Common use of Advances for Capital Improvements Clause in Contracts

Advances for Capital Improvements. So long as no Default or Potential Default shall exist, Lenders shall make Additional Advances for Capital Improvements, provided that Additional Advances for Capital Improvements shall not exceed an aggregate amount equal to $3,365,000. Additional Advances for Capital Improvements shall be made not more frequently than monthly based on Draw Requests signed by an Authorized Signer in the form of Exhibit “C 2” or in another form approved by Administrative Agent. Each Draw Request for Capital Improvements shall, if required by Administrative Agent and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative Agent, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative Agent, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrower’s option, Lenders shall make a single advance for any work of Capital Improvements or Lenders shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Administrative Agent in its reasonable judgment may impose. Administrative Agent may require an inspection of the Property under Section 3 above in order to verify completion of any Capital Improvements prior to making any advance. Lenders shall not be obligated to make the final advance of the Loan for any work of Capital Improvements unless the following conditions shall have been satisfied, to the extent required by Administrative Agent: (a) Administrative Agent shall have received such evidence as Administrative Agent may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with any applicable plans and specifications satisfactory to Administrative Agent; (b) To the extent applicable, a valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; and (c) Administrative Agent shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Administrative Agent).

Advances for Capital Improvements. So long as no Default or Potential Event of Default shall exist, Lenders Lender shall make Additional Advances for advances from the TILC/Capital Improvements, provided that Additional Advances Expenditures Holdback for Capital Improvements shall not exceed in an aggregate amount equal not to exceed $3,365,00011,817,000, allocated to the Properties as follows: (a) $440,000 is allocated to Capital Improvements for the Northridge Property, (b) $3,487,000 is allocated to Capital Improvements for the Powers Ferry Property, (c) $3,886,000 is allocated to Capital Improvements for the West Loop Property, (d) $748,500 is allocated to Capital Improvements for the Great Hills Property, (e) $752,500 is allocated to Capital Improvements for the Park Centre Property, and (f) $2,503,000 is allocated to Capital Improvements for the Westech 360 Property. Additional Funds allocated to Capital Improvements for any Property may not be used for Capital Improvements at any other Property or for any other purpose. Advances from the TILC/Capital Expenditures Holdback for Capital Improvements shall be made not more frequently than monthly based on Draw Requests draw requests signed by an Authorized Signer in the form of Exhibit “C 2” Schedule 3 or in another form approved by Administrative AgentLender. Each Draw Request draw request for Capital Improvements shall, if required by Administrative Agent Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative AgentLender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative AgentLender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrower’s Borrowers’ option, Lenders Lender shall make a single advance from the TILC/Capital Expenditures Holdback for any work of Capital Improvements or Lenders Lender shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Administrative Agent Lender in its reasonable judgment may impose. Administrative Agent Lender may require an inspection of the any Property under Section 3 1 above in order to verify completion of any Capital Improvements prior to making any advance. Lenders Lender shall not be obligated to make the final advance of the Loan from the TILC/Capital Expenditures Holdback for any work of Capital Improvements unless the following conditions shall have been satisfied, to the extent required by Administrative AgentLender: (a) Administrative Agent Lender shall have received such evidence as Administrative Agent Lender may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with any applicable plans and specifications satisfactory to Administrative Agentspecifications; (b) To the extent applicable, a valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; and (c) Administrative Agent Lender shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Administrative AgentLender).

Advances for Capital Improvements. So long as no Default or Potential Event of Default shall exist, Lenders Lender shall make Additional Advances for advances from the TILC/Capital Improvements, provided that Additional Advances Expenditures Holdback for Capital Improvements shall not exceed in an aggregate amount equal not to exceed $3,365,0005,358,000, allocated to the Properties as follows: (a) $4,958,000 is allocated to Capital Improvements for the West Loop Property, and (b) $400,000 is allocated to Capital Improvements for the Iron Point Property. Additional Funds allocated to Capital Improvements for any Property may not be used for Capital Improvements at any other Property or for any other purpose. Advances from the TILC/Capital Expenditures Holdback for Capital Improvements shall be made not more frequently than monthly based on Draw Requests draw requests signed by an Authorized Signer in the form of Exhibit “C 2” Schedule 3 or in another form approved by Administrative AgentLender. Each Draw Request draw request for Capital Improvements shall, if required by Administrative Agent Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative AgentLender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative AgentLender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrower’s Borrowers’ option, Lenders Lender shall make a single advance from the TILC/Capital Expenditures Holdback for any work of Capital Improvements or Lenders Lender shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Administrative Agent Lender in its reasonable judgment may impose. Administrative Agent Lender may require an inspection of the any Property under Section 3 1 above in order to verify completion of any Capital Improvements prior to making any advance. Lenders Lender shall not be obligated to make the final advance of the Loan from the TILC/Capital S2-2 Expenditures Holdback for any work of Capital Improvements unless the following conditions shall have been satisfied, to the extent required by Administrative AgentLender: (a) Administrative Agent Lender shall have received such evidence as Administrative Agent Lender may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with any applicable plans and specifications satisfactory to Administrative Agentspecifications; (b) To the extent applicable, a valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; and (c) Administrative Agent Lender shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Administrative AgentLender).

