Common use of Advances for Capital Improvements Clause in Contracts

Advances for Capital Improvements. So long as no Default or Event of Default shall exist, Lender shall make advances from the TILC/Capital Expenditures Holdback for Capital Improvements in an aggregate amount not to exceed $11,817,000, 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. 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 signed by an Authorized Signer in the form of Schedule 3 or in another form approved by Lender. Each draw request for Capital Improvements shall, if required by Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Lender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Lender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrowers’ option, Lender shall make a single advance from the TILC/Capital Expenditures Holdback for any work of Capital Improvements or Lender shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Lender in its reasonable judgment may impose. Lender may require an inspection of any Property under Section 1 above in order to verify completion of any Capital Improvements prior to making any advance. 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 Lender:

Advances for Capital Improvements. So long as no Default or Event of Default shall exist, Lender shall make advances from the TILC/Capital Expenditures Holdback for Capital Improvements in an aggregate amount not to exceed $11,817,0002,700,000, allocated provided that in no event shall Lender be obligated 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. Funds allocated to Capital Improvements for make any Property may not be used for Capital Improvements at any other Property or for any other purpose. Advances 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 in accordance with the provisions hereof. 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 Schedule 3 or in another form approved by Lender. Each draw request for Capital Improvements shall, if required by Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Lender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Lender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrowers’ Borrower’s option, Lender shall make a single advance from the TILC/Capital Expenditures Holdback for any work of Capital Improvements or Lender shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Lender in its reasonable judgment may impose. Lender may require an inspection of any the Property under Section 1 above in order to verify completion of any Capital Improvements prior to making any advance. 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 Lender:

Advances for Capital Improvements. So long as no Default or Event of Default shall exist, Lender shall make advances from the TILC/Capital Expenditures Holdback for Capital Improvements in an aggregate amount not to exceed $11,817,0005,358,000, 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 4,958,000 is allocated to Capital Improvements for the West Loop Property, and (db) $748,500 400,000 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 Iron Point Property. 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 signed by an Authorized Signer in the form of Schedule 3 or in another form approved by Lender. Each draw request for Capital Improvements shall, if required by Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Lender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Lender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrowers’ option, Lender shall make a single advance from the TILC/Capital Expenditures Holdback for any work of Capital Improvements or Lender shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Lender in its reasonable judgment may impose. Lender may require an inspection of any Property under Section 1 above in order to verify completion of any Capital Improvements prior to making any advance. 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 Lender:

Advances for Capital Improvements. So long as no Default or Event of Default shall exist, Lender shall make advances from the TILC/Capital Expenditures Holdback for Capital Improvements in an aggregate amount not to exceed $11,817,0002,700,000, allocated provided that in no event shall Lender be obligated 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. Funds allocated to Capital Improvements for make any Property may not be used for Capital Improvements at any other Property or for any other purpose. Advances 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 in accordance with the provisions hereof. 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 Schedule 3 or in another form approved by Lender. Each draw request for Capital Improvements shall, if required by Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Lender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Lender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrowers’ Borrower’s option, Lender shall make a single advance from the TILC/Capital Expenditures Holdback for any work of Capital Improvements or Lender shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Lender in its reasonable judgment may impose. Lender may require an inspection of any the Property under Section 1 above in order to verify completion of any Capital Improvements prior to making any advance. 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 Lender:: S2-2

Advances for Capital Improvements. So long as no Default or Event If TENANT elects to extend the term of Default shall exist, Lender shall make advances from the TILC/Capital Expenditures Holdback this Agreement for Capital Improvements in an aggregate amount not to exceed $11,817,000, allocated additional twenty (20) Amphitheater Seasons pursuant to the Properties as follows: (a) $440,000 is allocated to Capital Improvements for the Northridge Propertyright created in Section 2.2 of this Agreement, (b) $3,487,000 is allocated to Capital Improvements for the Powers Ferry Propertythen, (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. 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 signed by an Authorized Signer in the form all times after TENANT's exercise of Schedule 3 or in another form approved by Lender. Each draw request for Capital Improvements shall, if required by Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Lender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Lender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrowers’ such extension option, Lender TENANT shall make a single advance from the TILC/Capital Expenditures Holdback for any work of Capital Improvements or Lender shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Lender in its reasonable judgment may impose. Lender may require an inspection of any Property under Section 1 above in order to verify completion of any Capital Improvements prior to making any advance. Lender shall not be obligated to make advances to CITY each time CITY is required to expend funds for capital improvements in accordance with the final provisions of section 7.1(b) of this Agreement. Each advance extended by TENANT pursuant to the obligation contained in the immediately preceding sentence shall (i) accrue interest at a fixed rate equal to the then average of CITY's cost of obtaining borrowed funds, compounded annually, (ii) be repayable from CITY to TENANT on the commencement of the Loan first (1st) Amphitheater Season of the extended twenty (20) Amphitheater Season renewal term and (iii) be payable by TENANT offsetting against its $1,500,000.00 renewal fee obligation to CITY as set forth in Section 2.2 of this Agreement. If the aggregate amount due and owing pursuant to all such loans exceeds such $1,500,000.00 renewal fee payment, then TENANT shall be authorized to continue to thereafter recoup all such amounts outstanding, together with such continuing accrued interest thereon, from future rental payments due under Section 3.2 of this Agreement during the TILC/Capital Expenditures Holdback for any work of Capital Improvements unless the following conditions shall have been satisfied, renewal term. Notwithstanding anything to the extent required by Lender:contrary contained herein, CITY is not pledging its full faith and credit or taxing authority to the obligation to repay the advances from TENANT to CITY hereunder, and TENANT's only recourse for repayment of any such advanced sums shall be to offset against rental payments otherwise payable hereunder from TENANT to CITY.

Advances for Capital Improvements. So long as no Default or Event of Default shall exist, Lender shall make advances from the TILC/Capital Expenditures Holdback for Capital Improvements in an aggregate amount not to exceed $11,817,0003,375,000. 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, allocated then any remaining undisbursed Loan proceeds available for Tenant Improvements and Leasing Commissions may be drawn by Borrower to reimburse Borrower for the Properties as follows: (a) $440,000 is allocated to costs of any Capital Improvements for in accordance with 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. Funds allocated to Capital Improvements for any Property may not be used for Capital Improvements at any other Property or for any other purposeprovisions hereof. Advances from the TILC/Capital Expenditures Holdback for Capital Improvements shall be made not more frequently than monthly based on draw requests signed by an Authorized Signer in the form of Schedule 3 or in another form approved by Lender. Each draw request for Capital Improvements shall, if required by Lender and to the extent applicable, be set forth on AIA Forms G702 and G703 or another form reasonably approved by Lender, and shall be accompanied by (i) invoices, receipts or other evidence reasonably satisfactory to Lender verifying the costs for which Loan proceeds are being requested, and (ii) if required by Lender, affidavits, lien waivers and/or releases from all parties who furnished materials and/or services in connection with the requested payment. At Borrowers’ Borrower’s option, Lender shall make a single advance from the TILC/Capital Expenditures Holdback for any work of Capital Improvements or Lender shall make periodic advances for such work of Capital Improvements as construction progresses, subject to such retainage requirements as Lender in its reasonable judgment may impose. Lender may require an inspection of any the Property under Section 1 above in order to verify completion of any Capital Improvements prior to making any advance. 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 Lender: