuing) and (2) simultaneously with, and as a condition to, such reimbursement of the amount drawn under any Lease (collectivelysuch Enhancement Letter of Credit, the “Tenant Improvements”)Issuer reinstates such Enhancement Letter of Credit such that the Stated Amount of such Enhancement Letter of Credit (after giving effect to such reinstatement) is not less than the Stated Amount of such Enhancement Letter of Credit as in effect immediately prior to such draw; and and (ii) leasing commissions incurred by if such Letter of Credit is a Replacement General Letter of Credit, the Borrower in connection with any Lease, provided that (x) shall make such leasing commissions are reasonable and customary for properties similar reimbursement prior to the Property Reimbursement Date relating to such Replacement General Letter of Credit with the amounts that were funded from such draw and thereafter returned and deposited into an account established by the Administrative Agent for such purpose if such return is due solely to (A) the payment and performance in full of the underlying contract, agreement or obligations supported by such Replacement General Letter of Credit and the portion expiration or other termination of the Property for which such leasing commission is dueany and all underlying obligations, or (yB) the issuance of a Replacement General Letter of Credit in exchange for the amount reimbursed under such drawn Replacement General Letter of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Credit. (c) Lender shallUntil the Issuer is reimbursed in full in respect of any Reimbursement Obligation payable by the Borrower, upon written request from Borrower and satisfaction such Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to the Alternate Base Rate plus a margin of the requirements set forth in this Section 34.5% per annum, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve which accrued interest shall be payable on the date that such Reimbursement Obligation is paid in a form specified or approved by Lender, full and shall be accompanied by evidence of on each Payment Date occurring during the full performance of period commencing on the obligations of date that such Reimbursement Obligation arose and ending on the leasing agent or satisfactory completion of the Work, as the case may be, and date that such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requestReimbursement Obligation is paid in full. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Conversion to ---------------------------- Revolving Loans. The Issuer --------------- will notify the Parent and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (athe "Disbursement Date") Provided no Event such payment shall be made (each such payment, a "Disbursement"). Subject to the terms and provisions of Default existssuch Letter of Credit and this Agreement, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in such Letter of Credit. Prior to 12:00 noon, New York time, on the Replacement Account first Business Day following the Disbursement Date (the "Disbursement Due Date"), the Borrowers shall be obligated, on a joint and several basis, to reimburse Borrower for Replacements. (b) Provided no Event of Default existsthe Administrative Agent, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost account of the Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit, together with interest thereon at the rate per annum otherwise applicable to Revolving Loans (imade as Base Rate Loans) tenant improvements required under any Lease from and including the Disbursement Date to but excluding the Disbursement Due Date and, thereafter (collectivelyunless such Disbursement is converted into a Base Rate Loan on the Disbursement Due Date), the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar at a rate per annum equal to the Property rate per annum then in effect with respect to overdue Revolving Loans (made as Base Rate Loans) pursuant to Section 3.2.2 for the period from and including the portion Disbursement Due Date to but excluding the date of such reimbursement; provided, however, that, if no Default shall have then occurred and be continuing, unless the Property Borrowers have notified the Administrative Agent no later than one Business Day prior to the Disbursement Due Date that it will reimburse the Issuer for which such leasing commission is duethe applicable Disbursement, (y) then the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which the Disbursement shall be due any general partnerdeemed to be a Revolving Loan constituting a Base Rate Loan and following the giving of notice thereof by the Administrative Agent to the Lenders, or shareholder each Lender with a commitment to make Revolving Loans (other than the Issuer) will deliver to the Issuer on the Disbursement Due Date immediately available funds in an amount equal to such Lender's Percentage of Borrower or any affiliate such Revolving Loan. Each conversion of Borrower Disbursement amounts into Revolving Loans shall constitute a representation and (z) warranty by the tenant under Borrowers that on the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction date of the requirements making of such Revolving Loan all of the statements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions 5.2.1 are true and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)correct. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no The Funding Amount is available for disbursement. OCII’s obligation to approve the expenditure of Predevelopment Funds prior to the Loan Closing Date is subject to Borrower’s satisfaction of the following conditions precedent: (i) Borrower must have delivered to OCII (an Expenditure Request in form and substance satisfactory to OCII, together with: (i) copies of invoices, contracts or other documents covering all amounts requested; (ii) a line item breakdown of costs to be covered by the Expenditure Request; and (iii) copies of checks issued to pay expenses covered in the previous Expenditure Request. Any request from Borrower to reallocate Funds between the line items or to change the budget limits for a line item from what is shown in the Table of Sources and Uses must be approved as follows: (i) except for funds moved from the contingency line item to another line item, a requested reallocation of Funds in an amount up to ten percent (10%) of the Loan Amount in the aggregate may be made with the express written approval of OCII’s Executive Director or his/her designee; and (ii) except for funds moved from the contingency line item to another line item, a requested reallocation of Funds in an amount that exceed ten percent (10%) of the Loan Amount may be made only with the express written approval of the OCII Executive Director. Reallocations of Funds from contingency line items to other line items shall not require the consent of OCII. (ii) No Event of Default existsDefault, Lender or event that with notice or the passage of time or both could constitute an Event of Default, may have occurred that remains uncured as of the date of the Expenditure Request. (iii) With respect to any Expenditure Request that covers rehabilitation or construction costs, Borrower must have certified to OCII that the Project complies with the labor standards set forth in Exhibit F, Section 1, if applicable. (iv) Borrower must have complied with the following loan conditions, as required by the Citywide Affordable Housing Loan Committee through its approval of the Project’s Loan Evaluation on December 6, 2013 Loan Evaluation which include: 1. OCII and MOHCD must review and approve the investor and lender Requests for Proposals for the Project. Borrower must allow OCII staff and its financial advisor, with borrower participation in such communication, to communicate directly with prospective and selected lenders/investors (Notwithstanding anything to the contrary contained herein, the foregoing shall make disbursements not be a condition to disbursement of funds available in Loan Funds prior to the Replacement Account issuance of the Request for Proposals.) 2. Borrower will collaborate with OCII/MOHCD staff to reimburse Borrower determine the most appropriate financial plan for Replacementsthe Project that conforms to the DDA, MOHCD Underwriting Guidelines, CNI and applicable HUD regulations, and HOPE SF principles. (b) Provided no Event OCII shall endeavor to either approve or disapprove such Expenditure Request within 10 business days of Default exists, Lender receipt. In the event OCII disapproves an Expenditure Request OCII shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon provide written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse notice thereof to Borrower amounts from specifying the Reserve necessary reason for such disapproval. OCII shall endeavor to reimburse Borrower for the actual costs fund all approved expenditure requests within five (5) business days of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)approval. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Each Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit, together with notice of the date (athe "Disbursement Date") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. In paying any drawing under a Letter of Credit, the applicable Issuer shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Prior to 12:00 noon (Dallas time) on the Disbursement Date, the Borrower will reimburse the applicable Issuer for all amounts which have been disbursed under the Letter of Credit. To the extent the applicable Issuer is not reimbursed in full in accordance with the Replacement Account preceding sentence, the Borrower's Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to reimburse the Alternate Base Rate, plus the Applicable Margin, plus a margin of 3% per annum, payable on demand. In the event the applicable Issuer is not reimbursed by the Borrower on the Disbursement Date, or if such Issuer must for Replacements. any reason return or disgorge such reimbursement, the Lenders (bincluding such Issuer) Provided no Event shall, on the terms and subject to the conditions of Default existsthis Agreement, Lender shall make disbursements of funds fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans, which are Base Rate Loans, as provided in Section 2.1.1, bearing interest at the Leasing Account rate provided in Section 3.2.2 (the Borrower being deemed to reimburse Borrower have given a timely Borrowing Request therefor for such amount); provided, however, for the cost purpose of (i) tenant improvements required under any Lease (collectively, determining the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar availability of the Commitments to make Loans immediately prior to giving effect to the Property and the portion application of the Property for which such leasing commission is due, (y) the amount proceeds of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueLoans, and excluding any leasing commissions which such Reimbursement Obligation shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)deemed not to be outstanding at such time. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. At least one (a1) Provided no Event Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days [by 11:00 a.m. Cleveland time] for such disbursement to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender of Default exists, the proposed disbursement. Each Lender shall make disbursements of funds available in to Agent (or the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default existsfunding Lender or entity designated by the Agent), Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant Lender’s Percentage of such disbursement (with respect to arms length transactions between Borrower and any leasing agent such Lender, such amount being referred to which herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (such date being referred to herein as a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) “Funding Date”). Unless the tenant under the related Lease Agent shall have taken occupancy been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its entire leased premises sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and commenced the payment of its entire base minimum rent (collectivelyBorrowers agree to repay to Agent forthwith on demand such corresponding amount together with interest thereon, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts for each day from the Reserve necessary date such amount is made available to reimburse Borrower for Borrowers until the actual costs date such amount is paid or repaid to Agent, at (A) in the case of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by such Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000Federal Funds Effective Rate, and (iiB) in the total cost case of Borrowers, the Replacementinterest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, Tenant Improvement or Leasing Commission for which the disbursement is requestedsuch amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrowers shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment under or draw upon any Letter of Credit, together with notice of the date (aa "DISBURSEMENT DATE") Provided no Event such payment shall be made; PROVIDED, HOWEVER, that the failure of Default existsthe Issuer to so notify the Borrower and the Administrative Agent shall not affect the rights of the Issuer or the Lenders to be reimbursed under the terms of this Agreement in any manner whatsoever. Subject to the terms and provisions of such Letter of Credit, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in such Letter of Credit. Prior to 12:00 noon, Atlanta time, on the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyDisbursement Date, the “Tenant Improvements”); Borrower will reimburse the Issuer for all amounts which it has disbursed under the Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the THIRD SENTENCE of this SECTION 4.5, the Borrower's Reimbursement Obligation shall accrue interest at the Default Rate, payable on demand. In the event the Issuer is not reimbursed by the Borrower on the Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lenders (including the Issuer) shall, on the terms and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar subject to the Property and conditions of this Agreement, fund the portion Reimbursement Obligation therefor by making, on the next Business Day, Loans which are Base Rate Loans as provided in SECTION 3.1 (the Borrower being deemed to have given a timely Extension of the Property Credit Request therefor for which such leasing commission is due, (yamount) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which that shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower payable on demand and (z) that shall accrue interest until paid in full at the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Default Rate. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event Subject to the terms and provisions of Default existseach Letter of Credit and this Agreement, Lender upon presentment under any Letter of Credit to the Issuer thereof for payment, such Issuer shall make disbursements such payment to the beneficiary (or its designee) of such Letter of Credit on the date designated for such payment (the “Disbursement Date”). Such Issuer will promptly notify the relevant Borrower and each of the Lenders of the presentment for payment of any such Letter of Credit, together with notice of the Disbursement Date thereof. Prior to 12:00 noon, Applicable Time, on the next Business Day following the Disbursement Date, the relevant Borrower will reimburse the Administrative Agent, for the account of such Issuer, for all amounts disbursed under such Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, the relevant Borrower’s Reimbursement Obligation shall accrue interest, payable on demand, at an annual rate equal to the Reference Rate through the first Business Day following the Disbursement Date and equal to the sum of the Reference Rate plus 0.50% thereafter. In the event the relevant Borrower fails to notify the Administrative Agent and the relevant Issuer prior to 1:00 p.m., Applicable Time, on the Disbursement Date that the relevant Borrower intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds available other than proceeds of Revolving Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Borrower prior to 1:00 p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer must for any reason return or disgorge such reimbursement), the Administrative Agent shall promptly notify the Lenders, and the relevant Borrower shall be deemed to have given a timely Borrowing Request as of the Disbursement Date for Revolving Loans in an aggregate principal amount equal to such Reimbursement Obligation and the Lenders (other than the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2), make Revolving Loans in the Replacement Account amount of such Reimbursement Obligation as provided in Section 3.1; provided that for the purpose of determining the availability of any unused Total Credit Commitment Amount immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Revolving Loans deemed requested by the relevant Borrower as provided in the preceding sentence shall not be satisfied at the time of such deemed request, each Lender (including the relevant Issuer) shall pay to the Administrative Agent, as funding of its participation interest pursuant to Section 3.2.1 in the related Letter of Credit, its Percentage of the related Reimbursement Obligation, and the Administrative Agent shall promptly pay to the relevant Issuer the amounts so received by it from the Lenders. If a Lender makes a payment pursuant to this subsection to reimburse Borrower for Replacements. an Issuer in respect of any Reimbursement Obligation (b) Provided no Event of Default existsother than by funding Revolving Loans as contemplated above), Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, such payment will not constitute a Revolving Loan and will not relieve the “Tenant Improvements”); relevant Borrower of its Reimbursement Obligation and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar Lender will be subrogated to the Property and the portion its pro rata share of the Property relevant Issuer's claim against such Borrower for which such leasing commission is due, (y) the amount payment of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Reimbursement Obligation. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event The applicable DSR LC Issuer will notify the Borrower and the Administrative Agent promptly of Default existsthe presentment for payment of any DSR Letter of Credit issued by such DSR LC Issuer, Lender together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such DSR Letter of Credit and this Agreement, the applicable DSR LC Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such DSR Letter of Credit and shall notify the Borrower and the Administrative Agent of the making of such payment. Prior to 1:00 p.m. on the Business Day immediately following the Disbursement Date, the Borrower will reimburse such DSR LC Issuer, for all amounts which such DSR LC Issuer has disbursed under such DSR Letter of Credit and shall promptly notify the Administrative Agent thereof. Without limiting in any way the Replacement Account foregoing or the provisions of clause (b) below, and notwithstanding anything to the contrary contained herein (other than clause (b) below) or in any separate application for any DSR Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse Borrower each DSR LC Issuer upon each Disbursement of a DSR Letter of Credit, and it shall be deemed to be the obligor for Replacementspurposes of each such DSR Letter of Credit issued hereunder, regardless of whether or not the notice of payment by the applicable DSR LC Issuer is delivered as described above, or at all. (b) Provided no In the event a Disbursement with respect to a DSR Letter of Credit is not reimbursed by the Borrower in accordance with the terms of Section 2.6.2(a) above, (i) unless the Borrower shall have notified the Administrative Agent and the applicable DSR LC Issuer prior to 10:00 a.m. (New York City time) on the Business Day immediately following the applicable Disbursement Date that the Borrower intends to reimburse such DSR LC Issuer for such Disbursement with funds other than the proceeds of DSR LC Loans, the Borrower shall be deemed to have given a timely Borrowing Request to the Administrative Agent requesting the DSR LC Loan Lenders with DSR LC Loan Commitments to make Base Rate Loans (each, a “DSR LC Loan”) on the date of such Disbursement in an amount in Dollars equal to the amount of such Disbursement (subject to the Borrower’s right under Section 2.4 to convert Base Rate Loans to SOFR Loans), which, unless an Event of Default existsunder Section 9.1.1 and Section 9.1.9 with respect to any Obligor has occurred and is continuing, Lender shall make disbursements be deemed to be funded by the applicable DSR LC Loan Lenders on the date such Disbursement is made in Base Rate Loans corresponding to the amount of funds such Disbursement and in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyeach such instance, the “Tenant Improvements”); Administrative Agent shall promptly confirm to each DSR LC Loan Lender its applicable amount owing under such DSR LC Loan and, if the applicable DSR LC Issuer is an Affiliate of such DSR LC Loan Lender, such DSR LC Issuer may require such DSR LC Loan Lender to in fact fund (in lieu of a deemed funding) its amount due thereunder within one (1) Business Day following receipt of such confirmation and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property extent such DSR LC Issuer has potential Fronting Exposure with respect to such DSR Letter of Credit, unless an Event of Default under Section 9.1.1 or Section 9.1.9 with respect to any Obligor has occurred and is continuing and notwithstanding anything to the portion contrary contained in Section 2.3, the DSR LC Loan Lenders with DSR LC Loan Commitments shall, on the date of such Disbursement in satisfaction of its participation therein, make DSR LC Loans, that are Base Rate Loans in the amount of the Property Disbursement, the proceeds of which shall be paid directly to such DSR LC Issuer; provided that, if for which any reason proceeds of DSR LC Loans are not received by such leasing commission is dueDSR LC Issuer on the date of such Disbursement in an amount equal to the amount of the Disbursement, (y) the Borrower shall reimburse such DSR LC Issuer, on demand, in an amount in same day funds equal to the excess of the amount of such leasing commissions Disbursement over the aggregate amount of such DSR LC Loans, if any, which are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)so received. (c) Lender shallSo long as no Default or Event of Default has occurred and is continuing and notwithstanding anything else to the contrary herein, upon written request from reimbursement of any Disbursement under a DSR Letter of Credit by the Borrower and satisfaction in accordance with clause (a) above or, in the event that a Disbursement is financed by a DSR LC Loan in accordance with clause (b) above, upon repayment of such DSR LC Loan, the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs Stated Amount of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve such DSR Letter of Credit shall be reinstated in a form specified the amount of such Disbursement so reimbursed or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requestDSR LC Loan so repaid. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. At the close of Escrow, the Escrow Agent will deliver or wire transfer (i) to each Seller, or their respective order, the allocable amount of the Cash Portion of the Purchase Price (based on each Seller’s respective ownership percentage and reduced by any portion allocated to (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Replacement Account to reimburse Borrower for Replacements. Exchange Option) and (b) Provided no Event of Default exists, Lender shall make disbursements of funds disposition fees and commissions paid to securities broker dealers or fees paid to investment advisors engaged by any Seller if Seller has elected to participate in the Leasing Account Exchange Option, plus or minus any proration or other credits to reimburse Borrower for which the cost parties will be entitled hereunder (such credits and prorations to consist solely of (i) the rental payment due from the tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to of the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”debt service payments). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) to Buyer, or order, any excess funds theretofore delivered to the total cost Escrow Agent by Buyer. All other disbursements by the Escrow Agent shall be made by checks of the ReplacementEscrow Agent. For purposes of calculating prorations, Tenant Improvement or Leasing Commission Buyer shall be deemed to be in title to the Property, and therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the disbursement Closing occurs, proration shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three-hundred-sixty-five (365) days per year, provided, however, no prorations shall be made for direct expense items paid by the tenant of the property. Insurance shall not be prorated. Except as expressly set forth in this Agreement, all items of income and expense which accrue for the period prior to the Closing will be for the account of Seller and all items of income and expense which accrue for the period after Closing will for the account of Buyer. The balance of any operating reserve held by Seller’s agent may be distributed through the Escrow on a prorata basis, provided any Seller receiving such distribution through escrow hereby represents and warrants that it is requestedthe authorized party entitled to such distribution and shall indemnify, defend and hold harmless Buyer from any claims with respect thereto. The provisions of this Section 12 shall survive closing.