Advances for Capital Improvements. So long as no Default or Potential Event of Default shall exist, Lenders Lender shall make Additional Advances for advances from the TILC/Capital Improvements, provided that Additional Advances Expenditures Holdback for Capital Improvements shall not exceed in an aggregate amount equal not to exceed $3,365,0003,375,000. Additional In the event that the Property achieves stabilized occupancy of 95% and there are undisbursed Loan proceeds remaining available for Tenant Improvements and Leasing Commissions, then any remaining undisbursed Loan proceeds available for Tenant Improvements and Leasing Commissions may be drawn by Borrower to reimburse Borrower for the costs of any Capital Improvements in accordance with the provisions hereof. Advances from the TILC/Capital Expenditures Holdback for Capital Improvements shall be made not more frequently than monthly based on Draw Requests draw requests signed by an Authorized Signer in the form of Exhibit “C 2” Schedule 3 or in another form approved by Administrative AgentLender. Each Draw Request draw request for Capital Improvements shall, if required by Administrative Agent Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative AgentLender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative AgentLender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrower’s option, Lenders Lender shall make a single advance from the TILC/Capital Expenditures Holdback for any work of Capital Improvements or Lenders Lender shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Administrative Agent Lender in its reasonable judgment may impose. Administrative Agent Lender may require an inspection of the Property under Section 3 1 above in order to verify completion of any Capital Improvements prior to making any advance. Lenders Lender shall not be obligated to make the final advance of the Loan from the TILC/Capital S2-2 Expenditures Holdback for any work of Capital Improvements unless the following conditions shall have been satisfied, to the extent required by Administrative AgentLender: (a) Administrative Agent Lender shall have received such evidence as Administrative Agent Lender may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with any applicable plans and specifications satisfactory to Administrative Agentspecifications; (b) To the extent applicable, a valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; and (c) Administrative Agent Lender shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Administrative AgentLender).

Advances for Capital Improvements. So long as no Default or Potential Event of Default shall exist, Lenders Lender shall make Additional Advances advances for Capital ImprovementsImprovements in an aggregate amount not to exceed $2,700,000, provided that Additional Advances in no event shall Lender be obligated to make any disbursement from the TILC/Capital Expenditures Holdback which would cause the aggregate of all disbursements from the TILC/Capital Expenditures Holdback to exceed $7,200,000. In the event that the Property achieves stabilized occupancy of 91% and there are undisbursed Loan proceeds remaining available for Tenant Improvements and Leasing Commissions, then any remaining undisbursed Loan proceeds available for Tenant Improvements and Leasing Commissions may be drawn by Borrower to reimburse Borrower for the costs of any Capital Improvements shall not exceed an aggregate amount equal to $3,365,000in accordance with the provisions hereof. Additional Advances for Capital Improvements shall be made not more frequently than monthly based on Draw Requests draw requests signed by an Authorized Signer in the form of Exhibit “C 2” Schedule 3 or in another form approved by Administrative AgentLender. Each Draw Request draw request for Capital Improvements shall, if required by Administrative Agent Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative AgentLender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative AgentLender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrower’s option, Lenders Lender shall make a single advance for any work of Capital Improvements or Lenders Lender shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Administrative Agent Lender in its reasonable judgment may impose. Administrative Agent Lender may require an inspection of the Property under Section 3 1 above in order to verify completion of any Capital Improvements prior to making any advance. Lenders Lender shall not be obligated to make the final advance of the Loan for any work of Capital Improvements unless the following conditions shall have been satisfied, to the extent required by Administrative AgentLender: (a) Administrative Agent Lender shall have received such evidence as Administrative Agent Lender may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with any applicable plans and specifications satisfactory to Administrative Agentspecifications; (b) To the extent applicable, a valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; and (c) Administrative Agent Lender shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Administrative AgentLender).

Advances for Capital Improvements. So long as no Default or Potential Event of Default shall exist, Lenders Lender shall make Additional Advances advances for Capital ImprovementsImprovements in an aggregate amount not to exceed $2,700,000, provided that Additional Advances in no event shall Lender be obligated to make any disbursement from the TILC/Capital Expenditures Holdback which would cause the aggregate of all disbursements from the TILC/Capital Expenditures Holdback to exceed $7,200,000. In the event that the Property achieves stabilized occupancy of 91% and there are undisbursed Loan proceeds remaining available for Tenant Improvements and Leasing Commissions, then any remaining undisbursed Loan proceeds available for Tenant Improvements and Leasing Commissions may be drawn by Borrower to reimburse Borrower for the costs of any Capital Improvements shall not exceed an aggregate amount equal to $3,365,000in accordance with the provisions hereof. Additional Advances for Capital Improvements shall be made not more frequently than monthly based on Draw Requests draw requests signed by an Authorized Signer in the form of Exhibit “C 2” Schedule 3 or in another form approved by Administrative AgentLender. Each Draw Request draw request for Capital Improvements shall, if required by Administrative Agent Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Administrative AgentLender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Administrative Agent Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Administrative AgentLender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrower’s option, Lenders Lender shall make a single advance for any work of Capital Improvements or Lenders Lender shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Administrative Agent Lender in its reasonable judgment may impose. Administrative Agent Lender may require an inspection of the Property under Section 3 1 above in order to verify completion of any Capital Improvements prior to making any advance. Lenders Lender shall not be obligated to make the final advance of the Loan for any work of Capital Improvements unless the following conditions shall have been satisfied, to the extent required by Administrative Agent:Lender: S2-2 (a) Administrative Agent Lender shall have received such evidence as Administrative Agent Lender may reasonably require that construction has been completed in a good and workmanlike manner, in accordance with applicable requirements of all Governmental Authorities and substantially in accordance with any applicable plans and specifications satisfactory to Administrative Agentspecifications; (b) To the extent applicable, a valid notice of completion shall have been recorded if required under the laws of the applicable jurisdiction; and (c) Administrative Agent Lender shall have received a satisfactory endorsement to its title insurance policy (to the extent available and to the extent requested by Administrative AgentLender).