Common use of Conditions Precedent to Each Disbursement Clause in Contracts

Conditions Precedent to Each Disbursement. LAUSD shall have the right to condition the release of any Disbursement from the Augmentation Grant Award upon LAUSD’s review and approval or written waiver of any and all of the following conditions: XXXXX’s receipt of a timely and complete Application, including without limitation, the contents of such Application; no Default under this Agreement, the Lease or the Use Agreement is then occurring or an event that with notice and the passage of time would constitute a Default under such agreements; LAUSD’s inspection of the improvements and verification of completion of improvements that were to have been constructed up to the date of the Application then being reviewed by LAUSD; and Prior to the first Application for Disbursement, Developer shall have delivered to LAUSD an officer's certificate, signed by an officer of Architect or Contractor, certifying to LAUSD that, based on the current Project plan and timeline, within sixty (60) days following the date of such officer's certificate, the cost required for Completion of Project Construction (including without limitation, the Specific Phase II Improvements) will be less than the sum of (i) Augmentation Grant Award plus (ii) $1,000,000.00, along with documentation evidencing the portion of the Project that has been completed and the portion of the Project remaining to be completed (and the cost thereof) as of the date of such certificate. Funding of the Disbursement. Provided that the conditions precedent have been reviewed and approved or waived by LAUSD, LAUSD shall use commercially reasonable efforts to wire the applicable Disbursement to an account specified and controlled by Developer within sixty (60) days of Developer’s timely and complete Application, which funds Developer shall thereafter use to pay for the Cost of the Project and for no other purpose.

Conditions Precedent to Each Disbursement. LAUSD The disbursement and issuance of each Loan and Letters of Credit shall be subject to the following conditions precedent: (a) No Default or Event of Default shall have the right to occurred and be continuing. (b) No event or condition the release of any Disbursement from the Augmentation Grant Award upon LAUSD’s review shall have occurred which has a Material Adverse Effect. (c) All representations and approval or written waiver of any and all warranties of the following conditions: XXXXX’s receipt of a timely Borrowers contained in the Loan Documents shall be true and complete Application, including without limitation, the contents of such Application; no Default under this Agreement, the Lease or the Use Agreement is then occurring or an event that with notice and the passage of time would constitute a Default under such agreements; LAUSD’s inspection of the improvements and verification of completion of improvements that were to have been constructed up to the date of the Application then being reviewed by LAUSD; and Prior to the first Application for Disbursement, Developer shall have delivered to LAUSD an officer's certificate, signed by an officer of Architect or Contractor, certifying to LAUSD that, based on the current Project plan and timeline, within sixty (60) days following correct in all material respects at the date of such officer's certificatedisbursement, except for representations and warranties that relate to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date). (d) No change shall have occurred in any law or regulations thereunder or interpretations thereof that, in the opinion of counsel for the Administrative Agent, would make it illegal for the Administrative Agent or any Lender to make Loans, or for the Issuing Bank to issue Letters of Credit, hereunder. (e) To the extent any Lender is a Defaulting Lender or a Potential Defaulting Lender, at the time of such Loan or issuance of such Letter of Credit, the cost required for Completion LC Exposure or the Swingline Exposure to the Issuing Bank or the Swingline Lender, as the case may be, that would result therefrom is fully covered or eliminated by cash collateralizing the reimbursement obligations of Project Construction (including without limitationthe Borrowers with respect to such Letter of Credit or to obligations of the Borrowers to pay such Swingline Loan by an amount at least equal to the LC Exposure or the Swingline Exposure, as the case may be, of such Defaulting Lender or Potential Defaulting Lender, or that the Borrowers have made other arrangements reasonably satisfactory to the Administrative Agent, the Specific Phase II Improvements) will be less than the sum of (i) Augmentation Grant Award plus (ii) $1,000,000.00, along with documentation evidencing the portion of the Project that has been completed Issuing Bank and the portion Swingline Lender in their reasonable discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that no such cash collateralization will constitute a waiver or release of any claim any Borrower, the Project remaining Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be completed (and the cost thereof) as of the date of such certificate. Funding of the Disbursement. Provided that the conditions precedent have been reviewed and approved or waived by LAUSD, LAUSD shall use commercially reasonable efforts to wire the applicable Disbursement to an account specified and controlled by Developer within sixty (60) days of Developer’s timely and complete Application, which funds Developer shall thereafter use to pay for the Cost of the Project and for no other purposea Non-Defaulting Lender.

