Common use of Procedures for Advances Clause in Contracts

Procedures for Advances. (a) With respect to each Advance, the Construction Agent (or in the case of Improved Properties, the Lessee) shall give the Agent Certificate Holder and the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), which Funding Request shall be delivered not later than 11:00 a.m. (Chicago time), three (3) Business Days prior to the proposed Acquisition Date or the proposed Funding Date, specifying: (i) the proposed Acquisition Date or Funding Date, (ii) the amount of Advance requested, (iii) whether, such Funding Date will also be an Acquisition Date, and (iv) the requested Interest Period. With respect to any Funding Request related to the acquisition of the Property (or leasehold interest therein), in addition to the foregoing, the Construction Agent shall also specify: (i) the Property to be acquired or leased, (ii) the seller or ground lessor of the Property and the related Land Acquisition Cost, and (iii) the Estimated Improvement Costs. Such Loans and Certificate Holder Amounts made with respect to each Advance shall be Base Rate Loans/Certificate Holder Amounts, and the duration of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The Agent Certificate Holder and the Administrative Agent shall calculate the amounts of the Certificate Holder Amounts and the Loans required to fund the requested Advance. No more than one (1) Funding Request shall be made during any calendar month.

Procedures for Advances. (ai) With respect to each funding of an Advance, the Construction Lessee shall give the Lessor and the Agent prior written notice not later than 10:00 a.m., Chicago time, three (or 3) Business Days (unless waived) prior to the proposed Funding Date and, in the case of Improved Properties, the Lesseefirst Funding Date two (2) shall give the Agent Certificate Holder and the Administrative Agent Business Days prior written notice to such Funding Date pursuant to a an irrevocable Funding Request substantially in the form of Exhibit B I (a "Funding RequestFUNDING REQUEST"), which Funding Request shall be delivered not later than 11:00 a.m. (Chicago time), three (3) Business Days prior to the proposed Acquisition Date or specifying the proposed Funding Date, specifying: (i) the proposed Acquisition Date or Funding Date, (ii) the amount of Advance requestedrequested and such other information and documents as required pursuant to the terms of this Agreement. Except for the final Funding Request, (iii) whether, such Funding Date will also be an Acquisition Date, and (iv) the requested Interest Period. With respect to any each Funding Request related to the acquisition of the Property (or leasehold interest therein), in addition to the foregoing, the Construction Agent shall also specify: (i) the Property to be acquired or leased, (ii) the seller or ground lessor of the Property and the related Land Acquisition Cost, and (iii) the Estimated Improvement Costs. Such Loans and Certificate Holder Amounts made with respect to each Advance shall be Base Rate Loans/Certificate Holder Amounts, in an amount at least equal to $1,000,000 and the duration in multiples of the initial Interest Period with respect to $100,000 if in excess of such Advance amount. Lessee shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The Agent Certificate Holder and the Administrative Agent shall calculate the amounts of the Certificate Holder Amounts and the Loans required to fund the requested Advance. No more than request one (1) Funding Request Participation Agreement Date per month and be allowed a maximum of 2 separate LIBOR tranches at any one time. The proceeds of each funding will be used to pay the Construction Agent for accrued but unpaid Allocated Construction Costs (including, without limitation, Construction Period Interest, Construction Period Yield, Construction Period Fees, Construction Period Indemnity Amounts and Transaction Expenses); and the Funding Date therefor shall be made during any calendar montha date on or before the applicable Scheduled Payment Date; provided, however, that if the Lessee fails to duly and timely submit a Funding Request which provides for the payment of Construction Period Interest, Construction Period Yield, Construction Period Fees, Construction Period Indemnity Amounts or Transaction Expenses on the applicable Scheduled Payment Date, the Lessee hereby irrevocably authorizes and directs the Agent (at its option) to cause the Participants to fund to the Participants such amounts as may be necessary to pay in full all such amounts.

Procedures for Advances. (a) With respect to each funding of an Advance, the Construction Agent (or in the case of Improved Properties, the Lessee) applicable Lessee shall give the Agent Certificate Holder and the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B EXHIBIT A (a "Funding RequestFUNDING REQUEST"), which Funding Request shall be delivered not later than 11:00 a.m. (Chicago 12:00 noon, New York City time), three (3) Business Days prior to the proposed Acquisition Date or the proposed Funding Date, specifying: (i) the proposed Acquisition Date or Funding Date, (ii) the amount of Advance requested, (iii) whether, whether such proposed Funding Date will also be an Acquisition Date, Date and (iv) to which Properties such Advance is being allocated and the requested Interest Periodallocation of such Advance to the respective Land Acquisition Costs, Existing Improvement Costs, and Property Improvement Costs of such Properties (and PRO RATA portions of the related Equity Amounts and Loans shall likewise be deemed to be so allocated). With respect to any Funding Request related to the acquisition of the Property (or leasehold interest therein)a Property, in addition to the foregoing, the Construction Agent applicable Lessee shall also specify: (i) the Property to be acquired or leasedacquired, (ii) the seller or of the Property (or, in the case of the Headquarters Building, the ground lessor of the Property and the related Land Acquisition Costsuch Property), and (iii) the Transaction Expenses relating to such Property that are to be paid with such Advance and (iv) the Estimated Improvement CostsCosts for such Property. Such Loans There shall be no more than one Construction Advance during any calendar month and Certificate Holder Amounts made with respect to each such Construction Advance shall be Base Rate Loans/Certificate Holder Amounts, and the duration of the initial Interest Period with respect to such Advance shall begin occur only on the proposed Acquisition Date or Funding Date and end on the next succeeding a Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The All Advances made by the Lessor to the Construction Agent Certificate Holder and the Administrative Agent shall calculate the amounts of the Certificate Holder Amounts and the Loans required to fund the requested Advance. No more than one (1) Funding Request shall be made during any calendar monthon the applicable Funding Date in immediately available federal funds by wire transfer, not later than 1:00 p.m. New York City time, to the account(s) as may be specified by such Lessee or Construction Agent in its Funding Request.

Procedures for Advances. (a) With respect All advances to each Advance, the Construction Agent (or in the case of Improved Properties, the Lessee) Borrower are to be made at Administrative Agent's Office. Borrower shall give the Agent Certificate Holder and the submit Requisitions to Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), which Funding Request shall be delivered not no later than 11:00 10:00 a.m. (Chicago New York time)) on the date which is eight (8) Business Days prior to the date the advance is to be made. Administrative Agent may reject any Requisition that is not signed by an Authorized Representative. Administrative Agent, no later than three (3) Business Days prior to the proposed Acquisition Date or the proposed Funding Datedate a requested advance is to be made, specifying: shall (i) notify each Lender either by telephone or by facsimile of the amount requested by Borrower, the amount approved by Administrative Agent, the portion of such advance to be funded by such Lender and the proposed Acquisition Date or Funding Date, date of such advance and (ii) send to each Lender by facsimile the summary pages of Borrower's Requisition (without attachments except for Borrower's Requisition Spreadsheet). Not later than 10:00 a.m. (New York time) on the date of each advance, each Lender shall, through its Applicable Lending Office and subject to the conditions of this Agreement, make the amount to be advanced by it on such day available to Administrative Agent, at Administrative Agent's Office and in immediately available funds. The amount so received by Administrative Agent shall by 3:00 p.m. (New York time) on the same Business Day, subject to the conditions of Advance requestedthis Agreement, be made available to Borrower, by Administrative Agent's depositing said amount by wire transfer of immediately available funds into the Building Loan Trust Account, which shall be subject to immediate withdrawal by Borrower. Subsequent to the making of an advance, Administrative Agent shall deliver to a Lender, within eight (iii) whether8) Business Days of such Lender's request, such Funding Date will also be an Acquisition Date, and (iv) the requested Interest Period. With respect to any Funding Request related material relating to the acquisition of the Property (or leasehold interest therein)Requisition for such advance as such Lender may reasonably request. If Borrower withdraws any Requisition submitted as contemplated above, Borrower shall pay, in addition to the foregoingany amounts set forth in Section 3.03, promptly following demand therefor, all reasonable costs and expenses incurred by Lenders, Administrative Agent and by the Construction Agent shall also specify: (i) the Property to be acquired or leasedConsultant in connection with reviewing such Requisition in contemplation of an advance. Borrower agrees that, (ii) the seller or ground lessor by its acceptance of the Property and the related Land Acquisition Costany advance of Loan proceeds under this Agreement, and (iii) the Estimated Improvement Costs. Such Loans and Certificate Holder Amounts made with respect to each Advance it shall be Base Rate Loans/Certificate Holder Amounts, bound in all respects by the Requisition submitted on its behalf in connection therewith with the same force and effect as if Borrower had itself executed and submitted the duration of Requisition and whether or not the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder Requisition is executed and/or submitted by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The Agent Certificate Holder and the Administrative Agent shall calculate the amounts of the Certificate Holder Amounts and the Loans required to fund the requested Advance. No more than one (1) Funding Request shall be made during any calendar monthan Authorized Representative.