Disbursements. On each Business Day the Depositary Bank shall transfer all collected and available funds in the Deposit Account to the Holding Account and on each Business Day (a) Provided or as otherwise provided for in the Deposit Account Agreement), provided no Event of Default has occurred and is continuing, and subject to Section 7.15 hereof, Agent shall transfer from the Holding Account (or authorize such transfer) in accordance with the terms of the Deposit Account Agreement, to the extent available therein, the following payments in accordance with the following priorities: (i) First, to the Tax and Insurance Escrow Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the Tax and Insurance Escrow Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 7.13 hereof (other than Section 7.13(e)) have been so deposited; (ii) Second, to the Tax and Insurance Sub-Account, payment of all amounts in the Holding Account until the Tax and Insurance Incremental Amount, if any, required to be deposited in the Tax and Insurance Sub-Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 7.13(e) hereof have been so deposited; (iii) Third, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Third Party Securitization Amount and the Rating Agency Securitization Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 7.11 hereof have been so deposited; (iv) Fourth, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Debt Service Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 7.11 hereof has been so deposited; (v) Fifth, after the occurrence of a Deficiency Payment, payment of all amounts in the Holding Account until the amounts required to be deposited in the Deficiency Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 7.9 hereof have been so deposited; (vi) Sixth, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Lender Cost and Expense Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 7.11 hereof has been so deposited; (vii) Seventh, to the FF&E Reserve Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the FF&E Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 7.12 hereof have been so deposited; (viii) Eighth, to the Incentive Management Fee Reserve Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the Incentive Management Fee Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 7.10 hereof have been so deposited; (ix) Ninth, if a Low DSCR Period then exists, to Obligor or any Affiliate of Obligor (as Obligor shall direct) free from any Lien or claim of Lender shall make disbursements under the Loan Documents, payment of funds available all amounts in the Replacement Holding Account up to the amount necessary to pay or reimburse Borrower Obligor or an Affiliate of Obligor all Operating Expenses (but, for Replacements.this purpose, FF&E expenditures included in Operating Expense shall equal the lesser of such expenditures actually incurred by or on behalf of Obligor or four percent (4%) of Adjusted Operating Income) incurred by or on behalf of Obligor (or by the Property Manager pursuant to the Property Management Agreement) to the extent such amounts are incurred in accordance with the Annual Budget described under Section 4.24 or are otherwise reasonably determined by Agent to be for the benefit of the operation of the Property (to the extent Obligor was not previously reimbursed for the same pursuant to this clause (a)(ix) and to the extent the same were not paid by the Property Manager pursuant to the Property Management Agreement); provided that Obligor shall have delivered to Agent an Officer’s Certificate, dated no less than five (5) days prior to the applicable Business Day, that there is not then outstanding any amount claimed by any creditor to be due and owing from Obligor with respect to Operating Expenses which amount has been outstanding for more than sixty (60) days (except for claims Obligor is in good faith contesting and in respect of which Obligor has escrowed 125% of the amount thereof with Agent), and (if such amounts are not in reimbursement of Operating Expenses already paid) that the amounts disbursed to Obligor pursuant to this clause (a)(ix) shall be used by Obligor solely to pay the applicable Operating Expenses (the receipt by Obligor of such funds pursuant to this clause (a)(ix) shall constitute a representation and covenant by Obligor that the foregoing provisions of this clause (a)(ix) are accurate); (bx) Provided Tenth, if a Low DSCR Period then exists, to Obligor or any Affiliate of Obligor (as Obligor shall direct) free from any Lien or other claim of Lender under the Loan Documents, payment of all amounts in the Holding Account up to the amount necessary to pay all Capital Expenditures incurred by or on behalf of Obligor in accordance with the Property Management Agreement and the Annual Budget described under Section 4.24 (to the extent Obligor was not previously reimbursed for the same pursuant to this clause (a)(x) and to the extent the same were not paid by the Property Manager pursuant to the Property Management Agreement); (xi) Eleventh, if a Low DSCR Period then exists, to the Low Debt Service Reserve Account, a sum equal to all available cash flow remaining on deposit in the Holding Account after giving effect to the foregoing payments set forth above in items 7.14(a)(i) through (x); and (xii) Twelfth, if no Event of Default existsis then continuing, Lender shall make disbursements and subject to paragraph (b) immediately below, to such accounts of funds Obligor or an Affiliate of Obligor as Obligor may direct, all amounts remaining in the Leasing Account to reimburse Borrower for the cost Holding Account, free from any Lien or other claim of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant Lender under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Loan Documents. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. During the Commitment Period, the Borrower may request a Disbursement of a Loan by delivering to the Administrative Agent a Disbursement Request, duly completed with all required information and executed by an Authorized Officer of the Borrower, together with copies of or proper references or identification to the Invoices to be paid with the proceeds of such Loan, not later than 10:00 a.m., New York time, at least three (a3) Provided no Event Business Days prior to the Disbursement Date requested in such Disbursement Request. Each Disbursement Request shall specify the Disbursement Date for such Disbursement, the principal amount to be disbursed and whether the Loan to be disbursed is a Tranche A Loan, Tranche B Loan or Tranche C Loan. During any one calendar month of Default existsthe Commitment Period, the Borrower shall not request, and the Lenders shall not make, more than one (1) Disbursement per Tranche. Each Disbursement shall be in an amount of not less than One Million Dollars (US$1,000,000) per Tranche. The Disbursements for each Tranche to be made in a given month shall be made on the same date. (1) Upon receipt of the corresponding documentation and subject to the limitations set forth herein, the Administrative Agent shall promptly give each Lender of each Tranche notice of the proposed Disbursement under such Tranche, of such Lender's proportionate share thereof and of the other matters required by Section 2.3(a) to be specified in the Disbursement Request. (2) Not later than 10:00 a.m. (New York time) on the date specified in each Disbursement Request, each Lender shall make disbursements of funds available in Dollars and in immediately available funds at the Replacement Account to reimburse office of the Administrative Agent its pro rata share of each Disbursement of such Lender's Tranche requested; provided, however, that in the case of a Tranche B Loan where Sirti is the Tranche B Lender, the Disbursement of such Loan may be effected by the appropriate book entries by the Administrative Agent, Nortel Argentina, the Borrower for Replacementsand Sirti if so agreed by such Persons. (b3) Provided no Event of Default exists, Lender shall make disbursements Not later than 3:00 p.m. (New York time) (to the extent of funds in actually received by the Leasing Account Administrative Agent at or prior to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively12:00 noon), the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower Administrative Agent shall disburse the funds in connection accordance with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”Section 2.3(b). (c4) In the event that any Lender shallshall fail to make available to the Administrative Agent such Lender's portion of any Disbursement as provided in Section 2.3(a)(2), upon written request the Administrative Agent shall disburse the funds it has received from Borrower and satisfaction other Lenders of the requirements same Tranche pursuant to the procedures set forth in Section 2.3(b); provided, that nothing in this Section 3, disburse 2.3(a)(4) shall relieve or be deemed to Borrower amounts relieve such defaulting Lender or any other Lender from the Reserve necessary their respective obligations to reimburse Borrower for the actual costs of (i) make Loans hereunder or to prejudice any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for rights which the disbursement is requestedBorrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

Disbursements. (a) Provided no Event The Issuer will notify Borrower and Agent promptly of Default existsthe presentment for payment of any Letter of Credit together with notice of the date (the "Disbursement Date") such payment shall be made. Subject to the terms and provisions of such Letter of Credit and this Agreement, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in the Replacement Account to reimburse Borrower for Replacementssuch Letter of Credit. (b) Provided no Event Prior to 11:00 a.m. Closing Office Time on the Disbursement Date, Borrower will reimburse the Issuer by making payment to Agent at the Closing Office for all amounts disbursed or to be disbursed by the Issuer on that day (the "Disbursement") under such Letter of Default existsCredit (the "Reimbursement Obligation"). At Borrower's option, Lender shall make disbursements but subject to the provisions of funds Sections 2 and 6A hereof, prior to 11:00 a.m. Closing Office Time on the Business Day before the Disbursement Date, Borrower may request in accordance with Section 2.2 (but without regard to the last sentence of Section 2.2(b) or the requirement that the borrowing be in a minimum amount of $250,000 and, if greater, in integral multiples of $100,000) that a Working Capital Loan (or an Acquisition Loan in the Leasing Account case of a Reimbursement Obligation relating to reimburse Borrower for the cost a Letter of Credit (iAcquisition)) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of the Reimbursement Obligation be made and that the proceeds of such leasing commissions are determined pursuant Loan be used to arms length transactions between Borrower and so reimburse the Issuer. The proceeds of any leasing agent to which a leasing commission is due, and excluding any leasing commissions which such Working Capital Loan (or Acquisition Loan) shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) applied to so reimburse the tenant under Issuer. To the related Lease shall have taken occupancy of its entire leased premises and commenced extent the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth Issuer is not reimbursed in full in accordance with this Section 32A.4(b), disburse Borrower's Reimbursement Obligation shall accrue interest at a rate per annum equal to Borrower amounts the Past-Due Rate from the Reserve necessary time to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectivelytime in effect, “Work”)payable on demand. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the Borrower promptly of the presentment for payment of any Letter of Credit, together with notice of the date (athe "Disbursement Date") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event such Letter of Default exists, Lender shall make disbursements Credit. In paying any drawing under a Letter of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyCredit, the “Tenant Improvements”); Issuer shall not have any responsibility to obtain any document (other than to obtain and (iireview any sight draft and certificates expressly required by the Letter of Credit) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar or to ascertain or inquire as to the Property and validity or accuracy of any such document or the portion authority of the Property Person executing or delivering any such document. Prior to 12:00 noon (Chicago time) on the Disbursement Date, the Borrower will reimburse the Issuer for all amounts which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant it has disbursed under the related Lease Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the preceding sentence, the Borrower's Reimbursement Obligation shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse accrue interest at a fluctuating rate equal to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and the Highest Lawful Rate or (ii) the total cost Alternate Base Rate, plus a margin of 3% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrower on the Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the ReplacementCommitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, Tenant Improvement or Leasing Commission for which the disbursement is requestedsuch Reimbursement Obligation shall be deemed not to be outstanding at such time.

Disbursements. (a) Provided no that an Event of Default existshas not occurred and is continuing under the Lease at the end of the then applicable Lease Year (as hereinafter defined) and until all the Escrow Funds have been disbursed, Lender Landlord shall instruct Escrow Agent in writing (the "Payment Notice") to pay to Tenant from the Escrow Funds the amount set forth by Landlord in the Payment notice, which amount shall be equal to fifty percent (50%) of all installments of Monthly Fixed Rent paid by Tenant to Landlord during the preceding Lease Year, plus all interest accrued on the Deposit during such Lease Year. Escrow Agent shall make disbursements such payment to Tenant within five (5) days of funds available in receipt of the Replacement Account to reimburse Borrower for Replacementspayment Notice from landlord. For purposes hereof, the term Lease Year" shall mean a period of twelve (12) consecutive, full calendar months, the first of which shall commence on the first day of the first month which occurs after the Commencement Date, or if the Commencement Date falls on the first day of a month, then on the Commencement Date. (b) Provided no If Landlord fails to deliver the Payment Notice to Escrow Agent within fifteen (15) days of the end of a Lease Year and an Event of Default existshas not occurred and is not continuing, Lender Tenant shall make disbursements of funds in have the Leasing Account right to reimburse Borrower for deliver the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any LeasePayment Notice to Escrow Agent and, provided that (x) such leasing commissions are reasonable the Escrow Agent has not received a notice from the Landlord that an Event of Default has occurred and customary for properties similar is continuing under the Lease, Escrow Agent shall pay to the Property and the portion of the Property for which such leasing commission is due, (y) Tenant the amount set forth therein within five (5) days of receipt of such leasing commissions are determined pursuant notice; provided that Tenant has given Landlord prior written notice of Landlord's failure to arms length transactions between Borrower deliver the Payment Notice and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder Landlord has not sent such Payment Notice within five (5) business days of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)receiving such notice from Tenant. (c) Lender shall, upon written request from Borrower and satisfaction within thirty (30) days following the expiration or earlier termination of the requirements set forth Initial Lease Term (other than as a result of an Event of Default thereunder) and compliance by Tenant with its obligations under the Lease, Landlord shall instruct Escrow Agent in this Section 3writing to pay to Tenant, disburse and thereupon Escrow Agent shall pay to Borrower amounts from Tenant within five (5) days of such instruction, all of the Reserve necessary to reimburse Borrower for Escrow Funds then remaining in the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectivelyEscrow Account, “Work”)if any. (d) Each request for disbursement from if at any time an Event of Default shall have occurred under the Reserve Lease, Landlord shall be entitled, at its sole discretion, to direct the Escrow Agent, in writing, with a form specified or approved by Lendercopy to Tenant, to disburse the Escrow Funds to Landlord, and within five (5) days or such written direction, Escrow Agent shall be accompanied by evidence disburse the Escrow Funds to Landlord, which Escrow Funds Landlord shall use and apply in accordance with Section 44 of the full performance Lease thereof. It any portion of the obligations Escrow funds are so used or applied, Landlord shall notify Tenant, in writing, with a copy to Escrow Agent, of the leasing agent amounts so used or satisfactory completion of the Workapplied and Tenant shall, as the case may bewithin five (5) days after such notice, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in deposit with Escrow Agent an amount less than sufficient to restore the lesser Escrow Funds to the same amount as prior to such Event of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requestedDefault.

