Common use of Disbursement of Loan Clause in Contracts

Disbursement of Loan. (a) The Loan shall be disbursed by the Lender in such amounts and at such times prior to the termination of this Agreement as the Borrower may request on the terms of the remaining provisions of this clause 2.3. (b) Each disbursement of the Loan, shall be made subject to the Borrower satisfying or procuring the satisfaction of, to the fullest extent applicable, all conditions set out in clause 2.5 (Conditions) (together the “Conditions”) on the relevant Loan Disbursement Date and, in relation to Accordion only, the Lender having agreed to provide the Accordion to the Borrower and the Parties have executed and perfected the UCIL Securitization Agreement to the satisfaction of the Lender in accordance with the terms of this Agreement. (c) For the avoidance of doubt, the Lender shall not be obliged to transfer (or procure the transfer by the Paying Agent of) any amount of the Loan (other than the Initial Loan) to the Borrower or otherwise, unless all the Conditions have been satisfied and continue to be satisfied on the relevant Loan Disbursement Date. (d) Unless the Parties agree otherwise in writing in accordance with 2.3(a) above, the Lender shall (or shall procure that its Paying Agent shall) make the disbursements of the Initial Loan, provided that: (A) the Borrower has confirmed in writing that it is prepared to issue Conversion Shares in the amount of 20% of the capital of the Borrower (post-money) as soon as reasonably practicable and not later than within three (3) Business Day of the relevant disbursement of the Initial Loan; and (B) the Borrower has provided to the Lender a Warrant for 4.5% Shares in the Borrower. (e) If the Borrower wishes to draw any amount of the Loan, the Borrower shall give the Lender a request (each such request being an “Loan Tranche Request”) in writing specifying: (i) the amount of the Loan to be disbursed; (ii) the intended disbursement date, which shall be not less than five (5) Business Days following the date of the Lender’s receipt of the relevant Loan Tranche Request, unless the Parties agree otherwise; (iii) the recipient (the Borrower or any third-party recipient) and the relevant bank account details of the payment recipient; (iv) the purpose of the relevant payment; and (v) any additional details reasonably sufficient for the Lender to transfer the relevant amount of any of the Loan Tranches pursuant to such Loan Tranche Request, in any case, provided that: (A) the total amount of the Initial Loan disbursements shall not exceed the total amount of the Initial Loan, unless the Parties agree otherwise in writing; and (B) the total amount of all disbursements in relation to the Accordion shall not exceed USD 49,000,000 unless the Parties agree otherwise in writing. (f) Each Loan Tranche Request shall be irrevocable and oblige the Borrower to borrow the respective amount of the Loan on the terms of this Agreement. For the avoidance of doubt, there may be several Loan Tranche Requests up until the earlier of: (i) the Loan is disbursed by the Lender in full; or (ii) the date falling twenty-four (24) months after the date of this Agreement. (g) The Lender shall (or shall procure that its Paying Agent shall), within five (5) Business Days upon the Lender receiving the relevant Loan Tranche Request or on such other later reasonable date as the Borrower indicates in the Loan Tranche Request, disburse the amount of the Loan specified in the relevant Loan Tranche Request or such lower amount as the Parties may agree in writing to the bank account as notified in the relevant Loan Tranche Request, with value date as of the date of the disbursement (each such value date being the “Loan Disbursement Date”), in each case, subject to clause 2.5 (Conditions). (h) The obligation of the Lender to disburse the relevant amount of the Loan shall be deemed duly performed after the funds in the respective amount (including, for the avoidance of doubt, to cover the relevant Borrower’s expenses and/or costs) were duly debited from the bank account of the Lender, its Paying Agent and/or any other person acting on behalf of the Lender, as applicable. (i) The Parties hereby confirm and acknowledge that: (i) the Lender’s obligation to disburse the relevant amount of the Initial Loan pursuant to this clause 2.3 may be performed: (A) by transferring such amount to any third-party recipient indicated in the relevant Loan Tranche Request (including, for the avoidance of doubt, to pay the Borrower’s bills); and (B) by the Lender’s Paying Agent, and the disbursement of any amount of the Initial Loan as set out in clauses 2.3(i)(i)(A) and 2.3(i)(i)(B), as applicable, shall be deemed to be due fulfilment of the Lender’s obligation to disburse the respective amount of the Loan and shall be accounted and accepted in discharge of the Loan. Notwithstanding anything to the contrary, the Lender may, at its discretion and in lieu of the relevant disbursement of any amount of the Loan, finance some or all of the Borrower’s costs and/or expenses (including, for the avoidance of doubt, by paying to the Borrower’s suppliers). In this case, such payments shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreement; and (ii) any amounts of financing provided or caused to be provided by the Lender and/or its Paying Agent and/or any other person acting on behalf of the Lender, in each case to the Borrower, another person indicated by or on behalf of the Borrower or any other person as determined at the Lender’s sole discretion to cover any costs and/or expenses of the Borrower, shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreement.