Procedures for Advances. In the case of an advance of the Loans hereunder on the Funding Date or any Increased Amount Date, Borrower shall submit to Administrative Agent an irrevocable request for such advance by (aA) With respect telephone, or (B) a Ratable Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to each Advancethe Administrative Agent of a Ratable Loan Notice. Each Ratable Loan Notice shall state the amount requested and certify the purpose, in general terms, for which such advance is to be used, no later than 11:00 a.m. (New York time) on the Construction Agent date, (or x) in the case of Improved Propertiesadvances of Base Rate Loans, which is the Lesseesame Banking Day as the advance is to be made, and (y), in the case of advances of LIBOR Loans, which is three (3) shall give Banking Days, prior to the Agent Certificate Holder and date the advance is to be made; provided, however, that if the Borrower wishes to request a borrowing of LIBOR Loans having an Interest Period other than one, two or three months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), which Funding Request shall be delivered not later than 11:00 a.m. (Chicago time), three (3) Business four Banking Days prior to the proposed Acquisition Date requested date of such borrowing, Conversion or the proposed Funding DateContinuation, specifying: (i) the proposed Acquisition Date or Funding Date, (ii) the amount of Advance requested, (iii) whether, such Funding Date will also be an Acquisition Date, and (iv) the requested Interest Period. With respect to any Funding Request related to the acquisition of the Property (or leasehold interest therein), in addition to the foregoing, the Construction Agent shall also specify: (i) the Property to be acquired or leased, (ii) the seller or ground lessor of the Property and the related Land Acquisition Cost, and (iii) the Estimated Improvement Costs. Such Loans and Certificate Holder Amounts made with respect to each Advance shall be Base Rate Loans/Certificate Holder Amounts, and the duration of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The Agent Certificate Holder and whereupon the Administrative Agent shall calculate give prompt notice to the amounts Banks of such request and determine whether the requested Interest Period is acceptable to all of them. If Borrower so requests an Interest Period other than one, two or three months in duration, not later than 11:00 a.m., three Banking Days before the requested date of such borrowing, Conversion or Continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Banks. Administrative Agent, on the Banking Day of its receipt and approval of the Certificate Holder Amounts request for advance, will so notify the Banks either by telephone or by facsimile. Not later than 11:00 a.m. (New York time) (or 2:00 p.m. (New York time) in the case of Base Rate Loans) on the date of each advance, each Bank shall, through its Applicable Lending Office and subject to the Loans required conditions of this Agreement, make the amount to fund be advanced by it on such day available to Administrative Agent, at Administrative Agent’s Office and in immediately available funds for the account of Borrower. The amount of the advance requested Advance. No more than one by the Borrower (1or, if less, the portion of such requested amount that shall have been paid to the Administrative Agent by the Banks in accordance with the terms hereof) Funding Request shall shall, subject to the conditions of this Agreement, be made during any calendar monthavailable to Borrower, in immediately available funds, by Administrative Agent’s crediting an account of Borrower designated by Borrower and maintained with Administrative Agent at Administrative Agent’s Office.

Procedures for Advances. In the case of an advance of the Loans hereunder on any Increased Amount Date, Borrower shall submit to Administrative Agent an irrevocable request for such advance by (aA) With respect telephone, or (B) a Ratable Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to each Advancethe Administrative Agent of a Ratable Loan Notice. Each Ratable Loan Notice shall state the amount requested and certify the purpose, in general terms, for which such advance is to be used, no later than 11:00 a.m. on the Construction Agent date, (or x) in the case of Improved Propertiesadvances of Base Rate Loans and Daily SOFR Loans, which is the Lesseesame Banking Day as the advance is to be made, and (y), in the case of advances of LIBORTerm SOFR Loans, which is three (3) shall give Banking Days, prior to the Agent Certificate Holder and date the advance is to be made; provided, however, that if the Borrower wishes to request a borrowing of LIBOR Loans having an Interest Period other than one (1) , two (2) or three (3) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), which Funding Request shall be delivered not later than 11:00 a.m. four (Chicago time4) Banking Days prior to the requested date of such borrowing, Conversion or Continuation, whereupon the Administrative Agent shall give prompt notice to the Banks of such request and determine whether the requested Interest Period is acceptable to all of them. If Borrower so requests an Interest Period other than one (1), two (2) or three (3) months in duration, not later than 11:00 a.m., three (3) Business Banking Days prior to the proposed Acquisition Date or the proposed Funding Date, specifying: (i) the proposed Acquisition Date or Funding Date, (ii) the amount of Advance requested, (iii) whether, such Funding Date will also be an Acquisition Date, and (iv) before the requested Interest Period. With respect to any Funding Request related to the acquisition date of the Property (such borrowing, Conversion or leasehold interest therein)Continuation, in addition to the foregoing, the Construction Agent shall also specify: (i) the Property to be acquired or leased, (ii) the seller or ground lessor of the Property and the related Land Acquisition Cost, and (iii) the Estimated Improvement Costs. Such Loans and Certificate Holder Amounts made with respect to each Advance shall be Base Rate Loans/Certificate Holder Amounts, and the duration of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The Agent Certificate Holder and the Administrative Agent shall calculate notify the amounts Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Banks. Administrative Agent, on the Banking Day of its receipt and approval of the Certificate Holder Amounts request for advance, will so notify the Banks either by telephone or by electronic mail. Not later than 11:00 a.m. (or 2:00 p.m. in the case of Base Rate Loans and Daily SOFR Loans) on the Loans required date of each advance, each Bank shall, through its Applicable Lending Office and subject to fund the conditions of this Agreement, make the amount to be advanced by it on such day available to Administrative Agent, at Administrative Agent’s Office and in immediately available funds for the account of Xxxxxxxx. The amount of the advance requested Advance. No more than one by the Borrower (1or, if less, the portion of such requested amount that shall have been paid to the Administrative Agent by the Banks in accordance with the terms hereof) Funding Request shall shall, subject to the conditions of this Agreement, be made during any calendar monthavailable to Borrower, in immediately available funds, by Administrative Agent’s crediting an account of Borrower designated by Xxxxxxxx and maintained with Administrative Agent at Administrative Agent’s Office.