Disbursements. (a) Provided no Event The applicable Issuing Bank will notify the Cayman Borrower and the Administrative Agent promptly upon the presentment for payment of Default existsany Letter of Credit issued by such Issuing Bank, Lender specifying the date (the “Disbursement Date”) on which such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuing Bank shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit and shall notify the Cayman Borrower and the Administrative Agent of the making of such payment, whereupon, such amount shall be immediately due and payable by the Cayman Borrower. The obligation of the Cayman Borrower to pay such amount shall be deemed satisfied by the reimbursement of such amount by the Lenders pursuant to this Section 2.5.2(a). Prior to 10:00 a.m. on the Disbursement Date, the Administrative Agent shall, to the extent that it has received a notice of Disbursement from the applicable Issuing Bank as described above, notify each Lender with a Commitment to make Revolving Loans (in the Replacement Account case of any Revolving Letter of Credit) or Synthetic Revolving Loans (in the case of any Synthetic Revolving Letter of Credit) of the making of such payment. Unless such amount has been previously reimbursed by the Cayman Borrower prior to 1:00 p.m. on the Disbursement Date, (i) in the case of any Disbursement in respect of a Revolving Letter of Credit, each Lender with a Commitment to make Revolving Loans shall reimburse Borrower the applicable Issuing Bank in an amount equal to such Lender’s Percentage of such Disbursement for Replacementsall amounts which such Issuing Bank has paid in connection with such Disbursement and (ii) in the case of any Disbursement in respect of a Synthetic Letter of Credit, the Administrative Agent shall reimburse the applicable Issuing Bank for all amounts which such Issuing Bank has paid in connection with such Disbursement (which amount shall be deemed to be a Synthetic Revolving Loan made in accordance with Section 2.1.3 on behalf of each Lender with a Synthetic Revolving Deposit in an amount equal to such Lender’s Percentage of such Disbursement) (each such obligation under clause (i) or clause (ii) above, a “Reimbursement Obligation”). (b) Provided no Event of Default existsNotwithstanding anything to the contrary contained in Section 2.1.2, each Lender shall with a Commitment to make disbursements of funds in Revolving Loans, upon receipt by the Leasing Account to reimburse Borrower Administrative Agent (for the cost benefit of the applicable Issuing Bank) of the payment specified in clause (ia)(i) tenant improvements required under any Lease (collectivelyabove, shall be deemed to have made a Revolving Loan to the “Tenant Improvements”); and (ii) leasing commissions incurred by Cayman Borrower in connection with any Lease, provided that (x) an amount equal to such leasing commissions are reasonable and customary for properties similar to the Property and the portion Lender’s pro rata share of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined payment, which shall, until such time as the Cayman Borrower may deliver a Continuation/Conversion Notice in accordance with Section 2.3, accrue interest at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (with the Applicable Margin accruing on such amount) pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueSection 3.2 for the period from the Disbursement Date through the date of repayment or prepayment, and excluding any leasing commissions but which shall otherwise be due any general partner, or shareholder subject to the terms and conditions of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Loan Documents applicable to Revolving Loans. (c) Notwithstanding anything to the contrary contained in Section 2.1.3, each Lender with a Synthetic Revolving Deposit shall, upon written request from Borrower and satisfaction receipt by the applicable Issuing Bank of the requirements set forth payment specified in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of clause (ia)(ii) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve above shall be in deemed to have made a form specified or approved by Lender, and shall be accompanied by evidence of Synthetic Revolving Loan to the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Cayman Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than equal to such Lender’s Synthetic Revolving Deposit Percentage of such reimbursement payment, which amount shall, until such time as the lesser Cayman Borrower may deliver a Continuation/Conversion Notice in accordance with Section 2.3, accrue interest at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (with the Applicable Margin accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of (i) $5,000repayment or prepayment, but which shall otherwise be subject to the terms and (ii) the total cost conditions of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requestedLoan Documents applicable to Synthetic Revolving Loans.

Disbursements. The Escrow Agent is directed to hold and distribute the Escrow Property in the following manner: (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Replacement Account to reimburse Borrower for Replacements.[RESERVED] (b) Provided no Event of Default exists, Lender shall make disbursements of funds [RESERVED] (c) [RESERVED] (d) If an Interest Payment Date (as defined in the Leasing Account Indenture) on the Notes shall occur while Escrow Property is on deposit in the Pledged Account, then no less than five Business Days prior to reimburse Borrower for the cost Interest Payment Date, the Company shall provide the Escrow Agent an Officer’s Certificate (as defined in the Indenture) setting forth the amount of interest due on the Notes on such Interest Payment Date (as calculated in accordance with the terms of the Indenture), and then the Escrow Agent shall (i) tenant improvements required under any Lease two Business Days prior to such Interest Payment Date and upon receipt of such Officer’s Certificate, liquidate an amount of the Escrow Property sufficient to pay the interest then due on the Notes (collectively, as calculated in accordance with the “Tenant Improvements”); terms of the Indenture) and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that no later than 10:00 A.M. (xNew York time) on such leasing commissions are reasonable and customary for properties similar Interest Payment Date release such cash amount to the Property and the portion of the Property Trustee for which such leasing commission is due, (y) the amount payment of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) interest on the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requestNotes. (e) Borrower shall not make If the Escrow Agent receives a request for disbursement written notice from the Reserve more frequently than once Trustee that the aggregate principal amount of and accrued and unpaid interest on the Notes has become immediately due and payable pursuant to Section 6.02 of the Indenture, the Escrow Agent shall liquidate all Escrow Property then held by it, and the Escrow Agent shall, after deducting any reasonable documented out-of-pocket fees due itself and its counsel, release (x) to the Trustee any reasonable and documented out-of-pocket fees and expenses of the Trustee owing to the Trustee and (y) to the Paying Agent for payment to the Holders of the Notes the amount of Escrow Property sufficient to pay the accelerated aggregate principal amount of, and accrued and unpaid interest on, the Notes within one business day after receipt of such written notice. Immediately following such releases, the Escrow Agent shall release any Escrow Property that remains in any calendar quarterthe Pledged Account as directed in written instructions from the Company. (f) Borrower Upon satisfaction and discharge of the Indenture pursuant to Article VIII or XII thereof, the Trustee shall not make a request for disbursement provide written notice to the Escrow Agent that the Company’s obligations under the Indenture has been satisfied and discharged in full, and the Escrow Agent shall, upon receipt of such notice, release any Escrow Property that remains in the Pledged Account as directed in written instructions from the Reserve Company. (g) Any disbursements made pursuant to Section 1.03(d), (e) or (f) shall be made by wire transfer or via internal transfer in an amount less than immediately available funds to the lesser accounts specified on the attached Schedule 2. (h) Upon the release of any Escrow Property as directed by the Company, pursuant to this Section 1.03 hereof, such released Escrow Property shall be delivered to the recipient, free and clear of any and all claim or interest of the Escrow Agent, the Trustee and the Holders of the Notes. Upon any release of any Escrow Property to the Paying Agent for distribution to the Holders of the Notes pursuant to Section 1.03(d) or (e) hereof, the Escrow Property released in accordance with those sections shall be delivered to the recipients identified therein free and clear of any and all claim or interest of the Company or the Escrow Agent. (i) $5,000The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured e-mail, PDF, facsimile transmission or other similar unsecured electronic methods. Attached as Part A of Schedule 1 hereto and made a part hereof is a list of those persons entitled to give notices, instructions, directions and other communications to the Trustee and/or the Escrow Agent on behalf of the Company hereunder. The Escrow Agent shall confirm each funds transfer instruction received in the name of the Company by means of the security procedures as set forth in Part B of Schedule 1 hereto. (j) Once delivered to the Escrow Agent, Schedule 1 may be revised or rescinded only by a notice in writing signed by an authorized representative of the Company. Such revisions or rescissions shall be effective only after actual receipt. If a revised Schedule 1 or a rescission of an existing Schedule 1 is delivered to the Escrow Agent by an entity that is a successor-in-interest to the Company, such document shall be accompanied by additional documentation reasonably satisfactory to the Escrow Agent showing that such entity has succeeded to the rights and responsibilities of the Company under this Escrow Agreement. (k) The parties hereto understand that the Escrow Agent’s inability to receive or confirm transfer instructions pursuant to the security procedure selected by such party may result in a delay in accomplishing such funds transfer, and agree that the Escrow Agent shall not be liable for any loss caused by any such delay. (iil) All disbursements of funds from the total cost Escrow Property shall be subject to the fees and claims of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requestedEscrow Agent pursuant to Sections 3.01 and 3.02 hereof.

Disbursements. On each Business Day the Depositary Bank shall transfer all collected and available funds in the Deposit Account to the Holding Account and on each Business Day (a) Provided or as otherwise provided for in the Deposit Account Agreement), provided no Event of Default existshas occurred and is continuing, and subject to Section 9.4.2 hereof, Lender shall make disbursements transfer from the Holding Account (or authorize such transfer) in accordance with the terms of funds the Deposit Account Agreement, to the extent available therein, the following payments in accordance with the following priorities: (i) First, to the Tax and Insurance Escrow Account, payment of all amounts in the Replacement Holding Account until the amounts required to reimburse Borrower for Replacementsbe deposited in the Tax and Insurance Escrow Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.3 hereof (other than Section 9.3.3(b)) have been so deposited; (ii) Second, to the Tax and Insurance Sub-Account, payment of all amounts in the Holding Account until the Tax and Insurance Incremental Amount, if any, required to be deposited in the Tax and Insurance Sub-Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.3.3(b) hereof have been so deposited; (iii) Third, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Third Party Securitization Amount and the Rating Agency Securitization Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof have been so deposited; (iv) Fourth, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Debt Service Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; (v) Fifth, after the occurrence of an Earthquake Reserve Event, payment of all amounts in the Holding Account until the amounts required to be deposited in the Earthquake Deductible Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.8 hereof have been so deposited. (bvi) Provided Sixth, after the occurrence of a Deficiency Payment, payment of all amounts in the Holding Account until the amounts required to be deposited in the Deficiency Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.11 hereof have been so deposited; (vii) Seventh, to the Current Debt Service Reserve Account, payment of all amounts in the Holding Account until the Lender Cost and Expense Amount required to be deposited in the Current Debt Service Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.15 hereof has been so deposited; (viii) Eighth, to the FF&E Reserve Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the FF&E Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.16 hereof have been so deposited; (ix) Ninth, to the Incentive Management Fee Reserve Account, payment of all amounts in the Holding Account until the amounts required to be deposited in the Incentive Management Fee Reserve Account by the next Payment Date (or if such Business Day is a Payment Date, by such Payment Date) pursuant to Section 9.2.13 hereof have been so deposited; and (x) Tenth, if no monetary Default or Event of Default existsis then continuing to such accounts of Borrowers and Operating Lessees as Borrowers and Operating Lessees may direct, Lender shall make disbursements of funds all amounts remaining in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Holding Account. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. To request a disbursement of Escrow Funds, the Borrower shall provide the Escrow Agent with a VHDA Application for Disbursement of Escrow Funds (a) Provided no Event the “Application for Disbursement”). Applications for Disbursement shall be for amounts equal to the total value of Default existsthe work acceptably completed as evidenced by submission by the Borrower of an invoice from the contractor making the Improvements or other party supplying materials, Lender supplies or equipment related to the Improvements. By signing an Application for Disbursement, Borrower agrees that the Improvements have been properly completed and accept responsibility that the completed work is acceptable and payment is justified. The Escrow Agent shall make disbursements have reasonable discretion to establish a maximum number of draw requests that the Borrower may submit and to set a minimum dollar amount requested to process an Application for Disbursement. Prior to the disbursement of Escrow Funds, the Escrow Agent shall conduct, or have an approved third- party conduct, an inspection of the Improvements, unless the Authority shall otherwise direct the Escrow Agent. The Escrow Agent shall disburse to the Borrower only such amount of Escrow Funds as may be approved by the Escrow Agent based upon the Application for Disbursements, invoice and inspection. After the final disbursement of Escrow Funds to the Borrower, the Escrow Agent will disburse any remaining Escrow Funds to the Authority, if the remaining Escrow Funds exceed $500. The Authority shall apply all remaining funds to the Loan as provided in the Note and Mortgage. Upon such application of funds available in to the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyLoan, the “Tenant Improvements”); Authority will not recalculate the Borrower’s monthly payment of principal and (ii) leasing commissions incurred by Borrower in connection with any Leaseinterest. If the remaining Escrow Funds do not exceed $500, provided that (x) such leasing commissions are reasonable and customary for properties similar the Escrow Agent will deliver the remaining Escrow Funds to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Borrower. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in from the Replacement Reserve Account to reimburse pay Borrower only for the costs of the Replacements. (b) Provided no Event of Default exists, . Lender shall not be obligated to make disbursements of funds in from the Leasing Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to the Property or for costs which are to be reimbursed from the Required Repair Fund. Lender shall disburse the Replacement Reserve Fund from the Replacement Reserve Account from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower has delivered to Lender an Officer’s Certificate, in form satisfactory to Lender, specifying the amount of the requested disbursement and the Replacements completed and certifying that all such Replacements have been completed and all costs in connection therewith have been paid. Simultaneously with submitting such Officer’s Certificate Borrower shall also submit copies of Lien waivers from the general contractor, any subcontractors and all materialmen and suppliers and such other evidence, as may be required by Lender, showing that they have been paid for all work and that no Liens are claimed, or alternatively, Lender may make payment directly to the contractor, subcontractors or suppliers; (b) Borrower has delivered to Lender, at Borrower’s sole cost of and expense: (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”)copies of all contracts and invoices for all Replacements; and (ii) leasing commissions incurred copies of building permits, any certificate of occupancy or any other certificates required and issued by Borrower Governmental Authorities in connection with any LeaseReplacements performed for which reimbursement is being sought under this Agreement; and (iii) if required by Lender, provided that (x) such leasing commissions are reasonable and customary for properties similar an endorsement to the Property and the portion of the Property for which Title Insurance Policy, insuring Lender against any mechanic’s Liens in connection with such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”).Replacements; (c) Borrower has paid the Disbursement Fee and has delivered to Lender shall, upon written request from Borrower and satisfaction of the (i) an Officer’s Certificate certifying that all requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions 9.5 have been satisfied and (ii) any such other documents as Lender shall reasonably require to confirm the satisfaction of the conditions contained herein and the completion of the work relating required to Replacements or Tenant Improvements (collectively, “Work”).be done under this Section 9.5; (d) Each request for disbursement from the Reserve All disbursements requested by Borrower shall be in a form specified or approved by Lender, at least $5,000 and no requests for disbursements shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request.made more often than once during any calendar month; (e) Borrower shall not make a No Default exists as of the date of Borrower’s request for a disbursement from or the Reserve more frequently than once in any calendar quarter.actual date of disbursement; (f) Lender shall have the right, but not the obligation, at Borrower’s sole cost and expense, to inspect the Property and/or to have the documentation regarding the Replacements reviewed to verify that the Replacements for which reimbursement is being sought have been completed in a good and workmanlike manner and are otherwise acceptable to Lender; and (g) Within fifteen (15) Business Days after Borrower shall not make submits to Lender a request for disbursement from a disbursement, the Reserve in an amount less than related supporting documentation and the lesser of required Disbursement Fee, Lender shall either (i) $5,000, and advise Borrower of any additional or corrective information needed to satisfy the requirements hereof for the requested disbursement; or (ii) shall disburse the total cost of requested disbursement amount to Borrower. Lender shall have no obligation to disburse the Replacement, Tenant Improvement or Leasing Commission for which the Replacement Reserve Funds to Borrower until all disbursement is requestedrequirements herein have been satisfied.