Disbursement of Loan. PROCEEDS ----------------------------- 6.1 The obligation of the Bank to make disbursement of proceeds of the Loans to the Borrower for purposes of construction of the Improvements (the "Construction Disbursement") is subject to satisfaction of the following conditions precedent on or before each disbursement to the Borrower: (a) The Loan warranties and representations of the Borrower as contained in Section 3 hereof shall be disbursed by accurate and complete as of the Lender in such amounts and at such times prior to the termination of this Agreement as date that the Borrower may request on a disbursement of Loan proceeds from the terms of Bank (the remaining provisions of this clause 2.3."Requisition Date"); (b) Each disbursement The Borrower shall not be in default under any of the Loan, shall be made subject to the Borrower satisfying or procuring the satisfaction of, to the fullest extent applicable, all conditions set out covenants contained in clause 2.5 (Conditions) (together the “Conditions”) on the relevant Loan Disbursement Date and, in relation to Accordion only, the Lender having agreed to provide the Accordion to the Borrower and the Parties have executed and perfected the UCIL Securitization Agreement to the satisfaction Section 4 hereof as of the Lender in accordance with the terms of this Agreement.Requisition Date; (c) For All conditions precedent to the avoidance of doubt, the Lender shall not be obliged to transfer (or procure the transfer by the Paying Agent of) any amount making of the Loan (other than the Initial Loan) Loans as set forth in Section 5 hereof shall continue to the Borrower or otherwise, unless all the Conditions have been satisfied and continue to be satisfied on the relevant Loan Disbursement Date.Borrower shall have notified the Bank of any changes in the status thereof, which changes shall have been approved by the Bank; (d) Unless In addition, if requested by the Parties agree otherwise in writing in accordance with 2.3(a) above, the Lender shall (or shall procure that its Paying Agent shall) make the disbursements of the Initial Loan, provided that: (A) the Borrower has confirmed in writing that it is prepared to issue Conversion Shares in the amount of 20% of the capital of the Borrower (post-money) as soon as reasonably practicable and not later than within three (3) Business Day of the relevant disbursement of the Initial Loan; and (B) the Borrower has provided to the Lender a Warrant for 4.5% Shares in the Borrower. (e) If the Borrower wishes to draw any amount of the LoanBank, the Borrower shall give furnish the Lender a request (each such request being an “Loan Tranche Request”) Bank with the following, all of which shall be acceptable, in writing specifyingboth form and substance, to the Bank: (i) plans and specifications for the amount portion of the Loan Improvements to be disbursedso funded, including (but not limited to) an updated survey of the Premises showing the location of the Improvements constructed thereon as of the Requisition Date; (ii) affidavits and lien waivers from the intended disbursement date, which shall be not less Contractor and subcontractors and suppliers providing goods or services with a value greater than five or equal to Two Thousand Dollars (5$2,000.00) Business Days following sufficient to ensure that the date priority of the Lender’s receipt lien of the relevant Loan Tranche Request, unless the Parties agree otherwiseMortgages will not be subject to any mechanics' or materialmen's liens held by such Contractor or subcontractors; (iii) an endorsement to the recipient (title insurance policy theretofore delivered to the Bank insuring that the Bank has a valid first lien on the Premises up to at least the amount of Loan proceeds the Bank has then disbursed to the Borrower or any third-party recipient(including the requested disbursement) subject only to such matters and exceptions as are acceptable to the relevant bank account details of the payment recipientBank; (iv) the purpose an inspection of the relevant payment; and (v) any additional details reasonably sufficient for the Lender to transfer the relevant amount of any of the Loan Tranches pursuant to such Loan Tranche Request, in any case, provided that: (A) the total amount of the Initial Loan disbursements shall not exceed the total amount of the Initial Loan, unless the Parties agree otherwise in writing; and (B) the total amount of all disbursements in relation to the Accordion shall not exceed USD 49,000,000 unless the Parties agree otherwise in writing. (f) Each Loan Tranche Request shall be irrevocable and oblige the Borrower to borrow the respective amount of the Loan Improvements constructed on the terms of this Agreement. For the avoidance of doubt, there may be several Loan Tranche Requests up until the earlier of: (i) the Loan is disbursed Premises by the Lender in full; or Bank, or its architects, engineers or other representatives, at the Borrower's reasonable expense (ii) the date falling twenty-four (24) months after the date of this Agreement. (g) The Lender shall (or shall procure that its Paying Agent shall), to occur within five (5) Business Days upon business days from date of requisition), indicating (a) that the Lender receiving Improvements are being constructed in substantial compliance with the relevant Loan Tranche Request or on such other later reasonable date as the Borrower indicates Plans and Specifications and in the Loan Tranche Request, disburse a good and workmanlike manner; (b) that the amount of loan proceeds requested at the Requisition Date, together with amounts requested at earlier Requisition Dates and sums contributed by the Borrower, accurately reflect the status of the construction of the Improvements; and (c) that the undistributed proceeds of the Loans as of the Requisition Date will be sufficient to complete the construction of the Improvements; (v) the Borrower shall furnish the Bank with such other documents, opinions, certificates, evidence and other matters as may be requested by the Bank as conditions precedent to making the requested disbursement; and (e) The Loan specified Documents shall remain in full force and effect. 