Procedures for Advances. (a) With respect to each Advancethe Acquisition Date, the Construction Agent (or in the case of Improved Properties, the Lessee) Lessee shall give the Agent Certificate Holder Lessor, the Indenture Trustee and the Administrative Agent each Purchaser prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), which Funding Request shall be delivered not later than 11:00 a.m. (Chicago New York time), three one (31) Business Days Day prior to the proposed Acquisition Date or the proposed Date. Such Funding Date, specifying: Request shall set forth (i) the proposed Acquisition Date or Funding Date, (ii) the amount of the Advance requested, (iii) whethera description of the Property to which the Funding Request relates, such Funding Date will also be an Acquisition Date, and (iv) the requested Interest Period. With respect to any Funding Request related to the acquisition seller of the Property Property, (or leasehold interest therein), in addition to the foregoing, the Construction Agent shall also specify: (iv) the Property principal amount of the Notes of each series to be acquired or leased, purchased by each Purchaser and (iivi) wire transfer instructions for the seller or ground lessor disbursement of the Property and the related Land Acquisition Cost, and (iii) the Estimated Improvement Costs. Such Loans and Certificate Holder Amounts made with respect to each Advance shall be Base Rate Loans/Certificate Holder Amounts, and the duration proceeds of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period")Advance. Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, (x) each Participant Purchaser shall purchase Notes representing its Commitment Percentage and transmit the proceeds therefore to the Indenture Trustee at the Account by 2:00 p.m., (New York time) on the requested Acquisition Date and (y) the Lessor shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder Indenture Trustee at the Account by 1:00 p.m., 2:00 p.m. (Chicago New York time), ) on the requested Acquisition Date or Funding Date. Promptly upon the Indenture Trustee's receipt of such funds from the Participants, and upon satisfaction of all conditions precedent, the Indenture Trustee shall wire such funds on the Acquisition Date to the Persons entitled thereto and to such accounts as the Lessee shall have indicated in the Funding Request. The Agent Certificate Holder Advance shall consist of (i) a Lessor Amount equal to 5.75% of such Advance and (ii) proceeds from the Administrative Agent shall calculate the amounts sale of the Certificate Holder Amounts Notes in an aggregate amount equal to 94.25% of such Advance, such Notes to be allocated between Series A Notes and the Loans required to fund the requested Advance. No more than one (1) Funding Request shall be made during any calendar monthSeries B Notes in accordance with Schedule I hereto.

Procedures for Advances. (a) With respect to each Advance, the Construction Agent (or in the case of Improved Properties, the Lessee) shall give the Agent Certificate Holder Lessor and the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), which Funding Request shall be delivered not later than 11:00 10:00 a.m. (Chicago New York City time), three (3) Business Days prior to the proposed Acquisition Date or the proposed Funding Date, specifying: (i) the proposed Acquisition Date or Funding Date, (ii) the amount of Advance requested, (iiirequested,(iii) whether, whether such proposed Funding Date will also be an Acquisition Date, and (iv) the requested Interest PeriodProperties to which such Advance is being allocated and the amount allocated to each Property. With respect to any Funding Request related to the acquisition of the a Property (or leasehold interest therein), in addition to the foregoing, the Construction Agent Representative shall also specify: (i) the Property to be acquired or leased, (ii) the seller or ground lessor of the Property and the related Land Acquisition Cost, and (iii) the Estimated Improvement CostsCosts for such Property. Such Loans and Certificate Holder Lessor Amounts made with respect to each Advance (i) if made on a day other than a Scheduled Payment Date or the Initial Acquisition Date, shall be Base Rate Loans/Certificate Holder Lessor Amounts and (ii) if made on a Scheduled Payment Date or the Initial Acquisition Date shall be Eurodollar Loans/Lessor Amounts, and the duration of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The Agent Certificate Holder and the Administrative Agent shall calculate the amounts of the Certificate Holder Amounts and the Loans required to fund the requested Advance. No more than one (1) Funding Request shall be made during any calendar month.terms