Disbursements. The Issuer will notify the Borrower promptly of the presentment for payment of any Letter of Credit, together with notice of the date (athe "DISBURSEMENT DATE") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event such Letter of Default exists, Lender shall make disbursements Credit. In paying any drawing under a Letter of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyCredit, the “Tenant Improvements”); Issuer shall not have any responsibility to obtain any document (other than to obtain and (iireview any sight draft and certificates expressly required by the Letter of Credit) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar or to ascertain or inquire as to the Property and validity or accuracy of any such document or the portion authority of the Property Person executing or delivering any such document. Prior to 12:00 noon (Chicago time) on the Disbursement Date, the Borrower will reimburse the Issuer for all amounts which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant it has disbursed under the related Lease Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the preceding sentence, the Borrower's Reimbursement Obligation shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse accrue interest at a fluctuating rate equal to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and the Highest Lawful Rate or (ii) the total cost Alternate Base Rate, plus the Applicable Margin, plus a margin of 3% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrower on the Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans as provided in SECTION 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount); PROVIDED, HOWEVER, for the purpose of determining the availability of the ReplacementCommitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, Tenant Improvement or Leasing Commission for which the disbursement is requestedsuch Reimbursement Obligation shall be deemed not to be outstanding at such time.

Disbursements. In order to cause disbursement of amounts to pay or reimburse the costs of the Project on the Closing date, the Lessee has submitted the Disbursement Request Form (a form of which is attached to this Agreement as Exhibit C) to the Investor, which Disbursement Request Form in part, sets forth the payments or reimbursements requested, and is accompanied by the following, unless provided earlier: (a) Provided no Event Copies of Default exists, Lender shall make disbursements all related receipts and invoices supporting the payment or reimbursement of funds available in the Replacement Account to reimburse Borrower for Replacements.amount then requested; (b) Provided no Event of Default existsAs necessary, Lender shall make disbursements of funds in bank information for wiring the Leasing Account to reimburse Borrower amounts requested for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)disbursement. (c) Lender shallThe written consent of all existing mortgage holders to the levying, upon written request from Borrower Special Assessment, and satisfaction collection of the requirements set forth Special Assessments, in the form attached to this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”).Agreement as Exhibit F; (d) Each request for disbursement from Evidence satisfactory to the Reserve shall be in a form specified or Investor, that the City and the ESID have approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request.Project; (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter.The executed Lessee Consent; (f) Borrower shall not make a request for disbursement from Executed copies of this Agreement and any related certificates; (g) A list of authorized representatives on whose instructions and directions the Reserve Investor may rely until such time as an updated list has been provided, as set forth in an amount less than Exhibit I, attached to this Agreement. (h) The executed certificate substantially in the lesser of form attached as Exhibit D to this Agreement. (i) $5,000Copies of all completion inspections and closed permits with respect to the Project. By executing this Agreement, the Investor acknowledges that the above required items have been received and hereby approves the payment or reimbursements requested to be disbursed pursuant to the Disbursement Request Form. The Investor shall pay the Lessee or the recipients identified on the Disbursement Request Form, on the Closing Date, the amounts described on the Disbursement Request Form. If at any time an Event of Default has occurred and is continuing under this Agreement, the Investor may disapprove any requests for disbursement until all Events of Default are cured and their effects are removed. In addition, on the date of this Agreement, the Investor shall disburse to the parties stated on Exhibit E attached to, and (ii) incorporated into this Agreement the total cost amounts stated as closing costs associated with the Project Advance. The amounts stated on Exhibit E shall not exceed $600,187.42, and if less than $600,187.42, the difference shall be paid to or at the direction of Lessee pursuant to the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requestedDisbursement Request Form.

