Common use of Capital Expense Reserves Clause in Contracts

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient to pay anticipated Approved Capital Expenses. Lender will transfer such amounts into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations to fund and maintain the Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the Loan.

Capital Expense Reserves. Borrower shall pay to Lender an amount initially equal to $2,796.65 on each Payment Date an amount sufficient to pay anticipated Approved Capital ExpensesDate. Lender will transfer such amounts into a Subaccount O (the “"Capital Reserve Subaccount”"). Additionally, upon thirty (30) days’ ' prior notice to Borrower, Lender may reassess and increase the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 10,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s 's expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate certifying (1l) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s 's option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $25,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender's option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. (a) Subject to the provisions of subsection (b) below, Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expensesone-twelfth (1/12th) of the product obtained by multiplying $0.20 by the aggregate number of rentable square feet of space in the Property. Lender will transfer such amounts into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion not more than once every six (6) months (based upon its then current underwriting standards); provided, however that Lender shall only increase the amount of such monthly contributions if Lender reasonably determines that such increase is necessary to address unanticipated material changes after the date hereof in the anticipated Capital Expenses for the Property (in which event such reassessment shall be limited to address only such issues). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen ten (1510) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, with respect to disbursements in excess of $100,000, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $10,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expenses$7,478 (one-twelfth (1/12th) of the product obtained by multiplying $0.20 by the aggregate number of rentable square feet of space in the Property). Lender will transfer such amounts amount into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) with respect to disbursements in excess of $100,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $100,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay $1,667.29 to Lender on each Payment Date an which amount sufficient is equal to pay anticipated Approved Capital Expensesone-twelfth (1/12th) of the product obtained by multiplying $0.10 by the aggregate number of rentable square feet of space in the Property. Lender will transfer such amounts into a Subaccount (the “"Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards"). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s 's expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s 's option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $10,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender's option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Expenses. Notwithstanding anything contained in this Section 3.3 to the contrary, if Borrower shall enter into an Approved Ingram Micro Extension on or beforx Xxxxmber 31, 2005, then Borrower shall no longer be required to make deposits into the Capital Reserve Subaccount and, provided that no Event of Default or Cash Management Period is then continuing, any funds then on deposit in the Capital Reserve Subaccount shall be conditionally waived for so long as no Event disbursed to Borrower within 5 days of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanBorrower's request therefor.

Capital Expense Reserves. Borrower shall pay to Lender on each ------------------------ Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expensesone_twelfth of the product obtained by multiplying $0.31 by the aggregate number of rentable square feet of space in the Properties (which, as of the date hereof is $39,678 on each Payment Date). Lender will transfer such amounts amount into a Subaccount (the “"Capital Reserve Subaccount”Subaccount "). Additionally, at any time during the extended Term of the Loan (provided that Borrower has elected to extend the Term pursuant to Section 2.8) upon thirty (30) days’ ' prior notice to Borrower, Lender may on a one time basis reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) 15 days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) if in excess of $10,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s 's expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate certifying that, to the best of Borrower's knowledge, (1w) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2x) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3y) that the same has not been the subject of a previous disbursement, and (4z) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment reasonably detailed documentation satisfactory to LenderLender as to the amount, necessity and purpose therefor. During a Cash Management Period, any such disbursement of more than $10,000 to pay (Crather than reimburse) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses may, at Lender's option, be made by joint check payable to Borrower and the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon payee on such disbursement to Borrower. The foregoing obligations to fund and maintain the Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expenses$1,615. Lender will transfer such amounts into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards"CAPITAL RESERVE SUBACCOUNT"). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) 15 days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s 's expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence for any such disbursement of payment satisfactory to Lendermore than $25,000, (C) at Lender’s option's option (which option shall be exercised in Lender's reasonable judgment), a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (DC) such other evidence as Lender shall reasonably request that the Approved Capital Expenses Expenditures at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations to fund and maintain the Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the Loan.