Procedures for Advances. (a) With respect to each funding of an Advance, the Construction Agent (or in the case of Improved Properties, the Lessee) shall give the Agent Certificate Holder Lessor and the Administrative Agent prior written notice pursuant not later than 12:00 noon, Chicago time, three Business Days prior to the proposed Funding Date (other than for the Advance on the Closing Date, if such Advance is to bear interest or yield at a rate equal to the Alternate Base Rate, where notice shall be on the same Business Day) pursuant, in each case, to a Funding Request substantially in the form of Exhibit B (a "Funding RequestFUNDING REQUEST"), which Funding Request shall be delivered not later than 11:00 a.m. (Chicago time), three (3) Business Days prior to the proposed Acquisition Date or the proposed Funding Date, specifying: specifying (i) the proposed Acquisition Date or Funding Date, (ii) the amount and purpose of the Advance requestedrequested and the amount of the Tranche T Participant's Tranche A Participation Interest therein, (iii) whetherthe initial Interest Period for such Advance (on a Tranche by Tranche basis), such Funding Date will also be an Acquisition Date, and (iv) the requested payees of such Advance, (v) that the Advance will be used to fund Property Acquisition Costs or Property Improvement Costs, (vi) the allocation of such Advance to the respective Property Acquisition Costs and Property Improvements Costs, including allocation to Tenant Improvements and Expansion Improvements (and pro rata portions of the related remittances from the Participants shall likewise be deemed to be so allocated in accordance with their respective Commitment Percentages applicable to each Type of Advance requested), and (vii) that, in the case of an Expansion Improvements Advance, to the knowledge of the Construction Agent, no Construction Termination Event has occurred and is continuing as of the date of such Funding Request. The Agent shall promptly provide notice of such Funding Request to each Participant. The Construction Agent shall not request more than one Funding Date during any calendar month. Each Advance (other than an Interest PeriodPayment Advance or an amount capitalized pursuant to SECTION 3.7(e)) shall be in a minimum amount of $500,000. With Subject to the satisfaction or waiver of the conditions precedent to such Advance set forth in SECTION 6, each Participant, other than the Lessor, shall fund its pro rata share of such Advance by making available to the Lessor its proportionate share of such Advance in immediately available federal funds by wire transfer to the Agent for deposit to the Lessor's demand deposit account with the Agent not later than 12:00 noon, Chicago time, on the applicable Funding Date. Upon (i) the Lessor's receipt of the funds provided by the Participants with respect to any Funding Request related an Advance, and (ii) satisfaction or waiver of the conditions precedent to such Advance set forth in SECTION 6, the Lessor shall (A) in the case of an Advance for the acquisition of the Existing Facility, pay the Property (or leasehold interest therein), in addition Acquisition Costs to the foregoingExisting Owner, and (B) in the case of other Advances, pay Property Improvement Costs to the payees specified in the applicable Funding Request, or deliver to the Construction Agent shall also specify: funds that the Construction Agent reasonably believes will be due, in the sixty (i60) days following such Advance, from the Construction Agent to third parties in respect of Property to be acquired Improvements Costs, or leasedas payment or reimbursement of Property Improvements Costs previously paid by the Construction Agent, (ii) in each case from the seller or ground lessor of funds provided by the Property and the related Land Acquisition Cost, and (iii) the Estimated Improvement Costs. Such Loans and Certificate Holder Amounts made with respect to each Advance shall be Base Rate Loans/Certificate Holder Amounts, and the duration of the initial Interest Period with respect to Participants for such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The Agent Certificate Holder and the Administrative Agent shall calculate the amounts of the Certificate Holder Amounts and the Loans required to fund the requested Advance. No more than one (1) Funding Request shall be made during any calendar month.

Procedures for Advances. (a) With respect to each funding of an ----------------------- Advance, the Lessee, as Construction Agent (or in the case of Improved PropertiesAgent, the Lessee) shall give the Agent Certificate Holder Lessor and the Administrative Agent prior written notice pursuant not later than 12:00 Noon, Chicago time, three Business Days prior to the proposed Funding Date (other than for the Advance on the Closing Date, if such Advance is to bear interest or yield at a rate equal to the Alternate Base Rate, where notice shall be on the same Business Day), pursuant, in each case, to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), which Funding Request shall be delivered not later than 11:00 a.m. (Chicago time), three (3) Business Days prior to the proposed Acquisition Date or the proposed Funding Date, specifying: specifying (i) the proposed Acquisition Date or Funding Date, (ii) --------- --------------- the amount and purpose of the Advance requested, (iii) whetherthe Lessee's election to cause all or a specified portion of such Advance to bear interest or yield by reference to the Eurodollar Rate or the Alternate Base Rate and including, such Funding Date will also be an Acquisition Datein the case of a Eurodollar Rate Advance, and the initial Interest Period therefor, (iv) the requested payees of such Advance, (v) that the Advance will be used to fund Land Interest PeriodAcquisition Costs or Property Improvement Costs, (vi) the allocation of such Advance to the respective Land Interest Acquisition Costs and Property Improvements Costs (and pro rata portions of the related remittances from the Participants shall likewise be deemed to be so allocated), and (vii) that, to the knowledge of the Construction Agent, no Construction Termination Event has occurred and is continuing as of the date of such Funding Request. With The Agent shall promptly provide notice of such Funding Request to each Participant. The Lessee, as Construction Agent, shall not request more than one Funding Date during any calendar month. Each Advance (other than an Interest Payment Advance or an amount capitalized pursuant to Section 3.7(e)) shall be in a minimum -------------- amount of $500,000. Subject to the satisfaction or waiver of the conditions precedent to such Advance set forth in Section 6, each Participant, other than the Lessor, shall fund its pro rata share of such Advance by making available to the Lessor its proportionate share of such Advance in immediately available federal funds by wire transfer to the Agent for deposit to the Lessor's demand deposit account with the Agent not later than 12:00 noon, Chicago time, on the applicable Funding Date. Upon (i) the Lessor's receipt of the funds provided by the Participants with respect to any Funding Request related an Advance, and (ii) satisfaction or waiver of the conditions precedent to such Advance set forth in Section 6, the Lessor shall (A) in the case of an Advance for the acquisition of the Property (or leasehold interest therein)Land Interest, in addition pay the acquisition price for such Land Interest to the foregoingExisting Owner, and (B) in the case of other Advances, pay Property Improvement Costs to the payees specified in the applicable Funding Request, or deliver to the Construction Agent shall also specify: funds that the Construction Agent reasonably believes will be due, in the sixty (i60) days following such Advance, from the Construction Agent to third parties in respect of Property to be acquired Improvements Costs, or leasedas payment or reimbursement of Property Improvements Costs previously paid by the Construction Agent, (ii) in each case from the seller or ground lessor of funds provided by the Property and the related Land Acquisition Cost, and (iii) the Estimated Improvement Costs. Such Loans and Certificate Holder Amounts made with respect to each Advance shall be Base Rate Loans/Certificate Holder Amounts, and the duration of the initial Interest Period with respect to Participants for such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The Agent Certificate Holder and the Administrative Agent shall calculate the amounts of the Certificate Holder Amounts and the Loans required to fund the requested Advance. No more than one (1) Funding Request shall be made during any calendar month.