Disbursements. (a) Provided no Event In the event NOAA determines, pursuant to the terms of Default existsthe Consent Decree, Lender shall make disbursements of funds available that Performing Parties have failed to meet their monitoring, maintenance, or long-term stewardship obligations described in the Replacement Consent Decree, including the SOW, NOAA may, in accordance with the terms of the Consent Decree, notify, in writing, the Performing Parties of the deficiencies in the Performing Parties’ monitoring, maintenance, or long-term stewardship obligations (“Access to Escrow Notice”). In the event that Performing Parties are unable to cure the deficiencies specified in the Access to Escrow Notice, in accordance with the terms of paragraph 25 of the Consent Decree (“Access to Escrow Account”), NOAA will notify Escrow Agent of such failure (the “Exercise of Access to Escrow Account Notice”) and will send a copy to the Performing Parties, in accordance with the notice requirements in Section 4.3. Upon receipt of the Exercise of Access to Escrow Account Notice from NOAA, Escrow Agent shall release such Escrow Property in the Escrow Account that NOAA deems necessary to implement the required monitoring, maintenance, and long-term stewardship obligations to NOAA (into an account to be determined by NOAA). Each Exercise of Access to Escrow Account Notice shall be accompanied by a written instruction executed by an authorized representative of NOAA listed on Exhibit B-1 attached hereto. The Escrow Agent shall disburse Escrow Property from the Escrow Account to reimburse Borrower for ReplacementsNOAA in accordance with the instructions specified in such written instruction, as promptly as practicable, and in no event later than three (3) Business Days after the Escrow Agent's receipt of such written instruction. The Performing Parties are not required to approve or execute any disbursement request under this Section 1.3(a). (b) Provided From time to time, pursuant to the terms of the Consent Decree, NOAA may submit documentation to Escrow Agent indicating that NOAA has approved a request by Performing Parties to reduce the amount of the Escrow Property in the Escrow Account. Upon receipt of such documentation from NOAA, Escrow Agent shall release such Escrow Property in the approved amount to the Performing Parties (into an account to be determined by the Performing Parties). Each submission of documentation presented pursuant to this Section 1.3(b) shall be accompanied by a joint written instruction executed by an authorized representative on Part I of each Exhibit B-1, Exhibit B-2 and Exhibit B-3 attached hereto. The Escrow Agent shall disburse Escrow Property from the Escrow Account to the designated party or parties in the amount(s) and in accordance with the instructions specified in such joint written instruction, as promptly as practicable, and in no Event event later than three (3) Business Days after the Escrow Agent's receipt of Default exists, Lender such joint written instruction. Escrow Agent shall make disbursements of not release any funds in the Leasing Escrow Account to reimburse Borrower for the cost without written documentation of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)NOAA’s approval. (c) Lender shallThe Performing Parties agree to deliver an IRS form W-9 or W-8 for any payee(s), upon written request from Borrower and satisfaction of if such form has not been previously provided to the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)Escrow Agent. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of funds available The amounts in the Replacement Merger Account from time to reimburse Borrower for Replacementstime shall be released and disbursed by the Paying Agent in the manner and under the circumstances hereinafter specified: (i) At any time following receipt of the Merger Deposit, the Paying Agent shall pay or cause to be paid to each Shareholder from whom it has received a properly executed Merger Payment Statement the portion of the Merger Deposit payable to such Shareholder as set forth in Schedule A. (ii) In no event shall the Paying Agent disburse any amount of the Merger Deposit allocable to a Shareholder until it receives from such Shareholder a Merger Payment Statement duly signed and otherwise in proper form. (iii) Any payment to be made to a Shareholder by the Paying Agent out of the Merger Fund shall be made as instructed by such Shareholder in such Shareholder's Merger Payment Statement. 105 (iv) At any time after one year from the date hereof, Brig▇▇, ▇▇ notice to the Paying Agent, may require the Paying Agent to pay the remaining portion of the Merger Fund to GPP as provided in Section 2.5(c) of the Merger Agreement. (b) Provided no Event of Default exists, Lender shall make disbursements of funds The amounts in the Leasing Earnout Account from time to reimburse Borrower for time shall be released and disbursed by the cost of Paying Agent in the manner and under the circumstances hereinafter specified: (i) tenant improvements required under any Lease (collectivelyFollowing calculation of the Earnout, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar Representative shall deliver to the Property Paying Agent a notice (the "Earnout Notice") which sets forth the name of each Shareholder and the portion of the Property for which Earnout Deposit payable to each Shareholder. Following receipt of the Earnout Notice and the Earnout Deposit, and provided the Paying Agent has received a properly executed Merger Payment Statement from a Shareholder, the Paying Agent shall disburse to such leasing commission is due, (y) Shareholder the amount set forth in the Earnout Notice. (ii) Any payment to be made to a Shareholder by the Paying Agent out of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which the Earnout Fund shall be due made as instructed by such Shareholder in such Shareholder's Merger Payment Statement. (iii) At any general partnertime after one year from the date of receipt of the Earnout Deposit by the Paying Agent, or shareholder Brig▇▇, ▇▇ notice to the Paying Agent, may require the Paying Agent to pay the remaining portion of Borrower or any affiliate the Earnout Fund to GPP as provided in Section 2.5(c) of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Merger Agreement. (c) Lender shall, upon written request from Borrower The amounts in the Option Account shall be released and satisfaction disbursed by the Paying Agent in the manner and under the circumstances set forth herein. Following the calculation of the requirements aggregate Option Payments, the Representative shall deliver to the Paying Agent a notice (the "Option Notice") which sets forth the name and address of each Option Holder and the portion of the Option Deposit payable to each Option Holder. Following receipt of the Option Deposit, the Paying Agent shall disburse to such Shareholder the amount set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)Option Notice. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. An Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of Default existssuch Letter of Credit and this Agreement, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 1:00 p.m., New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent for the account of the applicable Issuer, for all amounts that such Issuer has disbursed under such Letter of Credit, together with interest thereon at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (with the Replacement Account then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement; provided that the Borrower may, subject to the conditions to set forth herein, request in accordance with Section 2.3 that such payment be financed with a Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse Borrower for Replacements. (b) Provided no Event the applicable Issuer upon each Disbursement of Default exists, Lender shall make disbursements a Letter of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueCredit, and excluding any leasing commissions which it shall be due any general partner, or shareholder deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”a Borrowing Base Subsidiary). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event The applicable DSR LC Issuer will notify each Borrower and the Administrative Agent promptly of Default existsthe presentment for payment of any DSR Letter of Credit issued by such DSR LC Issuer to such Borrower, Lender together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such DSR Letter of Credit and this Agreement, the applicable DSR LC Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such DSR Letter of Credit and shall notify each Borrower party thereto and the Administrative Agent of the making of such payment. Prior to 1:00 p.m. on the Business Day immediately following the Disbursement Date, each such Borrower will reimburse such DSR LC Issuer, for all amounts which such DSR LC Issuer has disbursed under such DSR Letter of Credit and shall promptly notify the Administrative Agent thereof. Without limiting in any way the Replacement Account foregoing or the provisions of clause (b) below, and notwithstanding anything to the contrary contained herein (other than clause (b) below) or in any separate application for any DSR Letter of Credit, each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse Borrower each DSR LC Issuer upon each Disbursement of a DSR Letter of Credit, and it shall be deemed to be the obligor for Replacementspurposes of each such DSR Letter of Credit issued hereunder, regardless of whether or not the notice of payment by the applicable DSR LC Issuer is delivered as described above, or at all. (b) Provided no In the event a Disbursement with respect to a DSR Letter of Credit is not reimbursed by any Borrower in accordance with the terms of Section 2.6.2(a) above, (i) unless each such Borrower shall have notified the Administrative Agent and the applicable DSR LC Issuer prior to 10:00 a.m. (New York City time) on the Business Day immediately following the applicable Disbursement Date that each such Borrower intends to reimburse such DSR LC Issuer for such Disbursement with funds other than the proceeds of DSR LC Loans, each such Borrower shall be deemed to have given a timely Borrowing Request to the Administrative Agent requesting the DSR LC Loan Lenders with DSR LC Loan Commitments to make Base Rate Loans (each, a “DSR LC Loan”) on the date of such Disbursement in an amount in Dollars equal to the amount of such Disbursement (subject to each such Borrower’s right under Section 2.4 to convert Base Rate Loans to SOFR Loans), which, unless an Event of Default existsunder Section 9.1.1 and Section 9.1.9 with respect to any Obligor has occurred and is continuing, Lender shall make disbursements be deemed to be funded by the applicable DSR LC Loan Lenders on the date such Disbursement is made in Base Rate Loans corresponding to the amount of funds such Disbursement and in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyeach such instance, the “Tenant Improvements”); Administrative Agent shall promptly confirm to each DSR LC Loan Lender its applicable amount owing under such DSR LC Loan and, if the applicable DSR LC Issuer is an Affiliate of such DSR LC Loan Lender, such DSR LC Issuer may require such DSR LC Loan Lender to in fact fund (in lieu of a deemed funding) its amount due thereunder within one (1) Business Day following receipt of such confirmation and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property extent such DSR LC Issuer has potential Fronting Exposure with respect to such DSR Letter of Credit, unless an Event of Default under Section 9.1.1 or Section 9.1.9 with respect to any Obligor has occurred and is continuing and notwithstanding anything to the portion contrary contained in Section 2.3, the DSR LC Loan Lenders with DSR LC Loan Commitments shall, on the date of such Disbursement in satisfaction of its participation therein, make DSR LC Loans, that are Base Rate Loans in the amount of the Property Disbursement, the proceeds of which shall be paid directly to such DSR LC Issuer; provided that, if for which any reason proceeds of DSR LC Loans are not received by such leasing commission is dueDSR LC Issuer on the date of such Disbursement in an amount equal to the amount of the Disbursement, (y) each such Borrower shall reimburse such DSR LC Issuer, on demand, in an amount in same day funds equal to the excess of the amount of such leasing commissions Disbursement over the aggregate amount of such DSR LC Loans, if any, which are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)so received. (c) Lender shallSo long as no Default or Event of Default has occurred and is continuing and notwithstanding anything else to the contrary herein, upon written request from reimbursement of any Disbursement under a DSR Letter of Credit by each Borrower and satisfaction in accordance with clause (a) above or, in the event that a Disbursement is financed by a DSR LC Loan in accordance with clause (b) above, upon repayment of such DSR LC Loan, the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs Stated Amount of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve such DSR Letter of Credit shall be reinstated in a form specified the amount of such Disbursement so reimbursed or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requestDSR LC Loan so repaid. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event At least one (1) Business Day (by 1:00 p.m. Cleveland time) prior to each date a disbursement of Default existsthe Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days (by 1:00 p.m. Cleveland time) for any disbursements to be made at the Adjusted LIBOR Rate), Agent shall notify each Lender of the proposed disbursement. Each Lender shall make disbursements available to Agent (or the funding Lender or entity designated by Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 1:00 p.m. Cleveland time on the date such disbursement is to be made (such date being referred to herein as a “Funding Date”). Unless Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to Agent such Lender’s Advance, Agent may assume that such Lender has made such amount available to Agent and Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the Replacement Account case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to reimburse a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrower for Replacementsshall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. (b) Provided no Event Requests by Agent for funding by Lenders of Default exists, disbursements of the Loan will be made by facsimile. Each Lender shall make disbursements of its Advance available to Agent in dollars and in immediately available funds in to such Lender and account as Agent may designate, not later than Noon (Cleveland time) on the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth Funding Date. Nothing in this Section 315.4 shall be deemed to relieve any Lender of its obligation hereunder to make any Advance on any Funding Date, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower nor shall any Lender be responsible for the actual costs failure of (i) any Leasing Commissions and (ii) other Lender to perform its obligations to make any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by LenderAdvance hereunder, and the Commitment of any Lender shall not be accompanied by evidence increased or decreased as a result of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and failure by any other evidence of the incurrence of the related costs and expenses as Lender may reasonably requestto perform its obligation to make any Advances hereunder. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. 13.4.1 At least two (a2) Provided Business Days (by 11:00 a.m. Eastern Time) prior to each date a disbursement of a Loan is to be made or a Letter of Credit to be issued hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Eastern Time for any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender of the proposed disbursement or issuance. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender's Percentage of such disbursement or issuance (with respect to such Lender, such amount being referred to herein as an "Advance") in immediately available funds not later than 11:00 a.m. Eastern Time on the date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender's Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. If any Lender declines to make available to Agent such Lender's advance as described above, so long as no Event of Default existshas occurred and is continuing, upon written demand of Borrower, the Borrower may require such Lender shall make disbursements of funds available to sell and assign its entire interest in the Replacement Account Loans pursuant to reimburse Borrower for Replacements. (b) Provided no Event of Default existsSection 13.22 hereof to an Eligible Assignee, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyreasonably approved by Agent, the “Tenant Improvements”); and (ii) leasing commissions incurred upon payment by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion Eligible Assignee of the Property for which such leasing commission is due, (y) the entire par amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Lender's interest. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. An Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of Default existssuch Letter of Credit and this Agreement, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds such Letter of Credit. Not later than 1:00 p.m. on (i) a Disbursement Date, if the Borrower shall have received notice of such Disbursement prior to 10:00 a.m. on such Disbursement Date, or (ii) the Business Day immediately following a Disbursement Date, if such notice is received after 10:00 a.m. on such Disbursement Date, the Borrower will reimburse such Issuer directly in full for such Disbursement. Each such reimbursement shall be made in immediately available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account Currency in which such Disbursement was made together (in the case of a reimbursement made on such immediately following Business Day, with interest thereon at a rate per annum equal to reimburse Borrower the rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the cost period from the Disbursement Date through the date of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Leasesuch reimbursement, provided that (x) if such leasing commissions are reasonable reimbursement is not made when due pursuant to this Section 2.6.2, then the interest rates set forth in Section 3.2.2 shall apply. Without limiting in any way the foregoing and customary for properties similar notwithstanding anything to the Property contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the portion Borrower shall not have reimbursed such amount in full to such Issuer pursuant to this Section 2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and unconditionally pay in the Property for Currency in which such leasing commission is due, (y) Disbursement was made and in same day funds to the Administrative Agent for the account of such Issuer the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueRevolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative Agent, and excluding the Administrative Agent so notifies the Revolving Loan Lenders prior to 2 p.m., on any leasing commissions which Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2 p.m. on the day of receipt, payment shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower made on the immediately following Business Day). If and (z) to the tenant under the related Lease extent such Revolving Loan Lender shall not have taken occupancy of so made its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction Revolving Loan Percentage of the requirements set forth in this Section 3amount of such payment available to the applicable Issuer, disburse such Revolving Loan Lender agrees to Borrower amounts pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the Reserve necessary date such amount is paid to reimburse Borrower the Administrative Agent for the actual costs account of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectivelysuch Issuer, “Work”)at the Federal Funds Rate. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Each Issuer will notify the Borrower and the ------------- Agent promptly of the presentment for payment of any Letter of Credit, together with notice of the date (athe "Disbursement Date") Provided no Event such payment shall be made. ----------------- Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the applicable Issuer shall make disbursements such payment (the "Disbursement") to the beneficiary (or its ------------ designee) of funds available such Letter of Credit. Prior to 11:30 a.m. (U.S. Central time) on the Disbursement Date, the Borrower will reimburse the applicable Issuer for all amounts which it has disbursed under the Letter of Credit. In the event the applicable Issuer is not reimbursed by the Borrower on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Lenders (including such Issuer) shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans (in accordance with each Lender's Percentage without regard to whether the Replacement Account underlying Disbursement arises with respect to reimburse a Revolving Loan Letter of Credit) which are Base Rate Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a timely ------------- Borrowing Request therefor for Replacements. (b) Provided no Event of Default existssuch amount); provided, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower however, for the cost purpose -------- ------- of (i) tenant improvements required under any Lease (collectivelydetermining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the “Tenant Improvements”); and (ii) leasing commissions incurred Borrower's Reimbursement Obligation shall accrue interest at a fluctuating rate determined by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar reference to the Property and the portion LIBO Rate, plus a margin of the Property for which such leasing commission is due2% per annum, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)payable on demand. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Lender shall disburse the Loan proceeds through the Title Company, pursuant to the Construction Escrow Agreement, based on a percentage of the Work completed in accordance with this Loan Agreement and the other Loan Documents. Borrowers shall not request and, subject to the provisions hereof, Lender shall not be required to make a Disbursement either directly or through the Title Company more frequently than once each calendar month for each Project. Lender may at any time take such action as it deems appropriate to verify that the conditions precedent to each Disbursement have been satisfied, including, but not limited to, verification of the amounts due under any construction contract relative to the Work. Borrowers agree to cooperate with Lender in any such action. If, in the course of any such verification, any amount shown on any construction contract, application for payment, sworn statement or waiver of lien is subject to a possible discrepancy, such discrepancy shall be resolved by Borrowers to Lender's satisfaction. Lender shall not be obligated to disburse Loan proceeds following any Event of Default or Unmatured Default under this Agreement, any other Loan Document, or the Construction Escrow Agreement. Each request for Disbursement, excluding the Initial Disbursement or a Construction Disbursement made simultaneously to the Initial Disbursement, shall be made by a notice from Borrowers and addressed to Lender or its agent delivered at least ten (10) business days prior to the date of the requested Disbursement specifying in detail the amount and mode of each Disbursement and accompanied by the following, all in form and substance satisfactory to Lender, as appropriate, in its sole but reasonable discretion: a. Duplicate originals of an Owner's Sworn Statement and disbursement request in the form prescribed by Lender (which form shall also be acceptable to the Title Company); b. Duplicate originals of Contractors' Application and Certificate for Payment and Sworn Contractor's Statements in the form prescribed by Lender (which form shall also be acceptable to the Title Company), executed by each applicable Contractor and each subcontractor, and a statement of each applicable Contractor and each subcontractor that all items of construction cost have been incorporated into the Projects, in accordance with the Approved Plans; c. Waivers of lien with respect to all previous Disbursements and the current Disbursement from each applicable Contractor, each subcontractor and each materialman to whom payment is to be made; provided such waivers may be provided on a thirty (30) day delay basis if the Title Company agrees to issue the endorsement for the Title Policy required pursuant to subsection (g) hereof; d. If not previously delivered, evidence that all Permits required to perform such Work for which a Disbursement is being requested have been issued; e. Evidence (including invoices and contracts) satisfactory to Lender showing the propriety of each nonconstruction cost item for which payment is requested and such supporting data as Lender may require to enable Lender to verify the correctness of the items described in subsections (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Replacement Account to reimburse Borrower for Replacements. and (b) Provided no Event above; f. Duplicate originals of Default existscertificates of both the Architects, as applicable, and Consultant, in form and substance satisfactory to Lender, to the effect that each of them has made diligent investigation and that, based on such investigation, all construction to the date of the request for Disbursement has been completed and to the extent applicable in accordance with the Approved Plans, the Approved Budgets and the Sworn Statements, and certifying both the Architects' and the Consultant's approval of the request for Disbursement; g. The Title Company has issued an endorsement to the Title Policy extending and increasing the coverage to include the date and the amount of the requested Disbursement, insuring that the Mortgages are first and prior liens on the Projects, as applicable, subject only to the Permitted Exceptions with mechanic's lien coverage through the date that Work was last performed at the applicable Project pursuant to the Sworn Contractor's Statement; and h. Such other documentation as Lender or the Title Company requires. Each request for Disbursement by Borrowers shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of constitute (i) tenant improvements required under any Lease (collectivelyBorrowers' certification that the representations and warranties contained in Section 3 hereof are true and correct in all material respects as of the date of such request, the “Tenant Improvements”); and except as Borrowers may have advised Lender in writing prior to such request, (ii) leasing commissions incurred by Borrower Borrowers' certification that Borrowers are in connection compliance with any Leasethe conditions contained in Section 5, provided and (iii) Borrowers' representation and warranty to Lender that (x) such leasing commissions are reasonable the Work and customary other items for properties similar which payment is requested have been incorporated into the Projects free of all liens and encumbrances other than Lender's first priority lien, and the value thereof is as estimated therein; to the Property best of Borrowers' knowledge, such Work and materials other than tenant improvements conform to the Approved Plans, this Agreement and all applicable Laws; and the portion requisitioned value of such Work and materials and the Property amounts of all other items of cost for which such leasing commission payment is due, (y) requested by Borrowers have theretofore been in fact paid for in cash by Borrowers or the amount same are then due and owing by Borrowers. Approval by Lender of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which requests for advances shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) not constitute an acceptance by Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as materials or other items of cost for which payment is requested by Borrowers. Provided Lender receives complete and orderly draw requests, together with the case appropriate lien waivers, Lender shall fund such requests within ten (10) business days; provided, absent Lender's gross negligence or willful misconduct, Lender shall not be liable for any losses due to its failure to fund draw requests within ten (10) business days. All disbursements shall be made by the Title Company directly to the applicable subcontractors, except for disbursements related to the Tranche B Loan which shall be disbursed directly to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Inc. Loan proceeds may bebe disbursed to pay incurred Hard Costs, including general contractor's overhead and profit, and such bills, invoices and other evidence developer's fee on a pro rata basis according to the percentage of the incurrence applicable Project complete or as otherwise required under the Plaza 32 Construction Contract. Contingency funds for each Project may be reallocated on a pro rata basis according to the percentage of the related costs and expenses applicable Project complete. Loan proceeds may be disbursed to pay Soft Costs as Lender may reasonably requestthey are incurred. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event At least one (1) Business Day (by 11:00 a.m. Columbus, Ohio time) prior to each date a disbursement of Default existsthe Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days [by 11:00 a.m. Columbus, Ohio time] for any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make disbursements available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender's Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an "Advance") in immediately available funds not later than 11:00 a.m. (Columbus, Ohio time) on the date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender's Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the Replacement Account case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to reimburse a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance, and if both such Lender and Borrower for Replacementsshall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. (b) Provided no Event Requests by the Agent for funding by the Lenders of Default exists, disbursements of the Loan will be made by facsimile or e-mail. Each Lender shall make disbursements its Advance available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not later than Noon (Columbus, Ohio time) on the Funding Date. Nothing in this Section 15.4 shall be deemed to relieve any Lender of funds in the Leasing Account its obligation hereunder to reimburse Borrower make any Advance on any Funding Date, nor shall any Lender be responsible for the cost failure of (i) tenant improvements required under any Lease (collectivelyother Lender to perform its obligations to make any Advance hereunder, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion Commitment of any Lender shall not be increased or decreased as a result of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant failure by any other Lender to arms length transactions between Borrower and perform its obligation to make any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Advances hereunder. (c) As soon as practical Agent will promptly forward to each Lender shall, upon written request from Borrower and satisfaction copies of the requirements set forth Receipt and Certification described in this Section 3, disburse 4.3(a) and cause the Lender's Consultant to Borrower amounts from the Reserve necessary forward to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in each Lender a form specified or approved by Lender, and shall be accompanied by evidence copy of the full performance Lender's Consultant's most recent inspection. Delivery of the obligations of Draw Request documents and the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower Lender's Consultant's inspection report shall not make be a request for disbursement from the Reserve more frequently than once in condition to funding any calendar quarterAdvance. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the Borrower and the Agent promptly of the presentment for payment of any Letter of Credit, together with notice of the date (aa “Disbursement Date”) Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 1:00 p.m., New York time, on the Disbursement Date, the Borrower will reimburse the Issuer for all amounts which the Issuer has notified the Borrower that it has disbursed under the Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the Replacement Account third sentence of this Section, the Borrower’s Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to reimburse the Alternate Base Rate plus the Applicable Base Rate Margin plus 2% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrower on the Disbursement Date, or if the Issuer must for Replacements. (b) Provided no Event any reason return or disgorge such reimbursement, the Lenders shall, on the terms and subject to the conditions of Default existsthis Agreement, Lender shall make disbursements of funds in including without limitation Section 6.2 and Section 2.1.4, fund the Leasing Account to reimburse Borrower for the cost of Reimbursement Obligation (i) tenant improvements required under any Lease (collectivelyin respect of Facility A Letters of Credit and Facility C Letters of Credit therefor by making, on the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Leasenext Business Day, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, either Facility A Loans or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the WorkFacility C Loans, as applicable, which are Base Rate Loans as provided in Section 3.2.1 (the case may be, and Borrower being deemed to have given a timely Borrowing Request therefor for such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000amount), and (ii) the total cost in respect of the ReplacementFacility B Letters of Credit by making, Tenant Improvement or Leasing Commission on the next Business Day, Facility A Loans, which are Base Rate Loans as provided in Section 3.2.1 (the Borrower being deemed to have given a timely Borrowing Request for which such amounts); provided, further, for the disbursement is requestedpurpose of determining the availability of the Commitment in respect of such Loans to make such Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time.

Disbursements. Subject to compliance by Developer with all of the terms and conditions of this Agreement, the funds deposited into the Special Fund from Tax Allocation Increment will be available for disbursement to Developer for reimbursement of approved expenditures in connection with the TAD Project, and more specifically for the redevelopment activities approved by resolution by the Governing Body, at such times and in such amounts as determined (each a “Disbursement”) in accordance with the following procedures: A. Developer shall be reimbursed for Reimbursable Costs in a total amount not to exceed $1,986,411 for uses as set forth in Exhibit C (“the Reimbursable Costs”), and all such construction shall be done in accordance with the Plans. i. Not more than sixty (60) days after the date on which Developer receives a Certificate of Occupancy for the Project, Developer will submit a Requisition to the City. The Requisition will include: (i) the TAD Project Budget and the itemized schedule of values prepared by the General Contractor or Developer of the total of Reimbursable Costs, which are those costs associated with the approved TAD activities of the TAD Project per Resolution BR-2022-03, for which amounts in the Special Fund are requested; (ii) all costs incurred for construction and non-construction expenses for the Reimbursable Costs. The accuracy of the cost breakdown in the Requisition must be certified by Developer and the General Contractor. ii. The Requisition must be accompanied by evidence in form and content reasonably satisfactory to the City showing: (a) Provided no Event of Default existsPaid invoices, Lender shall make disbursements of funds available in the Replacement Account to reimburse Borrower bills or statements for Replacements.approved Reimbursable Costs per Resolution BR-2022-03; (b) Provided no Event If the Requisition includes amounts paid to any contractor, a contractor’s application for payment showing the amount paid with respect to each such line item and copies of Default exists, Lender shall make disbursements all bills or statements and canceled checks for expenses incurred for which the Disbursement is requested and a copy of funds in a satisfactory “Interim Waiver and Release upon Payment” pursuant to 0.C.G.A. § ▇▇-▇▇-▇▇▇ from the Leasing Account to reimburse Borrower for General Contractor which received payment from the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion proceeds of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”).immediately preceding Requisition; (c) Lender shall, upon written request from Borrower That all construction has been conducted substantially in accordance with the Plans (and satisfaction all changes thereto approved by the City or otherwise permitted pursuant to the terms hereof) and issuance of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs a final Certificate of (i) any Leasing Commissions and (ii) any work relating to Replacements Occupancy or Tenant Improvements (collectively, “Work”).Certificate of Completion; and (d) Each request That there are no liens outstanding against the TAD Project except for disbursement from those set forth in the Reserve shall be Title Policy, other than (A) inchoate liens for property taxes not yet due and payable, (B) liens being contested in a form specified or approved by Lenderaccordance with the terms and conditions set forth in applicable law, and shall be accompanied by evidence (C) loans for the construction of the full performance TAD Project. B. After receipt and approval of a Requisition from Developer, City will reimburse Developer for Reimbursable Costs as follows: 1. Reimbursement of the obligations Reimbursable Costs will begin the calendar year after a Certificate of Occupancy is obtained for the Project. 2. Reimbursement of the leasing agent or satisfactory completion Reimbursable Costs will be made once per year on an annual basis, not to exceed fifteen (15) calendar years, which period shall commence upon the first calendar year in which any reimbursement is paid to the Developer. 3. The annual reimbursement will be limited to the Tax Allocation Increment generated in the Special Fund by the Developer Project for the calendar year in which the annual reimbursement is to occur. 4. Reimbursement for the annual Tax Allocation Increment generated in the Special Fund by the Developer Project will occur within thirty (30) days after receipt by City of the Workanimal property tax payments for Bourbon Brothers, as the case may be, and such bills, invoices and other evidence which reimbursement is estimated to be prior to December 31” of the incurrence of year in which the related costs and expenses as Lender may reasonably requestannual property tax payment is made. (e) Borrower 5. Reimbursement shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. be made: (f1) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) exceeding the total cost of the ReplacementTax Allocation Increment generated in the Special Fund by the Developer Project for a period in excess of 15 consecutive calendar years; or (2) in an amount exceeding the total reimbursement of $1,986,411; whichever occurs first. In no event shall reimbursement of any Reimbursable Costs be made after December 31, Tenant Improvement or Leasing Commission 2039. C. Developer hereby consents to the utilization of $250,0000 Tax Allocation Increment generated by the construction and completion of Bourbon Brothers to be reimbursed to the City for which the disbursement is requestedCity’s costs in completing the Park Project as described in Article II above.