Conditions Precedent to Each Disbursement. LAUSD shall have the right Lender's obligation to condition the release of make any Disbursement from the Augmentation Grant Award upon LAUSD’s review and approval or written waiver of any and all of the following conditions: XXXXX’s receipt Loan shall be further subject to the following: (a) Borrower shall submit to Lender a Disbursement Request in form and content acceptable to Lender and executed by an authorized officer or other representative of a timely and complete ApplicationBorrower; (b) No Event of Default (as herein defined), including without limitation, the contents of such Application; no Default under this Agreement, the Lease or the Use Agreement is then occurring or an any event that which with notice and or the passage of time would constitute a Default under an Event of Default, shall then exist hereunder; (c) Borrower shall provide Lender with such agreements; LAUSD’s inspection information as Lender may reasonably require regarding: (i) the proposed use of the improvements and verification of completion of improvements that were to have been constructed up to the date of the Application then being reviewed by LAUSDrequested Loan funds; and Prior (ii) the proposed collateral to be pledged by Borrower in connection with the first Application for requested Disbursement, Developer shall have delivered to LAUSD an officer's certificateincluding, signed by an officer of Architect or Contractor, certifying to LAUSD that, based on the current Project plan and timeline, within sixty (60) days following the date of such officer's certificate, the cost required for Completion of Project Construction (including without limitation, the Specific Phase II Improvements) will be less than the sum of (i) Augmentation Grant Award plus (ii) $1,000,000.00, along with documentation evidencing the portion copies of the Project that has been completed promissory note and the portion deed of trust to be collaterally assigned to Lender (which must conform to FIDICIA guidelines), a copy of the Project remaining to be completed (appraisal for the real property encumbered by such deed of trust, and the cost thereof) as a copy of the date lender's policy of title insurance insuring such certificate. Funding deed of trust as a lien on the Disbursement. Provided that the conditions precedent have been reviewed real property encumbered thereby, all of which shall be in form and approved or waived by LAUSDcontent acceptable to Lender in its sole discretion; and (d) Borrower and/or Del Mar Mortgage shall execute and deliver to Lender, LAUSD shall use commercially reasonable efforts to wire the applicable Disbursement to an account specified and controlled by Developer within sixty (60) days of Developer’s timely and complete Application, which funds Developer shall thereafter use to pay as security for the Cost Loan, such Collateral Assignment Documents as Lender shall require to collaterally assign to Lender the promissory note(s), and deed(s) of trust securing the Project same (the "Collateral Notes/Deeds of Trust"), executed by third parties in favor of Borrower or Del Mar Mortgage. The Collateral Documents shall include, but not be limited to, a Security Agreement, a Collateral Assignment of Note And Deed of Trust, and for no other purposean Assignment Endorsement in substantially the form attached hereto as Xxxxxxxx "X", "X" and "C", respectively. In addition to the Collateral Assignment Documents, Borrower shall deliver to Lender the original Collateral Notes/Deeds of Trust, the original lender's policy or policies of title insurance insuring the same, and ALTA form 104 title endorsements thereto in favor of Lender in connection with the Collateral Assignment Documents. Borrower shall pay all of costs, fees and expenses incurred by Lender in connection with the Collateral Assignment Documents, including, reasonable attorneys' fees and costs, and title insurance premiums.

Conditions Precedent to Each Disbursement. LAUSD The obligation of Title to disburse the Loan proceeds to be disbursed hereunder shall be subject to the condition precedent that (i) the conditions set forth in Section 3 of the Loan Agreement shall have been satisfied or waived in writing by the right to condition the release of any Disbursement from the Augmentation Grant Award upon LAUSD’s review EDA and approval (ii) EDA and Title shall have received on or written waiver of any and all of the following conditions: XXXXX’s receipt of a timely and complete Application, including without limitation, the contents of such Application; no Default under this Agreement, the Lease or the Use Agreement is then occurring or an event that with notice and the passage of time would constitute a Default under such agreements; LAUSD’s inspection of the improvements and verification of completion of improvements that were to have been constructed up to before the date of disbursing the Application then being reviewed by LAUSD; and Prior initial Loan proceeds, or in the case of items to the first Application for Disbursementbe furnished in conjunction with a later disbursement, Developer shall have delivered to LAUSD an officer's certificate, signed by an officer of Architect on or Contractor, certifying to LAUSD that, based on the current Project plan and timeline, within sixty (60) days following before the date of disbursing such officer's certificatelater Loan proceeds, the cost required following: (a) A sworn construction statement furnished by the Borrower for Completion of each Project, to be updated with each Draw Request for such Project Construction (including without limitationsetting forth any contractors, subcontractors and suppliers, the Specific Phase II Improvementsamount of any contracts, the amount paid to- date, the amount being requested and the balances due; (b) will A sources and uses document for each Project to be less than updated and submitted with each Draw Request, reflecting all financial sources (and evidence satisfactory to the sum EDA that such sources are available to pay for such Project) and uses, i.e. the amount paid to-date, the amount being requested, and the sources of funds and the costs remaining; (c) Copies of all written estimates from or signed agreements with the contractors who are the subject of the Draw Request; (d) A Draw Request (in the form attached hereto as Exhibit A) accompanied by: (i) Augmentation Grant Award plus unconditional written lien waivers for work done and materials supplied which were paid for pursuant to the previous Draw Request; and (ii) $1,000,000.00, along with documentation evidencing invoices or such other supporting evidence as may reasonably be requested by the portion EDA or Title to substantiate (a) all payments which are to be made out of the Project relevant Draw Request and (b) all payments then made with respect to the Projects. Costs previously paid directly by the Borrower may be reimbursed, through a Draw Request; provided that has been completed evidence of such payments satisfactory to Title and the portion EDA is provided to Title. Title shall obtain verbal approval from the EDA prior to disbursing each Draw Request. Prior to disbursing any Draw Requests, Title shall undertake a search for mechanics liens and provide an email notice to the EDA of the Project remaining to be completed (and the cost thereof) as of the date results of such certificate. Funding of the Disbursement. Provided that the conditions precedent have been reviewed and approved or waived by LAUSD, LAUSD shall use commercially reasonable efforts to wire the applicable Disbursement to an account specified and controlled by Developer within sixty (60) days of Developer’s timely and complete Application, which funds Developer shall thereafter use to pay for the Cost of the Project and for no other purposesearch.