Procedures for Advances. (ai) With respect to each funding of an Advance, the Construction Agent (or in the case of Improved Properties, the Lessee) Lessee shall give the Agent Certificate Holder Lessor and the Administrative Agent prior written notice not later than 10:00 a.m., Chicago time, three (3) Business Days (unless waived) prior to the proposed Funding Date (and the parties hereto hereby waive the 3 Business Day time period in connection with the Funding Request for the Documentation Date) pursuant to a an irrevocable Funding Request substantially in the form of Exhibit B I (a "Funding RequestFUNDING REQUEST"), which Funding Request shall be delivered not later than 11:00 a.m. (Chicago time), three (3) Business Days prior to the proposed Acquisition Date or specify: the proposed Funding Date, specifying: (i) the proposed Acquisition Date or Funding Date, (ii) and the amount of Advance requested, (iii) whether, such Funding Date will also be an Acquisition Date, and (iv) the requested Interest Period. With respect to any each Funding Request related to the acquisition of the Property (or leasehold interest therein)for a Site Acquisition Date, in addition to the foregoing, the Construction Agent Lessee hereby directs the Lessor to acquire or ground lease the Site, as applicable, and the Lessee shall also specify: (i) the Property Land Interest to be acquired or leased, (ii) ground leased and the seller or ground lessor of the Property and the related Land Acquisition CostSite, as applicable, and (iiiii) the Estimated Improvement CostsCosts for the Site. Such Loans and Certificate Holder Amounts made with respect to each Advance Lessee shall be Base Rate Loans/Certificate Holder Amounts, and the duration request a minimum of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The Agent Certificate Holder and the Administrative Agent shall calculate the amounts of the Certificate Holder Amounts and the Loans required to fund the requested Advance. No more than one (1) Funding Date per month. Each funding shall be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof provided, further, that the final funding may be in a lesser amount. From time to time during the Basic Term Lessee shall select the Interest Period applicable to the Advances and indicate whether such Advances shall accrue interest determined by reference to the LIBO Rate (Reserve Adjusted) or the Alternate Base Rate. The Lessee shall give the Agent irrevocable notice not later than 10:00 a.m. (Chicago time) at least three Business Days before the end of the prior Interest Period, specifying the Interest Period applicable thereto. In the event the Lessee shall fail to provide any such notice, the Interest Period shall be the same as the immediately preceding Interest Period. Lessee shall be allowed a maximum of three (3) separate LIBO Rate tranches at any one time. The proceeds of one (1) funding each month will be used (i) to pay the Construction Agent for accrued but unpaid Site Improvement Costs for Sites owned or ground leased by Lessor and, Land Acquisition Costs, and (ii) to reimburse the Construction Agent for Site Improvement Costs paid by the Construction Agent and not previously reimbursed, including without limitation Accrued Interest and Yield and Transaction Expenses; and the Funding Date therefor shall be the Scheduled Payment Date (except in the case of a Site Acquisition Date); provided, however, that if the Lessee fails to duly and timely submit a Funding Request which provides for the payment of Accrued Interest and Yield and Transaction Expenses on the applicable Scheduled Payment Date, the Lessee hereby irrevocably authorizes and directs the Agent (at its option) to cause the Participants to fund to the Participants such amounts as may be necessary to pay in full all Accrued Interest and Yield and Transaction Expenses then due and payable during the Construction Period for such Site and for the one (1) calendar month thereafter. The proceeds of each additional funding in any month (in an amount not less than $1,000,000) will be used solely for Land Acquisition Costs and related expenses. Fundings for Site Improvement Costs (other than Accrued Interest and Yield) for any Site shall be made during any the Construction Period for such Site and for the three (3) calendar monthmonths thereafter.