Disbursements. (a) Provided no Event Sprint is entitled to disbursement from the escrow of Default existsthe amount by which the balance of the Escrow Assets reflected in Escrow Agent's statement exceeds the amount then required under Section 4. Sprint may request this disbursement solely by sending to Z-Tel a written request for escrow disbursement. Z-Tel will within five (5) Business Days request disbursement from the escrow, Lender shall make disbursements of funds available the amount by which the balance of the Escrow Assess reflected in the Replacement Account Escrow Agent's statement exceeds the amount then required under Section 4, by sending to reimburse Borrower the Escrow Agent a request for Replacementsdisbursement in the form attached to this Agreement as Attachment A (an "EXCESS BALANCE DISBURSEMENT REQUEST"), with a contemporaneous copy to Sprint. (b) Provided no Event Z-Tel is entitled to disbursements from the escrow from time to time during the term of Default exists, Lender shall make disbursements of funds this Agreement in amounts equal to any Transition Fees payable by Sprint under the Services Agreement that Sprint does not pay when due. Z-Tel may request this disbursement solely by sending to Escrow Agent a request for disbursement in the Leasing Account form attached to reimburse Borrower for the cost of this Agreement as Attachment B (i) tenant improvements required under any Lease (collectivelyan "UNPAID FEES DISBURSEMENT REQUEST"), the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar a contemporaneous copy to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Sprint. (c) Lender shall, upon written request from Borrower and satisfaction of Escrow Agent will disburse the requirements set forth Escrow Assets in this Section 3, disburse to Borrower amounts from accordance with the Reserve necessary to reimburse Borrower for the actual costs of following provisions: (i) If Escrow Agent receives an Excess Balance Disbursement Request from Z-Tel requesting that all or any Leasing Commissions and portion of the Escrow Assets be disbursed to Sprint, Escrow Agent will disburse the requested Escrow Assets to Sprint in accordance with the instructions contained in the Excess Balance Disbursement Request within ten (10) Business Days after receiving the Excess Balance Disbursement Request. (ii) any work relating to Replacements or Tenant Improvements If Escrow Agent receives a Unpaid Fees Disbursement Request from Z-Tel (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence with Z-Tel's certification of its delivery of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.to Sprint and

Disbursements. (a) Provided no Event of Default existsPrior to incurring actual development and/or acquisition costs, Lender shall make disbursements of funds available in the Replacement Account Grantee will submit all requested development and/or acquisition documents to reimburse Borrower RPOSD for Replacementsprior review and approval. Project costs must be incurred within the Project Timeline to be eligible for reimbursement. (b1. The Grantee must submit requests for payment electronically in accordance with their reimbursement schedule. Refer to RPOSD Grant Administration Manual for Payment Reimbursement Schedule and Procedures. i) Provided no Event The Grantee will supply RPOSD any copies of Default exists, Lender shall make disbursements of funds in executed contracts where the Leasing Account to reimburse Borrower Grantee expects reimbursement from grant funds. ii) Upon entering into any contract for the cost construction, maintenance, operation or similar activity related to the Project, the Grantee agrees it will require said contractor to carry adequate insurance required by RPOSD and naming RPOSD as an additional insured party. In addition, said insurance must require that the Grantee and RPOSD be given thirty (30) days advance written notice of (any modification or cancellation of said insurance. The Grantee agrees to submit proof of such insurance to RPOSD for its prior approval. 2. RPOSD may disburse to the Grantee the grant funding as follows: SAMPLE i) tenant improvements required under any Lease (collectivelyWhen acquisition is by negotiated purchase, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) RPOSD may disburse the amount of such leasing commissions are determined RPOSD-approved purchase price together with RPOSD-approved costs of acquisition. ii) RPOSD-approved purchase price shall not exceed the value contained in a valid appraisal report. iii) When acquisition is allowed pursuant to arms length transactions between Borrower Measure A through eminent domain proceedings, RPOSD may disburse the amount of the total award, as provided for in the final order of condemnation, together with RPOSD-approved costs of acquisition. The Grantee shall bear all costs and any leasing agent to which a leasing commission is duemake all advances associated with obtaining an order of immediate possession in an eminent domain proceeding. iv) In the event the Grantee abandons such eminent domain proceedings, the Grantee agrees that it shall bear all costs in connection therewith and excluding any leasing commissions which that no grant monies shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)disbursed for such costs. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. a. At least one (a1) Provided no Event Business Day (by 11:00 a.m. Columbus, Ohio time) prior to each date a disbursement of Default existsthe Revolving Facility is to be made hereunder pursuant to this Agreement (or at least three (3) LIBOR Business Days [by 11:00 a.m. Columbus, Ohio time] for any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make disbursements of funds available in to Agent (or the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default existsfunding Lender or entity designated by the Agent), Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant Lender’s Percentage of such disbursement (with respect to arms length transactions between such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Columbus, Ohio time) on the date such disbursement is to be made (such date being referred to herein as a “Funding Date”). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and any leasing agent Borrower agrees to which a leasing commission repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is duemade available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and excluding any leasing commissions which (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall be due any general partnerpay to Agent such corresponding amount, or shareholder of such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises paid and commenced the payment of its entire base minimum rent (collectivelyrepaid, “Leasing Commissions”)respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. (c) Lender shall, upon written request from Borrower and satisfaction b. Requests by the Agent for funding by the Lenders of disbursements of the requirements set forth Revolving Facility will be made by facsimile. Each Lender shall make its Advance available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not later than 11:00 a.m. (Columbus, Ohio time) on the Funding Date. Nothing in this Section 311.04 shall be deemed to relieve any Lender of its obligation hereunder to make any Advance on any Funding Date, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower nor shall any Lender be responsible for the actual costs failure of (i) any Leasing Commissions other Lender to perform its obligations to make any Advance hereunder, and (ii) the Commitment of any work relating Lender shall not be increased or decreased as a result of the failure by any other Lender to Replacements or Tenant Improvements (collectively, “Work”)perform its obligation to make any Advances hereunder. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence c. As soon as practical Agent will promptly forward to each Lender copies of the full performance Disbursement Request documents described in Section 5.01 hereof. Delivery of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower Disbursement Request documents shall not make be a request for disbursement from the Reserve more frequently than once in condition to funding any calendar quarterAdvance. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements from the portion of funds available in the Reserve allocated to the Replacement Account to reimburse Borrower for the costs of those items listed in Exhibit A attached hereto and made a part of this Agreement (collectively the "Replacements"). Lender shall not be obligated to make disbursements from the portion of the Reserve allocated to the Replacement Account to reimburse Borrower for the costs described on Exhibit B attached hereto and made a part hereof. (b) Provided no Event of Default exists, Lender shall make disbursements from the portion of funds in the Reserve allocated to the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any new Lease or modification, renewal or extension of any existing Lease which is entered into after the date hereof, provided that (A) any such Lease, modification, renewal or extension is entered into in accordance with terms and provisions of the Security Instrument and the Other Security Documents (collectively, the “"Tenant Improvements”); ") and (B) such disbursement shall not, with respect to such Lease, modification, renewal or extension, exceed the amount shown on Exhibit E on a per square foot basis, and (ii) leasing commissions (including any so-called "override" leasing commissions which may be due 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 Leasethe leasing of the Property or a portion thereof, provided that (xA)(x) 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, and (y) the amount of such leasing commissions and "override" leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission or "override" leasing commission is due, and excluding any leasing commissions and "override" leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “"Leasing Commissions”"), (B) such commissions are payable in connection with a new Lease or modification, renewal or extension of an existing Lease which is entered into after the date hereof in accordance with the provisions of the Security Instrument and the Other Security Documents, and (C) such disbursement shall not, with respect to any Lease or modification, extension or renewal thereof, exceed the amount shown on Exhibit E on a per square foot basis. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 33 and Section 4 below, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any approved Leasing Commissions upon satisfactory evidence that the obligations of the leasing agent have been fully performed and (ii) any work relating to approved Replacements and Tenant Improvements upon satisfactory completion of such Replacements or Tenant Improvements (collectivelyor upon partial completion in the case of Replacements or Tenant Improvements made pursuant to Section 3(h)), “Work”as determined by Lender in its sole discretion. In no event shall Lender be obligated to disburse funds from the Reserve if an Event of Default (as defined in Section 5.1 herein) exists under the Note, the Security Instrument, or this Agreement (including but not limited to Borrower's failure to pay in full any fees, costs and expenses then due and payable under this Agreement). (d) Each request for disbursement from the Reserve in connection with a Replacement or a Tenant Improvement shall be in a form specified or approved by LenderLender and shall at a minimum set forth: (i) the Replacements or Tenant Improvements for which such disbursement is requested, (ii) the quantity and price of each item purchased, if the Replacement or Tenant Improvement includes the purchase or replacement of specific items (such as appliances), (iii) the price of all materials (grouped by type or category) used in any Replacement or Tenant Improvement other than the purchase or replacement of specific items, and (iv) the cost of all contracted labor or other services applicable to each Replacement or Tenant Improvement for which such request for disbursement is made. With each such request Borrower shall certify that the applicable Replacements and Tenant Improvements have been completed, and have been made in accordance with all applicable laws, ordinances, and regulations of any governmental office or authority having jurisdiction over the Property. Each request for disbursement shall be accompanied include (i) to the extent the items set forth in such request have been paid by Borrower, waivers of lien from each contractor providing materials, labor or services, and evidence of the full performance payment of such items satisfactory to Lender, (ii) to the extent such items have not been paid by Borrower, copies of invoices for all items or materials purchased and all contracted labor or services in form satisfactory to Lender and (iii) unless previously delivered to Lender in accordance with the terms hereof, waivers of lien and evidence satisfactory to Lender that all contractors and other persons who were the subject of previous disbursements from the Reserve have been paid in full. (e) Each request for disbursement from the Reserve in connection with a Leasing Commission shall be in a form specified or approved by Lender and shall at a minimum set forth. (i) The Leasing Commissions for which such disbursement is requested; and (ii) The amount of each Leasing Commission. With each such request Borrower shall certify that the obligations of the leasing agent or satisfactory have been fully performed, and Borrower shall also deliver a certification from the leasing agent that no further sums are due to it in connection with the applicable Leasing Commission. Each request for disbursement shall include copies of invoices and bills for such Leasing Commissions. (f) To the extent disbursements from the Reserve are intended to pay contractors and other persons who have not yet been paid by Borrower, such disbursements shall constitute a trust fund in the possession of Borrower for the benefit of such persons and shall be promptly applied by Borrower to the payment of such persons. (g) Except as provided in Section 3(h), each request for disbursement from the Reserve shall be made only after completion of the WorkReplacement for which such disbursement is requested. Borrower shall provide Lender evidence satisfactory to Lender, of completion. (h) If (i) the time required to complete a Replacement or Tenant Improvement exceeds one month, (ii) the contractor performing a Replacement or Tenant Improvement requires periodic payments pursuant to terms of a written contract, (iii) the total cost of such Replacement or Tenant Improvement exceeds $25,000, and (iv) Lender has approved in writing in advance such periodic payments, a request for reimbursement from the portion of Reserve allocated to the Replacement Account or the Leasing Account (as the case may be) may be made after completion of a portion of the work under such contract, provided (u) such contract requires payment upon completion of such portion of the work, (v) the materials for which the request is made are on site at the Property and are properly secured or have been installed in the Property, (w) all other conditions in this Agreement for disbursement have been satisfied, (x) funds remaining in the Replacement Account or Leasing Account (as the case may be) are, in Lender's judgment, sufficient to complete such Replacement or Tenant Improvement and the other Replacements or Tenant Improvements when required (y) the cost of the portion of the work completed under such contract exceeds $5,000, and (z) each contractor or subcontractor receiving payments under such bills, invoices and other evidence contract shall provide a waiver of the incurrence of the related costs and expenses as Lender may reasonably requestlien with respect to amounts which have been paid to that contractor or subcontractor. Borrower shall not make a request for disbursements more frequently than monthly under this subsection. (ei) Except for disbursements to be made pursuant to Section 3(h), Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quartermonth. (fj) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and or (ii) except as set forth in Section 3(h), the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested. (k) Borrower shall not make a request for disbursement from the Reserve (A) for a Replacement in an amount greater than the amount allocated to the Replacement Account, or (B) for a Tenant Improvement or Leasing Commission in an amount greater than the amount allocated to the Leasing Account. (l) In connection with any Replacement or Tenant Improvement that is (i) a structural repair or improvement, or (ii) a replacement or repair of a major component or element of any part of the Property, Lender may require, at Borrower's expense, one or more inspections and/or certificates of completion by an appropriate independent, qualified professional (e.g., architect, engineer, consultant) approved by Lender.