6.2 All requests for disbursements of Loan proceeds for purposes of construction of the relevant Loan Tranche Request Improvements shall be made on AIA Forms, or such lower amount as the Parties may agree in writing forms substantially similar to AIA forms and satisfactory to the bank account as notified in the relevant Loan Tranche RequestBank, with value date as of not less than ten (10) business days prior to the date of the disbursement requested disbursement, shall be made on forms approved by the Bank, with such detail and with such supplementary information as is acceptable to the Bank, and shall not be made more frequently than once per thirty (each such value date being the “Loan Disbursement Date”), in each case, subject to clause 2.5 (Conditions)30) day period. (h) 6.3 The obligation of the Lender Bank will make all disbursements pursuant to disburse the relevant amount of the Loan shall be deemed duly performed after the funds this Agreement to a commercial demand deposit account in the respective amount (includingBorrower's name at the Bank, for and the avoidance of doubt, Borrower agree to cover the relevant Borrower’s expenses and/or costs) were duly debited from the bank make all payments on account of the Lender, its Paying Agent and/or any other person acting on behalf construction of the Lender, as applicableImprovements from such account. 6.4 Upon receipt by the Bank of a disbursement request as set forth in Section 6.2, together with satisfactory evidence that the conditions precedent set forth in Section 6.1(i) through (iv) The Parties hereby confirm have been satisfied, the Bank shall make advances as construction progresses, in amounts equal to: (a) ninety percent (90%) of expenditures for labor performed and acknowledge that: (i) material supplied under the Lender’s obligation to disburse the relevant amount Construction Contract for construction of the Initial Loan pursuant to this clause 2.3 may be performed: Improvements in accordance with the Plans and Specifications during the period immediately preceding the advance, plus (Ab) by transferring such amount to any third-party recipient indicated in the relevant Loan Tranche Request one hundred percent (including, for the avoidance 100%) of doubt, to pay the Borrower’s bills); and (B) indirect construction costs actually paid or incurred by the Lender’s Paying AgentBorrower that have not been covered by previous advances. Indirect construction costs shall mean those costs related to the construction of the Improvements, other than the cost of labor and materials, and include, but are not limited to, title insurance premiums, permit fees, architect and engineering fees, legal fees, loan fees, taxes and interest during construction, but do not include any profit to the disbursement of Borrower or any amount affiliate thereof. 6.5 In the event the Bank shall reasonably determine that the actual direct and indirect costs to complete the construction of the Initial Loan as set out in clauses 2.3(i)(i)(A) and 2.3(i)(i)(B), as applicable, shall be deemed to be due fulfilment Improvements will exceed the proceeds of the Lender’s obligation to disburse the respective amount of the Loan and shall be accounted and accepted in discharge of the Loan. Notwithstanding anything to the contraryLoans available for advance, the Lender Bank may, at its discretion option, refuse to make or approve further disbursements and may require the Borrower to make a cash deposit of an amount equal to such excess with the Bank for disbursement in lieu accordance herewith. The Bank may commingle such deposited amounts with its own funds and such deposited amounts shall, if the Borrower is not in default hereunder beyond the applicable cure period, earn interest at then market rates. No Loan proceeds shall be advanced while amounts so deposited are available for disbursement. The deposit requirements of this paragraph are in addition to the relevant deposit or escrow requirements in the Mortgage and may be required repeatedly as the Bank reasonably determines is necessary. The Bank's waiver of this right on any occasion shall not affect its right to impose the requirement at another time. 6.6 The making of any disbursement of any amount part thereof by the Bank shall not be deemed an approval or acceptance by the Bank of work theretofore performed or materials theretofore furnished. 6.7 The Bank's obligation to disburse proceeds of the Loan, finance some or all of Loans for construction purposes shall terminate on the Borrower’s costs and/or expenses (including, for the avoidance of doubt, by paying to the Borrower’s suppliers). In this case, such payments shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreement; and (ii) any amounts of financing provided or caused to be provided by the Lender and/or its Paying Agent and/or any other person acting on behalf of the Lender, in each case to the Borrower, another person indicated by or on behalf of the Borrower or any other person as determined at the Lender’s sole discretion to cover any costs and/or expenses of the Borrower, shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this AgreementConversion Date.