Procedures for Advances. (a) With respect to each Advance, the Construction Agent (or in the case of Improved Properties, the Lessee) shall give the Agent Certificate Holder and the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), which Funding Request shall be delivered not later than 11:00 9:00 a.m. (Chicago time), three (3) Business Days prior to the proposed Acquisition Date or the proposed Funding Date, specifying: (i) the proposed Acquisition Date or Funding Date, (ii) the amount of Advance requested, (iii) whether, such Funding Date will also be an Acquisition Date, and (iv) the requested Interest Period. With respect to any Funding Request related to the acquisition of the Property (or leasehold interest therein), in addition to the foregoing, the Construction Agent shall also specify: (i) the Property to be acquired or leased, (ii) the seller or ground lessor of the Property and the related Land Acquisition Cost, and (iii) the Estimated Improvement Costs. Such Loans and Certificate Holder Amounts made with respect to each Advance shall be Base Rate Loans/Certificate Holder Amounts, and the duration of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The Agent Certificate Holder and the Administrative Agent shall calculate the amounts of the Certificate Holder Amounts and the Loans required to fund the requested Advance. No more than one (1) Funding Request shall be made during any calendar month.

Procedures for Advances. (ai) (i) With respect to each funding of an Advance, the Construction Agent (or in the case of Improved Properties, the Lessee) Lessee shall give the Agent Certificate Holder Lessor and the Administrative Agent prior written notice not later than 11:00 a.m., Chicago Participation Agreement 4 time, three (3) Business Days (unless waived) prior to the proposed Funding Date pursuant to a an irrevocable Funding Request substantially in the form of Exhibit B H (a "Funding Request"), which Funding Request shall be delivered not later than 11:00 a.m. (Chicago time), three (3) Business Days prior to the proposed Acquisition Date or specifying: the proposed Funding Date, specifying: (i) the proposed Acquisition Date or Funding Date, (ii) and the amount of Advance requested, (iii) whether, such Funding Date will also be . Any Participant may require a duly completed compliance certificate in substantially the form of Exhibit K as a condition to making an Acquisition Date, and (iv) the requested Interest PeriodAdvance. With respect to any each Funding Request related to the acquisition of the Property (or leasehold interest therein)for a Site Acquisition Date, in addition to the foregoing, the Construction Agent Lessee hereby directs the Lessor to ground lease the Site and the Lessee shall also specify: (i) the Property to be acquired or leased, (ii) the seller or ground lessor of the Property and the related Land Acquisition Cost, and (iii) specify the Estimated Improvement CostsCosts for the Site. Such Loans and Certificate Holder Amounts made with respect to each Advance Each funding shall be Base in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof. Lessee shall be allowed a maximum of three (3) separate LIBO Rate Loans/Certificate Holder Amounts, tranches. The proceeds of each funding will be used to reimburse the Construction Agent for paid Site Costs and to pay accrued and unpaid interest and Yield and Transaction Expenses; and the duration of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end therefor shall be a date on or before the next succeeding applicable Scheduled Payment Date (Date; provided, however, that if the "Initial Interest Period"). Subject Lessee fails to duly and timely delivery of submit a Funding Request which provides for the payment of accrued and unpaid interest and Yield and Transaction Expenses on the other terms applicable Scheduled Payment Date, the Lessee hereby irrevocably authorizes and conditions of directs the Operative Documents, each Participant shall make Agent (at its Commitment Percentage of option) to cause the requested Advance available Participants to fund to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on Participants such amounts as may be necessary to pay in full all accrued and unpaid interest and Yield and Transaction Expenses then due and payable during the requested Acquisition Date or Funding Date. The Agent Certificate Holder Construction Period for such Site and for the Administrative Agent shall calculate the amounts of the Certificate Holder Amounts and the Loans required to fund the requested Advance. No more than one (1) Funding Request calendar month thereafter. Fundings for Site Costs (other than interest and Yield) for any Site shall be made during any calendar monththe Construction Period for such Site.