Disbursements. Each Issuer will notify the Borrower and the Agent promptly of the presentment for payment of any Letter of Credit, together with notice of the date (athe "Disbursement Date") Provided no Event such payment shall be made. Subject to the terms and provisions of Default existssuch Letter of Credit, Lender the applicable Issuer shall make disbursements such payment (the "Disbursement") to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 11:30 a.m. (U.S. Central time) on the Disbursement Date, the Borrower will reimburse the applicable Issuer for all amounts which it has disbursed under the Letter of Credit. In the event the applicable Issuer is not reimbursed by the Borrower on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Lenders (including such Issuer) shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans (in accordance with each Lender's Percentage without regard to whether the Replacement Account underlying Disbursement arises with respect to reimburse a Revolving Loan Letter of Credit) which are Base Rate Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for Replacements. (b) Provided no Event of Default existssuch amount); provided, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower however, for the cost purpose of (i) tenant improvements required under any Lease (collectivelydetermining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the “Tenant Improvements”); and (ii) leasing commissions incurred Borrower's Reimbursement Obligation shall accrue interest at a fluctuating rate determined by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar reference to the Property and the portion LIBO Rate, plus a margin of the Property for which such leasing commission is due2% per annum, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)payable on demand. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The City's obligation to approve any expenditure of Funds after Loan closing is subject to ▇▇▇▇▇▇▇▇’s satisfaction of the following conditions precedent. (a) Provided no Event Borrower will have delivered to the City an Expenditure Request in form and substance satisfactory to the City, together with: (i) copies of Default existsinvoices, Lender shall make disbursements contracts or other documents covering all amounts requested; (ii) a line item breakdown of funds available costs to be covered by the Expenditure Request; and (iii) copies of checks issued to pay expenses covered in the Replacement Account previous Expenditure Request. The City may grant or withhold its approval of any line item contained in the Expenditure Request that, if funded, would cause it to reimburse Borrower exceed the budgeted line item as previously approved by the City. Additionally, the City will approve all requested reallocations of Funds for Replacementsline items previously approved by the City, including, but not limited to, change order approved under Section 5.3. (b) Provided no No Event of Default existsDefault, Lender shall make disbursements or event that with notice or the passage of funds in the Leasing Account to reimburse Borrower for the cost time or both could constitute an Event of (i) tenant improvements required under any Lease (collectivelyDefault, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided may have occurred that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion remains uncured as of the Property for which such leasing commission is due, (y) date of the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Expenditure Request. (c) Lender shallWith respect to any Expenditure Request that covers rehabilitation or construction costs, upon written request from Borrower and satisfaction of will have certified to the requirements City that the Project complies with the labor standards set forth in this Exhibit E, Section 31, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)if applicable. (d) Each request With respect to any Expenditure Request that covers travel expenses, ▇▇▇▇▇▇▇▇’s travel expenses will be reasonable and will comply with the following: (i) Lodging, meals and incidental expenses will not exceed the then- current per diem rates set forth by the United States General Services Administration for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence County of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requestSan Francisco found at: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/portal/category/104711. (eii) Borrower shall not make a request Air transportation expenses will use fares for disbursement from coach-class accommodations, provided that purchases for air travel will occur no less than one week before the Reserve more frequently than once in any calendar quartertravel day. (fiii) Borrower shall If ground transportation is required, the City urges the use of public transit or courtesy shuttles if provided by a lodging. If courtesy transportation is not make provided by a request lodging, ground transportation expenses for disbursement travel to or from regional airports will not exceed Fifty Dollars ($50.00) each way. Other ground transportation expenses will not exceed then-current San Francisco taxi rates found at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/getting- around/taxi/taxi-rates. Ground transportation will not include any expenses for luxury transportation services, such as a limousine, or any expenses related to travel to or from Project site meetings by Borrower’s employees. (iv) Miscellaneous travel expenses will not exceed Fifty Dollars ($50.00) without prior written approval of the Reserve in an amount less than the lesser City. (v) Any Expenditure Request for travel expenses will include supporting documentation, including, without limitation, original itemized receipts showing rates and cost, air travel itinerary, proof of (i) $5,000payment, and (ii) any written justification requested by the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requestedCity.

Disbursements. Participant and Lender hereby agree that Lender shall make Advances of proceeds of the Credit in accordance with the terms and conditions of the Credit Agreements. Each Advance shall be disbursed ratably for the account of all Participants in their respective Participation Percentage. Participant shall pay its Pro Rata part of all Extraordinary Expenses and other expenses incurred by Lender (abut not vice-versa) Provided no Event in connection with enforcement of Default existsall obligations of Borrower under the Credit Agreements and Participant shall be entitled to a Pro Rata part of any payments subsequently received by Lender with respect to such fees and expenses. For each Advance, Lender shall make disbursements give Participant, notice, to be confirmed in writing delivered by telecopier. Such notice shall include a calculation of the amount due from Lender to Obligor, a calculation of the amount due from Participant to Lender, the date such funds are due (no earlier than two Business Days from the date of such notice), and appropriate electronic funds transfer instructions. Participant shall, on or before 2:00 p.m. Eastern Time on the day of a requested Advance, deposit in Lender’s specified settlement account, in federal funds or other funds current in Huntington, West Virginia, Participant’s share of such Advance, subject to the conditions of the Credit Agreements. If the requested funds are deposited in Lender’s specified account or wired to Lender after 2:00 p.m. Eastern Time, the funds shall be credited the next business day. In the event Participant fails to furnish Lender at the time called for an Advance with immediately available funds equal to its Participation Percentage of such Advance for Extraordinary Expenses, and if applicable, approved previously by a Simple Majority of Participants as described in the Replacement Account to reimburse Borrower for Replacements. (b) Provided Section 4.6(c), and provided that such failure is in no Event way through fault of Default existsor error by Lender, Lender shall make disbursements have the right, but not the obligation, to advance such funds on behalf of Participant. Any funds so advanced shall constitute a loan to Participant from Lender bearing interest at the rate in effect under the Leasing Account Credit Facility from the date advanced and shall be due and payable upon demand. If Lender is required to reimburse Borrower for the cost of (i) tenant improvements required under refund to Obligor any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower amount in connection with this Agreement, then Participant shall pay to Lender its Participation Percentage of the refund. Furthermore, Participant agrees that if it shall, by exercising any Leaseright of setoff or counterclaim or otherwise, provided that (x) such leasing commissions are reasonable and customary for properties similar receive payment of a proportion of the aggregate amount of any amount due with respect to the Property and Credit, Participant shall pay the portion of the Property same over to Lender for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)distribution by Lender among Participants as Collections. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Escrow Agent is directed to and shall distribute the Escrow Property in the following manner: (a) Provided no Event of Default exists, Lender If the Escrow Agent shall make disbursements of funds available have received a certificate from the Company in the Replacement Account form attached hereto as Exhibit B (the “Escrow Release Certificate”), executed by one of the authorized signatories of the Company listed on Exhibit E-1B to reimburse Borrower for Replacementsthis Agreement, then the Escrow Agent shall as soon as practicable liquidate and release and thereafter deliver all (and not less than all) Escrow Property in accordance with the instructions and on the date and at or before the time requested therein, which requested disbursement date shall be a Business Day not earlier than two (2) Business Days after delivery of the Escrow Release Certificate and in no event later than June 30, 2014 (the “Redemption Deadline”). The Escrow Agent shall confirm in writing to the Company and the Trustee that the Escrow Property has been transferred by it to the Company (or as directed by the Company) and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., respectively, in accordance with the Escrow Release Certificate. (b) Provided no Event of Default exists, Lender If the Escrow Agent shall make disbursements of funds have received a certificate from the Company in the Leasing Account to reimburse Borrower for the cost of form attached hereto as Exhibit C (i) tenant improvements required under any Lease (collectively, the “Tenant ImprovementsRedemption Release Certificate”); , executed by one of the authorized signatories listed on Exhibit E-1B to this Agreement, then the Escrow Agent shall liquidate as soon as practicable and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar transfer to the Paying Agent and Escrow Corp. all (and not less than all) Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be the third Business Day following the date on which the Escrow Agent receives the Redemption Release Certificate. The Escrow Agent shall confirm in writing to the Company and the portion of Trustee that the Escrow Property for which such leasing commission is due, (y) has been released by it in accordance with the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Redemption Release Certificate. (c) Lender shallIf there is any Escrow Property in the Escrow Account after the Redemption Deadline then, upon written request notwithstanding any objection, claim, demand or other notice from Borrower Escrow Corp. and satisfaction the Company (each of which are hereby waived by Escrow Corp. and the requirements set forth in this Section 3Company) or any other person to the contrary, disburse the Escrow Agent shall liquidate and transfer to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve Paying Agent Escrow Property in an amount less than the lesser of (i) $5,000, and (ii) the total cost sufficient to redeem all outstanding Notes at a redemption price equal to 100% of the Replacementissue price of the Notes, Tenant Improvement or Leasing Commission for which plus accrued and unpaid interest to, but excluding the disbursement is requesteddate of redemption, by no later than June 30, 2014. The Escrow Agent shall liquidate and transfer to Escrow Corp. the remainder of the Escrow Property in the Escrow Account. The Escrow Agent shall confirm in writing to the Trustee and the Company that the Escrow Property has been released by it in accordance with this Section 2.3(c).

Disbursements. 13.4.1 At least two (a2) Provided Business Days (by 11:00 a.m. Eastern Time) prior to each date a disbursement of a Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Eastern Time for any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. Eastern Time on the date such disbursement is to be made (such date being referred to herein as a “Funding Date”). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. If any Lender declines to make available to Agent such Lender’s advance as described above, so long as no Event of Default existshas occurred and is continuing, upon written demand of Borrower, the Borrower may require such Lender to sell and assign its entire interest in the Loans pursuant to Section 13.22 hereof to an Eligible Assignee, reasonably approved by Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender’s interest. 13.4.2 Requests by the Agent for funding by the Lenders of disbursements of the Loan will be made by facsimile. Each Lender shall make disbursements of funds its Advance available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property Agent in dollars and in immediately available funds to such Lender and account as the portion of Agent may designate, not later than Noon Eastern Time on the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth Funding Date. Nothing in this Section 313.4 shall be deemed to relieve any Lender of its obligation hereunder to make any Advance on any Funding Date, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower nor shall any Lender be responsible for the actual costs failure of (i) any Leasing Commissions other Lender to perform its obligations to make any Advance hereunder, and (ii) the Commitment of any work relating Lender shall not be increased or decreased as a result of the failure by any other Lender to Replacements or Tenant Improvements (collectively, “Work”)perform its obligation to make any Advances hereunder. (d) Each 13.4.3 As soon as practical Agent will promptly forward to each Lender copies of any draw request for disbursement from documents and, if applicable, cause the Reserve shall be in Lender’s Consultant to forward to each Lender a form specified or approved by Lender, and shall be accompanied by evidence copy of the full performance Lender’s Consultant’s most recent inspection. Delivery of the obligations of draw request documents and the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower Lender’s Consultant’s inspection report shall not make be a request for disbursement from the Reserve more frequently than once in condition to funding any calendar quarterAdvance. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Process accounts payable. - Match merchandise receipt to invoice consistent with current Seller practices. - Approve invoices per current Seller approval principles. - Pay vendors. - Correspond with vendors. - Maintain accounts payable within 3 business days after applicable CORE vendor tables are updated. - Retain records. - Process other disbursements. - Pay approved disbursements. - Process travel and entertainment. - Prepare 1099s. - Add restrictions on use of purchasing cards used at NTB Stores per Seller's instructions. - Buyer will be responsible for obtaining purchasing cards in Buyer's name as of the conversion cut-over date for the applicable NTB Store; Seller will discontinue the current purchasing card in Seller's name as of that conversion cut-over date. - Buyer will be responsible for purchasing and maintenance of equipment, excluding supplies for distribution to customers governed by the Buying section of this Exhibit A. - On each Tuesday prior to the Expiration Date (aand on the Tuesday following the Expiration Date), Seller shall issue a statement to Buyer setting forth the difference between the NTB Stores' aggregate net daily sales collected by Seller during the week ending on the previous Saturday minus the NTB Stores' aggregate merchandise purchased by Seller during such previous week (such difference, the "Weekly Settlement Amount"). Within 48 hours after Buyer's receipt of Seller's statement, Seller will pay to Buyer any positive Weekly Settlement Amount, and Buyer will pay to Seller the amount, if any, by which the Weekly Settlement Amount is less than zero. Unless otherwise mutually agreed in writing, all amounts under this bullet will be payable through electronic transfer of immediately available funds to a bank account designated by the recipient from time to time. Any portion of an amount due to a party and not paid on its respective due date shall bear interest at the rate of 12% per annum from the due date until paid in full. Notwithstanding the foregoing, if an amount due to Seller is disputed by Buyer in good faith and Seller receives prompt written notice of such dispute, late charges shall not begin to accrue until the dispute is settled. - Any other amounts payable by Buyer to Seller and not covered by Section 2.01 of the Agreement or by the previous bullet (e.g., operating expenses and real estate expenses for the NTB Stores paid by Seller) Provided no Event of Default exists, Lender shall make disbursements of funds available adjusted for any amounts then discovered that were not included in the Replacement Account applicable Weekly Settlement Amounts due to reimburse Borrower for Replacements. late recording or other omission shall be invoiced by Seller to Buyer within six (b6) Provided no Event business days after the end of Default existseach Seller's fiscal month during which such amounts are incurred or discovered. Buyer will pay such amounts within 48 hours after receipt of Seller's invoice. Unless otherwise mutually agreed in writing, Lender shall make disbursements all amounts payable under this bullet will be payable by Buyer through electronic transfer of immediately available funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred a bank account designated by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar Seller from time to the Property and the time. Any portion of an amount due to Seller not paid on its respective due date shall bear interest at the Property for which such leasing commission is duerate of 12% per annum from the due date until paid in full. Notwithstanding the foregoing, (y) if the amount due to Seller is disputed by Buyer in good faith and Seller receives prompt written notice of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is duedispute, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower late charges shall not make a request for disbursement from begin to accrue until the Reserve more frequently than once in any calendar quarterdispute is settled. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. An Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of Default existssuch Letter of Credit and this Agreement, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 1:00 p.m., New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first Business Day following the Disbursement Date, the Borrower will pay to the Administrative Agent for the account of the applicable Issuer, all amounts that such Issuer has disbursed under such Letter of Credit, together with interest thereon at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (with the Replacement Account then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse Borrower for Replacements. (b) Provided no Event the applicable Issuer upon each Disbursement of Default exists, Lender shall make disbursements a Letter of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueCredit, and excluding any leasing commissions which it shall be due any general partner, or shareholder deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”a Subsidiary Guarantor). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. Each Issuer will notify the Borrower and the Agent promptly of the presentment for payment of any Letter of Credit issued by it, together with notice of the date (aa "Disbursement Date") Provided no Event such payment shall be made (each such payment, a "Disbursement"). Unless otherwise agreed by the applicable Issuer and the Borrower, drawings under any Letter of Default existsCredit issued under Section 4.1 shall be made on sight. Subject to the terms and provisions of such Letter of Credit, Lender each Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available in such Letter of Credit. Prior to 2:00 p.m., New York time, on the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyDisbursement Date, the “Tenant Improvements”); Borrower will reimburse each Issuer in Dollars for all amounts which it has disbursed under the Letter of Credit. To the extent an Issuer is not reimbursed in full on the date payment is made under a Letter of Credit, the Borrower's Reimbursement Obligation shall accrue interest at the Alternate Base Rate plus the Applicable Margin for two Business Days and thereafter at the Post-Maturity Rate described in Section 3.1.1, payable on demand, until reimbursed in full. In the event an Issuer is not reimbursed by the Borrower on any Disbursement Date, or if an Issuer must for any reason return or disgorge such reimbursement, the Lenders (iiincluding such Issuer) leasing commissions incurred shall fund the Reimbursement Obligation therefor by Borrower in connection with any Leasemaking, provided on the next Business Day, advances ("L/C Advances") that (x) such leasing commissions are reasonable payable on demand and customary for properties similar shall be Obligations hereunder, bearing interest by reference to the Property Base Rate (except that such L/C Advances shall be made upon demand by the Agent rather than upon notice by the Borrower and shall be made, notwithstanding anything in this Agreement to the portion contrary, without regard to the satisfaction of the Property for which such leasing commission is due, (y) conditions precedent to the extension of credit set forth in Article VI of this Agreement and notwithstanding any termination of the Commitments). Each Lender's obligation to make L/C Advances in the amount of such leasing commissions are determined its Percentage of any unreimbursed amounts outstanding under a Letter of Credit pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission hereto is dueseveral, and excluding any leasing commissions which shall be due any general partner, not joint or shareholder of Borrower or any affiliate of Borrower joint and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)several. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of No funds available will be disbursed by the Authority to the Borrower until the Borrower has delivered its Note to the Authority as set forth in the Replacement Account to reimburse Borrower for ReplacementsSection 1.3. (b) Provided no Event of Default existsAll Borrower disbursement requests will be subject to Authority approval and will be disbursed on a cost reimbursement basis, Lender shall make disbursements of funds consistent with the budget presented in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion Borrower's application. The Authority may withhold or disallow all or part of the Property for which such leasing commission amount requested if the Authority determines the request is duenot in compliance with this Agreement, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower applicable federal and any leasing agent to which a leasing commission is duestate laws, and excluding any leasing commissions which shall be due any general partner, regulations or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)rules as then in effect. (c) Lender shall, upon written The Authority will disburse funds pursuant to approved disbursement requests complying with the provisions of this Agreement. Each disbursement request from Borrower must be for eligible costs for completed work on the Project and satisfaction must be submitted at such deadlines established by the Authority and on a form prescribed by the Authority. Each disbursement request must include supporting invoices and billing statements and be signed by an employee or elected official of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)Borrower. (d) Each request The Authority will reimburse the Borrower for disbursement from eligible Project costs incurred prior to the Reserve shall be execution of this Agreement only to the extent approved in a form specified or approved by Lender, and shall be accompanied by evidence connection with the Authority’s approval of the full performance Borrower’s application. The Authority reserves the right to reimburse the Borrower for approved costs incurred prior to the execution of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably requestthis Agreement by making disbursements therefor over a two-year period in eight equal quarterly payments. (e) Disbursements will be made by the Authority to the Borrower shall within 30 days of receipt of the Borrower’s request, unless the Authority determines to withhold disbursement in accordance with the provisions of this Agreement. The Authority will endeavor to pay disbursement requests submitted by the Borrower not make a request for disbursement from later than the Reserve more frequently than once in any calendar quarter15th day of the month by the 25th day of the same month. (f) Borrower shall If the entire amount specified in Section 1.1 is not make a request for disbursement from the Reserve in an amount fully disbursed by June 30, 2018, no further disbursements will be made. In such event or if final eligible Project costs are less than the lesser of (i) $5,000total financing amount specified in Section 1.1, and (ii) the total cost undisbursed balance of the Replacement, Tenant Improvement Loan amount not disbursed will be applied to the outstanding principal installments of the Loan on a pro rata basis or Leasing Commission for which as otherwise determined by the disbursement is requestedAuthority. The Authority will revise Exhibit A to this Agreement to reflect the reduction in principal amount and promptly deliver a copy to the Borrower.

