Cash Management Obligations and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.04, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral[[Borrower:Organization]] other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, any Secured Hedging/Cash Management Obligations unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

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Subsequent to each Disbursement Date, all funds (if any) remaining in the Excess Cash Subaccount shall remain as security for the full and timely payment and performance of the Secured Obligations until such time as # Administrative Agent shall (or shall cause Servicer to) resume disbursing Cash Flow pursuant to [Section 3.4.1] or # the Secured Obligations have been fully satisfied in cash, at which time the balance of the funds, if any, in the Deposit Account and the Excess Cash Subaccount shall be disbursed to Borrowers.

Cash. Consultant will be paid $15,000 per year in quarterly installments at the beginning of each quarter, with the increased cash compensation commencing with the next succeeding calendar quarter following the Effective Date.

Cash. All or part of the Purchase Price may be paid in cash or cash equivalents.

Transportation Management. Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Project and/or the Building that do not adversely affect Tenant’s parking right hereunder, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.

Project Management. Unless and until revoked by Landlord by written notice delivered to Tenant, Landlord hereby # delegates to Project Manager the authority to exercise all approval rights, supervisory rights and other rights or powers of Landlord under this Tenant Work Letter with respect to the design and construction of the Tenant Improvements, and # requests that Tenant work with Project Manager with respect to any logistical or other coordination matters arising in the course of construction of the Tenant Improvements, including monitoring Tenant's compliance with its obligations under this Tenant Work Letter and under the Lease with respect to the design and construction of the Tenant Improvements. Tenant acknowledges the foregoing delegation and request, and agrees to cooperate reasonably with Project Manager as Landlord's representative pursuant to such delegation and request. The fees and charges of Project Manager for such services shall be at Tenant's sole expense, subject to Landlord's payment of the Tenant Improvement Allowance. Such fees and charges shall be payable monthly, based on the aggregate amount of $3.84 per rentable square foot of the Premises (subject to increase if Tenant expends more than $145 per square foot of the Premises on construction of the Tenant Improvements), and, unless Tenant expends more than $145 per rentable square foot of the Premises on construction of the Tenant Improvements, shall not exceed $444,276.00. In the event Tenant expends more than $145 per rentable square foot, such fees shall be increased by 2.65% of the amount expended above $145 per rentable square foot.

Management Projections. The Financial Projections provided to the Conflicts Committee as part of the review in connection with this Agreement and the other Transaction Documents, were prepared and delivered in good faith and were materially consistent with the General Partner’s management’s expectations regarding the business of CAPL and its subsidiaries at the time they were prepared, and to the Knowledge of the General Partner, no event or circumstance has occurred since the time the Financial Projections were prepared that would materially change the Financial Projections in a manner adverse to CAPL which has not been disclosed to the Conflicts Committee.

VIRTUAL WAREHOUSE VENDORS ONLY MUST COMPLETE: Vendor will ship to the following locations:

Management Fee. Pay any management fee, consulting fee, or similar fee to the Sponsors, any of its equity holders, or any Affiliate thereof.