Procedures for Advances. (a) With respect to each ----------------------- funding of an Advance, the Construction Agent (or in the case of Improved Properties, the Lessee) Lessee shall give the Agent Certificate Holder Lessor and the Administrative Agent prior written notice pursuant not later than 10:00 a.m., San Francisco time, three Business Days prior to the proposed Funding Date (other than for the initial Advance, where notice shall be one Business Day), pursuant, in each case, to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), which Funding Request shall be delivered not later than 11:00 a.m. (Chicago time), three (3) Business Days prior to the proposed Acquisition Date or the proposed Funding Date, specifying: specifying --------- --------------- (i) the proposed Acquisition Date or Funding Date, (ii) the amount and purpose of the Advance requested, (iii) whetherthe initial Interest Period for such Advance, such Funding Date will also be an Acquisition Date, and (iv) the requested Interest Period. With respect to any Funding Request related payee of such Advance, and (v) the allocation of such Advance to the acquisition respective Land Interest Acquisition Cost and Property Improvements Costs of the Property (and pro rata portions of the related remittances from the Participants shall likewise be deemed to be so allocated). The Agent shall promptly forward a copy of such Funding Request to each Participant. The Lessee shall not request more than one Funding Date during any calendar month. Each Advance (other than an Interest Payment Advance) shall be in a minimum amount of $1,000,000 or leasehold interest therein), in addition amounts of $100,000 in excess thereof. Subject to the foregoingsatisfaction or waiver of the conditions precedent to such Advance set forth in Section 6, each --------- Participant shall purchase its Participation Interest in such Advance by making available to the Construction Lessor its proportionate share of such Advance in immediately available federal funds by wire transfer to the Agent shall also specify: for deposit to the Lessee's demand deposit account with the Agent not later than 12:00 noon, San Francisco time, on the applicable Funding Date. Upon (i) the Property Lessee's receipt of the funds provided by the Participants with respect to be acquired or leasedan Advance, and (ii) the seller satisfaction or ground lessor waiver of the Property and conditions precedent to such Advance set forth in Section 6, the related Lessee shall (1) in the case of an Advance for the acquisition of --------- the Land Acquisition CostInterest, pay the acquisition price for such Land Interest to the Existing Owner, and (iii2) in the Estimated Improvement case of other Advances, pay or retain as payment or reimbursement of, Property Improvements Costs, in each case from the funds provided by the Participants for such Advance. Such Loans and Certificate Holder Amounts made (b) On each Funding Date requested pursuant to Section 3.4(a) hereof, -------------- the Lessee shall deposit immediately available funds with respect the Defeasance Deposit Depositary Bank in the amount of the Tranche A Participation Interest in the Advance so requested pursuant to each Advance the Defeasance Deposit Agreement. Each such deposit (collectively, the "Defeasance Deposit") shall be Base Rate Loans/Certificate Holder Amounts, and the duration property of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date ------------------ Defeasance Deposit Depositary Bank and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the requested Acquisition Date or Funding Date. The Agent Certificate Holder and the Administrative Agent shall calculate the amounts of the Certificate Holder Amounts and the Loans required to fund the requested Advance. No more than one (1) Funding Request shall be made during any calendar monthheld and administered in accordance with the Defeasance Deposit Agreement.

Procedures for Advances. (a) With respect to each Advance, the Construction Agent (or in the case of Improved Properties, the Lessee) shall give the Agent Certificate Holder Lessor and the Administrative Agent prior written notice pursuant to a Funding Request substantially in the form of Exhibit B (a "Funding Request"), which Funding Request shall be delivered not later than 11:00 10:00 a.m. (Chicago New York City time), three (3) Business Days prior to the proposed Acquisition Date or the proposed Funding Date, specifying: (i) the proposed Acquisition Date or Funding Date, (ii) the amount of Advance requested, (iii) whether, whether such proposed Funding Date will also be an Acquisition Date, and (iv) the requested Interest PeriodProperties to which such Advance is being allocated and the amount allocated to each Property. With respect to any Funding Request related to the acquisition of the a Property (or leasehold interest therein), in addition to the foregoing, the Construction Agent Representative shall also specify: (i) the Property to be acquired or leased, (ii) the seller or ground lessor of the Property and the related Land Acquisition Cost, and and, with respect to Improved Property, the Property Improvement Costs (iii) the Estimated Improvement CostsCosts for such Property. Such Loans and Certificate Holder Lessor Amounts made with respect to each Advance (i) if made on a day other than a Scheduled Payment Date or an Acquisition Date, shall be Base Rate Loans/Certificate Holder Lessor Amounts and (ii) if made on a Scheduled Payment Date or an Acquisition Date, shall be Eurodollar Loans/Lessor Amounts, and the duration of the initial Interest Period with respect to such Advance shall begin on the proposed Acquisition Date or Funding Date and end on the next succeeding Scheduled Payment Date (the "Initial Interest Period"). Subject to timely delivery of a Funding Request and the other terms and conditions of the Operative Documents, each Participant shall make its Commitment Percentage of the requested Advance available to the Agent Certificate Holder Lessor by 1:00 2:00 p.m., (Chicago Eastern time), on the requested Acquisition Date or Funding Date, as applicable, and the Agent Lessor will forward any such amounts so received to the Construction Agent not later than 3:00 p.m., Eastern time, on the same day. The Agent Certificate Holder Lessor and the Administrative Agent shall calculate the amounts of the Certificate Holder Lessor Amounts and the Loans required to fund the requested AdvanceAdvance as it relates to each Property. No more than one two (12) Funding Request Requests shall be made during any calendar montheach Interest Period other than Funding Requests made pursuant to Section 6.1.