Disbursements. (a) Provided no Event Subject to the terms and ------------- provisions of Default existssuch Letter of Credit and this Agreement, Lender upon presentment of any Letter of Credit to the Issuer for payment, the Issuer shall make disbursements such payment (such payment being a "Disbursement") ------------ to the beneficiary (or its designee) of funds available in such Letter of Credit on the Replacement Account date designated for such payment (the "Disbursement Date"). The ----------------- Issuer will notify the Borrower and each of the Lenders promptly of the presentment for payment of any such Letter of Credit, together with notice of the related Disbursement Date. Prior to 11:00 a.m., Chicago, Illinois time, on the next Business Day following the Disbursement Date, the Borrower will reimburse Borrower for Replacements. (b) Provided no Event of Default existsthe Administrative Agent, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost account of (i) tenant improvements required under any Lease (collectivelythe Issuer, for such Disbursement, together with all interest accrued on such Disbursement from the Disbursement Date, at the then applicable rate of interest for Reference Rate Loans. If, prior to 12:00 p.m., Chicago, Illinois time, on the Disbursement Date, the “Tenant Improvements”); and Borrower delivers a Borrowing Request requesting that the Reimbursement Obligation (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under resulting from the related Lease shall have taken occupancy Disbursement) be automatically converted into a Borrowing of its entire leased premises and commenced the payment of its entire base minimum rent (collectivelyRevolving Loans, “Leasing Commissions”). (c) Lender shallthen, upon written request from Borrower and satisfaction of the requirements if all conditions set forth in this Section 35.2 have been satisfied or waived (as if the Borrower were requesting a new Borrowing hereunder), disburse immediately upon such Disbursement, such resulting Reimbursement Obligation shall be deemed to be a Borrowing of Reference Rate Loans made pursuant to Section 2.1(a). In the event any Default has occurred and is continuing, or any of the other conditions set forth in Section 5.2 has not been satisfied or otherwise waived or no Borrowing Request has been delivered hereunder, then, prior to 11:00 a.m., Chicago, Illinois time, on the next Business Day following the Disbursement Date, the Borrower amounts shall reimburse the Administrative Agent, for the account of the Issuer, for such Disbursement, together with all interest accrued on such Disbursement from the Reserve necessary to reimburse Borrower Disbursement Date, at the then applicable rate of interest for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”)Reference Rate Loans. (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided So long as no Event of Default existsshall have occurred, funds shall be disbursed by Lender for the purposes of effecting the improvements to the projects set forth above in paragraph 4.f. (i) not to exceed the amounts set forth therein on the following terms and conditions. All requests for funding shall be in writing and shall be made through ILX's completion and submission of a construction loan request in the form appended hereto as EXHIBIT E, or such other form as Lender may require. ILX shall have provided Lender a written budget satisfactory to Lender in its discretion for the improvements to be effected at the subject project, supported by bids, cost estimates, contracts or other documentation reasonably satisfactory to Lender, which budget shall be updated in writing as necessary by ILX. Each such disbursement shall be made on written request of ILX only for the purpose of funding the cost of improvements in place or materials delivered to the job site and properly installed or securely stored therein as evidenced by invoices or other documentation reasonably satisfactory to Lender, in accordance with the plans and specifications therefore supplied to and approved by Lender in its reasonable discretion. Lender shall have the right to make inspections of the subject projects and improvements and all the improvements for which disbursement of Loan proceeds shall be satisfactory to Lender and its construction inspector, if any. All improvements to the subject project to the date of disbursement shall have been paid for in full (or subject only to applicable retainage) as evidenced by lien waivers or other documentation reasonably satisfactory to Lender. With respect to furniture, fixtures, equipment and personalty paid for in whole or in part by Advances, Lender shall make disbursements have, and the ILX Entities hereby grant to Lender, a duly perfected first priority security interest in same. The cost of funds available in completing the Replacement Account subject improvements at no time shall exceed the undisbursed balance of the Loan proceeds pertaining to reimburse Borrower for Replacements. the subject project (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for and if the cost of (i) tenant completing the subject improvements required under at any Lease (collectively, time exceeds the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar undisbursed balance of the Loan proceeds pertaining to the Property and the portion of the Property subject project, ILX shall immediately pay to Lender for deposit into a non-interest bearing Loan account an amount equal to any such excess, which such leasing commission is due, (y) the amount of such leasing commissions are determined amounts shall be disbursed by Lender pursuant to arms length transactions between Borrower the provisions of this paragraph). No funds shall be advance by Lender for the purposes of effecting the improvements to the Bell Rock Inn until the ILX Entities have executed and any leasing agent to which a leasing commission is duedelivered ▇▇ Lender an additional security agreement and UCC-1 financing statements perfecting Lender's security interests in the furniture, fixtures, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)equipment acquired with Lender's funding. (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. An Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by such Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made (each such payment, a “Disbursement”). Subject to the terms and provisions of Default existssuch Letter of Credit and this Agreement, Lender the applicable Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 1:00 p.m., New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent for the account of the applicable Issuer, for all amounts that such Issuer has disbursed under such Letter of Credit, together with interest thereon at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (with the Replacement Account then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement; provided that the Borrower may, subject to the conditions to set forth herein, request in accordance with Section 2.3.1 that such payment be financed with a Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse Borrower for Replacements. (b) Provided no Event the applicable Issuer upon each Disbursement of Default exists, Lender shall make disbursements a Letter of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueCredit, and excluding any leasing commissions which it shall be due any general partner, or shareholder deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”a Subsidiary). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (athe "Disbursement Date") Provided no Event such payment shall be made (each such payment, a "Disbursement"). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.1.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of Default existscash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, Lender after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make disbursements such payment to the beneficiary (or its designee) of funds available such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Replacement Account Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse Borrower the Issuer for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to arms length transactions between Borrower Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount equal to the amount of such drawing less than amounts, if any, applied, or required to be applied, to reimburse the lesser Issuer pursuant to the second sentence of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requestedthis Section 2.

Disbursements. (a) Provided no Event Subject to the provisions of Default existsSection 5(g) below, Lender shall make disbursements each week during the term of funds available this Escrow Agreement, within two (2) Business Days from the receipt by the Escrow Agent of the ETC Service Provider traffic report for the preceding week in the Replacement form attached hereto as Exhibit D (the ―Traffic Report‖), the Escrow Agent shall transfer (a ―Transfer‖) to each Contracting Party, by crediting such Contracting Party’s bank account listed in Exhibit A and, in the case of the Authority, account number [●] at [banking entity name]3, an amount equal to the value of the tolls due from vehicles passing through the ETC toll lanes at each toll plaza (without regard to whether such vehicles were violators or exempt vehicles) less the value of unpaid tolls (the ―Unpaid Tolls‖) recorded at the ETC toll lanes (such resultant amount, the ―Earned Tolls‖). Earned Tolls shall be payable to each Contracting Party (based on the toll plazas operated by each such Contracting Party) according to the Traffic Report, such Transfer to be made from (and only to the extent of) the funds on deposit in the Consolidated Escrow Account. Upon making such Transfer, the Escrow Agent shall provide electronically a notice (a ―Notice of Transfer‖) to each Contracting Party in the form attached as Exhibit E. The Escrow Agent shall Transfer to the Authority any Unpaid Tolls recovered and deposited in the CSC Escrow Account in the next weekly Transfer payment following the deposit of such Unpaid Tolls in the CSC Escrow Account. The Authority shall pay each Concessionaire its portion of the Unpaid Tolls as, when, and to reimburse Borrower for Replacementsthe extent, payable in accordance with such Concessionaire’s Concession Agreement. (b) Provided no Event Upon receipt of Default existsa Notice of Transfer, Lender each Contracting Party shall make disbursements promptly send electronically a written acknowledgement of funds in the Leasing Account same to reimburse Borrower for the cost Escrow Agent and the Authority. If the Escrow Agent has not received an acknowledgment from each Contracting Party within two (2) Business Days after the Escrow Agent’s delivery of (i) tenant improvements required under any Lease (collectivelythe Notice of Transfer, the “Tenant Improvements”); and Escrow Agent shall send (iiby personal delivery) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar a copy of the same to the Property and Contracting Party(ies) that has (have) failed to acknowledge the portion Notice of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)Transfer. (c) Lender shall, upon written request from Borrower and satisfaction If any Contracting Party gives notice to the Escrow Agent (with a copy delivered contemporaneously to each other Contracting Party) disputing the amounts of any Transfer (a ―Counter Notice‖) within thirty (30) Business Days following the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs earlier of (i) any Leasing Commissions and receipt of electronic written acknowledgement or (ii) any work relating personal delivery, as applicable pursuant to Replacements or Tenant Improvements (collectivelySection 5(b) above, “Work”). (d) Each request for disbursement from by the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence Escrow Agent of the full performance Notice of the obligations of the leasing agent or satisfactory completion of the WorkTransfer regarding such Transfer, as the case may such dispute shall be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectivelyAdministrative Agent may, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Leaseon behalf of ▇▇▇▇ ▇▇▇▇▇▇▇, provided that (x) such leasing commissions are reasonable and customary for properties similar disburse funds to the Property and Borrower for Term Loans requested. Each Term Lender shall reimburse Administrative Agent on demand for all funds disbursed on its behalf by Administrative Agent, or if Administrative Agent so requests, each Term Lender will remit to Administrative Agent its Commitment Percentage of any Loan before Administrative Agent disburses same to the portion Borrower. If Administrative Agent elects to require that each Term Lender make funds available to Administrative Agent prior to disbursement by Administrative Agent to the Borrower, Administrative Agent shall advise each Term Lender by Electronic Transmissiontelephone or fax of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined Term Lender’s Commitment Percentage of the Loan requested by the Borrower no later than the Business Day prior to the scheduled Borrowing date applicable thereto, and each such Term Lender shall pay Administrative Agent such Term Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Administrative Agent’s account as set forth on Administrative Agent’s signature page hereto no later than 1:00 p.m. (New York time) on such scheduled Borrowing date. If any Term Lender fails to pay its Commitment Percentage within one (1) Business Day after Administrative Agent’s demand, Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to Administrative Agent. Any repayment required pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which this subsection 1.11(a) shall be due without premium or penalty. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 1.11, shall be deemed to require Administrative Agent to advance funds on behalf of any general partner, Lender or shareholder to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Administrative Agent or Borrower may have against any Term Lender as a result of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”)default by such Term Lender hereunder . (cii) Revolver Agent may, on behalf of Revolving ▇▇▇▇▇▇▇, disburse funds to the Borrower for Loans requested. Each Revolving Lender shallshall reimburse Revolver Agent on demand for all funds disbursed on its behalf by Revolver Agent, upon written request from Borrower and satisfaction or if Revolver Agent so requests, each Revolving Lender will remit to Revolver Agent its Commitment Percentage of any Loan before Revolver Agent disburses same to the Borrower. If Revolver Agent elects to require that each Revolving Lender make funds available to Revolver Agent prior to disbursement by Revolver Agent to the Borrower, Revolver Agent shall advise each Revolving Lender by telephone or fax of the requirements set forth amount of such Revolving ▇▇▇▇▇▇’s Commitment Percentage of the Loan requested by the Borrower no later than 1:00 p.m. (New York time) on the scheduled Borrowing date applicable thereto, and each such Revolving Lender shall pay Revolver Agent such Revolving Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Revolver Agent’s account on such scheduled Borrowing date. If any Revolving Lender fails to pay its Commitment Percentage within one (1) Business Day after Revolver Agent’s demand, Revolver Agent shall promptly notify the Borrower, and the Borrower shall immediately repay such amount to Revolver Agent. Any repayment required pursuant to this subsection 1.11(a) shall be without premium or penalty. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 31.11, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in deemed to require Revolver Agent to advance funds on behalf of any Revolving Lender or to relieve any Revolving Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Revolver Agent, or Borrower may have against any Revolving Lender as a form specified or approved result of any default by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Revolving Lender may reasonably requesthereunder. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.

Disbursements. The Issuer will notify the Borrowers and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (athe “Disbursement Date”) Provided no Event such payment shall be made (each such payment, a “Disbursement”). Prior to noon, Houston time, on the Disbursement Date if the Borrowers shall have received such notice of Default existssuch Disbursement on or prior to 10:00 a.m., Lender Houston time, or, if the Borrowers shall have received such notice of Disbursement after 10:00 a.m., Houston time, on the Disbursement Date then not later than noon, Houston time, on the first Business Day following the Disbursement Date, the Borrowers will reimburse the Administrative Agent for the account of the Issuer, for all amounts that the Issuer has disbursed under such Letter of Credit, together with interest thereon at a rate per annum equal to the rate per annum then in effect for Base Rate Loans (including the then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement; provided that the Borrowers may, subject to the conditions set forth herein, request in accordance with Section 2.3 that such payment be financed with a Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make disbursements such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of funds available in the Replacement Account Credit, each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined Issuer upon each Disbursement pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is dueLetter of Credit, and excluding any leasing commissions which it shall be due any general partner, or shareholder deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is a Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”a Subsidiary). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a request for disbursement from the Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a request for disbursement from the Reserve in an amount less than the lesser of (i) $5,000, and (ii) the total cost of the Replacement, Tenant Improvement or Leasing Commission for which the disbursement is requested.