Capital Expense Reserves. Borrower shall pay to Lender on the date hereof and on each Payment Date to Lender an amount sufficient initially equal to pay anticipated Approved Capital Expenses$8,100.42 per month. Lender will transfer such amounts into a Subaccount Subaccount, which shall bear interest, which interest earned shall become a part of such subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) 15 days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s reasonable expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses Expenditures at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to BorrowerBorrowers. The foregoing obligations Any such disbursement of more than $10,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expenses$1,932.00. Lender will transfer such amounts amount into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 5,000, provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1v) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2w) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3x) that the same has not been the subject of a previous disbursement, and (4y) that all previous disbursements have been used to pay the previously identified Approved Capital ExpensesExpenses and (z) that any construction work associated with such Approved Capital Expenses has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (B) lien reasonably detailed documentation satisfactory to Lender as to the amount, necessity and purpose therefor, (C) copies of appropriate Lien waivers or other evidence of payment satisfactory to Lender, Lender in connection with any construction work associated with such Approved Capital Expenses and (CD) at Lender’s option, a title search for the Property indicating that the Property it is free from all Liens, claims and other encumbrances Liens not previously approved by Lender and Lender. Any such disbursement of more than $10,000 to pay (Drather than reimburse) such other evidence as Lender shall reasonably request that the Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon payee on such disbursement to Borrower. The foregoing obligations to fund and maintain the Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. On the date hereof, Borrower shall deposit with Lender $5,000,000. Lender will transfer such amount into a Subaccount (the “Capital Reserve Subaccount”). In addition to the foregoing, Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expenses. Lender will transfer such amounts $9,145 (one-twelfth (1/12th) of the product obtained by multiplying $0.25 by the aggregate number of rentable square feet of space in the Property) for deposit into a Subaccount (the “Capital Reserve Subaccount”); provided, however, Borrower shall only be obligated to make such monthly payment on any Payment Date on which the aggregate amount then on deposit in the Capital Reserve Subaccount is below $500,000. Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) with respect to disbursements in excess of $100,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $100,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay to Lender $10,138.33 on each Payment Date an amount sufficient to pay anticipated Date, for reimbursements of Borrower’s Approved Capital Expenses. Expenses in accordance with this Section, and Lender will transfer such amounts into a Subaccount (the “Capital CapEx Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital CapEx Reserve Subaccount to Borrower, within fifteen thirty (1530) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 25,000 provided that that: (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense, provided that, as long as no Default or Event of Default has occurred and is continuing, Borrower shall not be responsible for the expense of an inspection more than once per calendar quarter, and the expense of each such inspection shall not exceed $2,000.00) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1v) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, ; (2w) that all outstanding trade payables (other than those to be paid from the requested disbursement disbursements or those constituting Permitted Indebtedness) have been paid in full, ; (3x) that the same has not been the subject of a previous disbursement, and ; (4y) that all previous disbursements have been used to pay the previously identified Approved Capital ExpensesExpenses and (z) that any construction work associated with such Approved Capital Expenses has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements and in accordance with approved plans and specifications therefor and remaking, as of the date of the request, and as of the date of funding such request, each of the representations and warranties in Article 4 below, (B) lien reasonably detailed documentation satisfactory to Lender as to the amount, necessity and purpose therefor, (C) copies of appropriate Lien waivers or other evidence of payment satisfactory as Lender shall reasonably request that the Approval Capital Expenses to Lender, be reimbursed by the disbursement have been completed in accordance with all General Construction Work Requirements and all applicable Legal Requirements and has been fully paid for and (CD) at Lender’s option, a title search for the Property indicating that the Property it is free from all Liens, claims and other encumbrances Liens not previously approved by Lender. Any such disbursement of more than $10,000 to pay (rather than reimburse, if permitted by Lender and (Din its sole discretion) such other evidence as Lender shall reasonably request that the for an Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon payee on such disbursement to Borrower. The foregoing obligations to fund and maintain the Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient to pay anticipated Approved Capital Expenses. Lender will transfer such amounts into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations to fund and maintain the Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure an Event of the foregoing conditionDefault, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the Loan.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expensesone-twelfth of the product obtained by multiplying $0.15 by the aggregate number of rentable square feet of space in the Property. Lender will transfer such amounts into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards"CAPITAL RESERVE SUBACCOUNT"). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) 15 days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s 's expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence for any such disbursement of payment satisfactory to Lendermore than $25,000, (C) at Lender’s option's option (which option shall be exercised in Lender's reasonable judgment), a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (DC) such other evidence as Lender shall reasonably request that the Approved Capital Expenses Expenditures at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations to fund and maintain the Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the Loan.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expenses$2115.00. Lender will transfer such amounts amount into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 5,000, provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1v) that such funds will be used to pay or payor reimburse Borrower for Approved Capital Expenses and a description thereof, (2w) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3x) that the same has not been the subject of a previous disbursement, and (4y) that all previous disbursements have been used to pay the previously identified Approved Capital ExpensesExpenses and (z) that any construction work associated with such Approved Capital Expenses has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (B) lien reasonably detailed documentation satisfactory to Lender as to the amount, necessity and purpose therefor, (C) copies of appropriate Lien waivers or other evidence of payment satisfactory to Lender, Lender in connection with any construction work associated with such Approved Capital Expenses and (CD) at Lender’s option, a title search for the Property indicating that the Property it is free from all Liens, claims and other encumbrances Liens not previously approved by Lender and Lender. Any such disbursement of more than $10,000 to pay (Drather than reimburse) such other evidence as Lender shall reasonably request that the Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon payee on such disbursement to Borrower. The foregoing obligations to fund and maintain the Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expenses$9,430 (one-twelfth (1/12th) of the product obtained by multiplying $0.20 by the aggregate number of rentable square feet of space in the Property). Lender will transfer such amounts amount into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) with respect to disbursements in excess of $100,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $100,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower Borrowers shall pay to Lender (i) $30,000 on the date hereof, (ii) $10,365 on each Payment Date an amount sufficient to pay anticipated Approved Capital Expensesfrom and including January 1, 2004 through and including December 1, 2005 and (iii) $4,607 on each Payment Date thereafter. Lender will transfer such amounts into a Subaccount (the “Capital Reserve Subaccount”"CAPITAL RESERVE SUBACCOUNT"). Additionally, upon thirty (30) days’ ' prior notice to BorrowerBorrowers, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to BorrowerBorrowers, within fifteen (15) 15 days after the delivery by Borrower Borrowers to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expenseBorrowers' expense (with respect to any disbursement in excess of $50,000)) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate certifying (1) that such funds will be used to pay or reimburse Borrower Borrowers for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those not yet due and payable or those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) with respect to any disbursement that exceeds $50,000, at Lender’s 's option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses Expenditures at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to BorrowerBorrowers. The foregoing obligations Any such disbursement of more than $10,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender's option, be made by joint check payable to Borrowers and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expenses$2,726.00 (which amount is equal to one-twelfth (1/l2th) of the product obtained by multiplying $0.10 by the aggregate number of rentable square feet of space in the Property). Lender will transfer such amounts into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current industry underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expenseexpense if the requested disbursement is in excess of $25,000) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, (B) if the requested disbursement is in excess of $25,000, lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $25,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expenses$22,164 (one-twelfth (1/12th) of the product obtained by multiplying $0.20 by the aggregate number of rentable square feet of space in the Property). Lender will transfer such amounts amount into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) with respect to disbursements in excess of $100,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $100,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expensesthe sum of (i) one-twelfth of the product obtained by multiplying $250 by the number of residential units at the Property and (ii) one-twelfth of the product obtained by multiplying $0.15 by the aggregate number of rentable square feet of commercial space in the Property. Lender will transfer such amounts into a Subaccount (the “"Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards"). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) 15 days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s 's expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence for any such disbursement of payment satisfactory to Lendermore than $25,000, (C) at Lender’s option's option (which option shall be exercised in Lender's reasonable judgment), a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (DC) such other evidence as Lender shall reasonably request that the Approved Capital Expenses Expenditures at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations to fund and maintain the Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the Loan.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expenses$13,596.00. Lender will transfer such amounts amount into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 5,000, provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1v) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2w) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3x) that the same has not been the subject of a previous disbursement, and (4y) that all previous disbursements have been used to pay the previously identified Approved Capital ExpensesExpenses and (z) that any construction work associated with such Approved Capital Expenses has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (B) lien reasonably detailed documentation reasonably satisfactory to Lender as to the amount, necessity and purpose therefor, (C) copies of appropriate Lien waivers or other evidence of payment satisfactory to Lender, Lender in connection with any construction work associated with such Approved Capital Expenses and (CD) at Lender’s option, a title search for the Property indicating that the Property it is free from all Liens, claims and other encumbrances Liens not previously approved by Lender and Lender. Any such disbursement of more than $10,000 to pay (Drather than reimburse) such other evidence as Lender shall reasonably request that the Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon payee on such disbursement to Borrower. The foregoing obligations to fund and maintain the Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. (a) Subject to the provisions of subsection (b) below, Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expensesone-twelfth (1/12th) of the product obtained by multiplying $0.20 by the aggregate number of rentable square feet of space in the Property. Lender will transfer such amounts into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion not more than once every six (6) months (based upon its then current underwriting standards); provided, however that Lender shall only increase the amount of such monthly contributions if Lender reasonably determines that such increase is necessary to address unanticipated material changes after the date hereof in the anticipated Capital Expenses for the Property (in which event such reassessment shall be limited to address only such issues). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, with respect to disbursements in excess of $100,000, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $10,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower On the Payment Date occurring in July, 2006 and each Payment Date thereafter, Borrowers shall pay to Lender on each Payment Date an amount sufficient to pay anticipated Approved Capital Expenses$5,618.13. Lender will transfer such amounts into a Subaccount (the “Capital Reserve Subaccount”"CAPITAL RESERVE SUBACCOUNT"). Additionally, upon thirty (30) days’ ' prior notice to BorrowerBorrowers, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to BorrowerBorrowers, within fifteen (15) 15 days after the delivery by Borrower Borrowers to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expenseBorrowers' expense (with respect to any disbursement in excess of $50,000)) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate certifying (1) that such funds will be used to pay or reimburse Borrower Borrowers for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those not yet due and payable or those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) with respect to any disbursement that exceeds $50,000, at Lender’s 's option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses Expenditures at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to BorrowerBorrowers. The foregoing obligations Any such disbursement of more than $10,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender's option, be made by joint check payable to Borrowers and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expenses$3,317.84. Lender will transfer such amounts amount into a Subaccount (the “Capital Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen ten (1510) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 5,000, provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1v) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2w) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3x) that the same has not been the subject of a previous disbursement, and (4y) that all previous disbursements have been used to pay the previously identified Approved Capital ExpensesExpenses and (z) that any construction work associated with such Approved Capital Expenses has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (B) lien reasonably detailed documentation satisfactory to Lender as to the amount, necessity and purpose therefor, (C) copies of appropriate Lien waivers (which may be conditioned upon receipt of payment from the requested disbursement) or other evidence of payment satisfactory to Lender, Lender in connection with any construction work associated with such Approved Capital Expenses and (CD) at Lender’s option, a title search for the Property indicating that the Property it is free from all Liens, claims and other encumbrances Liens not previously approved by Lender and Lender. Any such disbursement of more than $10,000 to pay (Drather than reimburse) such other evidence as Lender shall reasonably request that the Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon payee on such disbursement to Borrower. The foregoing obligations to fund and maintain the Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower shall pay to Lender $2,508.25 on each Payment Date an amount sufficient to pay anticipated Approved Capital ExpensesDate. Lender will transfer such amounts into a Subaccount (the “Capital Reserve Subaccount”"CAPITAL RESERVE SUBACCOUNT"). Additionally, upon thirty (30) days’ ' prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section SECTION 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense's expense (with respect to any disbursement in excess of $50,000)) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those not yet due and payable or those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) with respect to any disbursement that exceeds $50,000, at Lender’s 's option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $10,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender's option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. On the date hereof, Borrower shall pay deposit with Lender $83,229.00. Such amounts will be transferred by Lender to Lender on each Payment Date an amount sufficient to pay anticipated Approved Capital Expenses. Lender will transfer such amounts into a Subaccount (the “Capital Reserve Subaccount”). Additionally, Borrower shall pay to Lender (for deposit into the Capital Reserve Subaccount) on each Payment Date an amount initially equal to $6,790.00 (one-twelfth (1/12th) of the product obtained by multiplying $0.15 by the aggregate number of rentable square feet of space in the Property). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess the amount of the monthly payment required under this Section 3.4 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 provided that (i) such disbursement is for an Approved Capital Expense; (ii) with respect to disbursements in excess of $100,000, Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to Lender, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $100,000 to fund pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by joint check payable to Borrower and maintain the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. Borrower On each Payment Date, Borrowers shall pay to Lender on each Payment Date an amount sufficient initially equal to pay anticipated Approved Capital Expenses. $6,307.50, and Lender will transfer such amounts into a Subaccount (the “"Capital Expense Reserve Subaccount”"). Additionally, upon thirty (30) days’ ' prior notice to BorrowerBorrowers, Lender may reassess and increase the amount of the monthly payment required under this Section 3.4 3.5 from time to time in its reasonable discretion (based upon its then current underwriting standards). Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Expense Reserve Subaccount to BorrowerBorrowers, within fifteen (15) days after the delivery by Borrower Borrowers to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 10,000 provided that that: (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s Borrowers' expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s 's Certificate certifying (1) that such funds will be used to pay or reimburse Borrower Borrowers for Approved Capital Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, and (B) lien waivers or other evidence of payment satisfactory to LenderLender unless the requested disbursement shall be used to pay for such Approved Capital Expense directly (and not reimburse Borrowers for the Approved Capital Expense previously paid for by Borrowers), in which case Borrowers shall be required to deliver such items with respect to the Approved Capital Expense which was the subject of the previous disbursement and conditional lien waivers with respect to the requested items to be paid for from the requested disbursement, (C) at Lender’s 's option, a title search for the applicable Property or Properties indicating that the such Property is or Properties are free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the subject Property or Properties to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to BorrowerBorrowers. The foregoing obligations Any such disbursement of more than $25,000 to fund and maintain pay (rather than reimburse) Approved Capital Expenses may, at Lender's option, be made by direct check payable to the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.

Capital Expense Reserves. To the extent the Overstock Lease is no longer in effect, and Overstock no longer occupies the Property, then under such circumstances, Borrower shall pay to Lender on each Payment Date Date, an amount sufficient initially equal to pay anticipated Approved Capital Expenses$4,930.09. Lender will transfer such amounts into a Subaccount (the “Capital Expense Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to Borrower, Lender may reassess and increase the amount of the monthly payment required under this Section 3.4 3.5 from time to time in its reasonable discretion (based upon its then current underwriting standards)) ; provided, however, that Lender shall only increase the amount of such monthly contributions if such Capital Expenses are not paid or required to be paid by Overstock pursuant to the Overstock Lease and Lender reasonably determines that such increase is necessary to address unanticipated material changes after the date hereof in the anticipated Capital Expenses for the Property (in which event such reassessment shall be limited to address only such issues) and any increase shall be based on an amount which is not greater than amounts necessary to pay such Capital Expenses when such Capital Expenses are estimated to be incurred. Provided that no Default or Event of Default has occurred and is continuing, Lender shall disburse funds held in the Capital Expense Reserve Subaccount to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000 10,000 provided that that: (i) such disbursement is for an Approved Capital Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of the work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrower for Approved Capital Expenses and a description thereof, or such Approved Capital Expenses have been paid by Overstock pursuant to the Overstock Lease, (2) that all of Borrower’s outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used to pay the previously identified Approved Capital ExpensesExpenses (or such previously identified Approved Capital Expenses were paid by Overstock pursuant to the Overstock Lease), and (B) lien waivers (which may be conditioned on payment) or other evidence of payment reasonably satisfactory to LenderLender unless the requested disbursement shall be used to pay for such Approved Capital Expense directly (and not reimburse Borrower or Overstock for the Approved Capital Expense previously paid for by Borrower or Overstock), in which case Borrower shall be required to deliver such items with respect to the Approved Capital Expense which was the subject of the previous disbursement and conditional lien waivers with respect to the requested items to be paid for from the requested disbursement, (C) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender and (D) such other evidence as Lender shall reasonably request that the Approved Capital Expenses at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. The foregoing obligations Any such disbursement of more than $25,000 to fund and maintain pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be made by direct check payable to the payee on such Approved Capital Reserve Subaccount shall be conditionally waived for so long as no Event of Default shall have occurred hereunder. Upon the failure of the foregoing condition, Lender may demand full compliance with the provisions of this Section 3.4 for the remaining term of the LoanExpenses.