Disbursement of Loan. Not less than ten days prior to each Disbursement requested by the Company, the Company shall supply the Director with a written request executed by the Company for a Disbursement, which request shall set forth the amount sought, shall constitute a covenant and affirmation of the Company that the warranties and conditions of this Agreement are being complied with, and that no Event of Default has occurred as of the Disbursement Date. Each request for a Disbursement shall be accompanied by a Cost Certification and, in addition, the Director shall receive an endorsement to the ALTA loan policy of title insurance described in Section 3.6(d) updating said policy to the Disbursement Date, without additional exceptions or objections except taxes and assessments not currently due and payable and such other matters as to which the Director may have consented. Provided the Director is satisfied that the Company has complied with the foregoing conditions, the Director shall make the Disbursement not to exceed the Loan Amount by delivering funds directly to the Company or at the direction of the Company, as determined by the Director in his sole discretion based on the Cost Certification in accordance with and subject to the following conditions: (a) The Loan Director shall be disbursed by the Lender in such amounts and at such times prior make no more than four (4) Disbursements with respect to the termination Project, the last of this Agreement as which shall occur not later than the Borrower may request Final Disbursement Date, and each Disbursement Date, at the Director's option, shall occur on the terms first day of the remaining provisions of this clause 2.3.calendar month following the Company's request for Disbursement submitted to the Director; (b) Each disbursement The amount of the Loan, each Disbursement shall be made subject equal to the Borrower satisfying or procuring the satisfaction lesser of, : (i) with respect to the fullest extent applicableinitial Disbursement; the Loan Amount, all conditions set out in clause 2.5 or (Conditionsii) (together with respect to Disbursements subsequent to the “Conditions”) on the relevant Loan Disbursement Date and, in relation to Accordion onlyinitial Disbursement, the Lender having agreed Loan Amount less the aggregate amount of all prior Disbursements, or (iii) 13.33% of Allowable Costs as disclosed by the Cost Certification, but in no event shall the Director be obligated to provide honor a request for Disbursement unless the Accordion amount thereof is equal to the Borrower and the Parties have executed and perfected the UCIL Securitization Agreement to the satisfaction of the Lender in accordance with the terms of this Agreement.or exceeds Two Hundred Fifty Thousand Dollars ($250,000); (c) For The Director shall cause the avoidance of doubt, the Lender shall not be obliged to transfer (or procure the transfer by the Paying Agent of) any amount of the Loan (other than the Initial Loan) to the Borrower or otherwise, unless all the Conditions have been satisfied and continue Note to be satisfied endorsed on the relevant Loan each Disbursement Date. (d) Unless the Parties agree otherwise in writing in accordance with 2.3(a) above, the Lender shall (or shall procure that its Paying Agent shall) make the disbursements of the Initial Loan, provided that: (A) the Borrower has confirmed in writing that it is prepared to issue Conversion Shares Date in the amount of 20% of the capital of the Borrower (post-money) as soon as reasonably practicable Disbursement, and not later than within three (3) Business Day of the relevant disbursement of the Initial Loan; and (B) the Borrower has provided to the Lender a Warrant for 4.5% Shares in the Borrower. (e) If the Borrower wishes to draw any amount of the Loan, the Borrower interest shall give the Lender a request (each such request being an “Loan Tranche Request”) in writing specifying: (i) the amount of the Loan to be disbursed; (ii) the intended disbursement date, which shall be not less than five (5) Business Days following the date of the Lender’s receipt of the relevant Loan Tranche Request, unless the Parties agree otherwise; (iii) the recipient (the Borrower or any third-party recipient) and the relevant bank account details of the payment recipient; (iv) the purpose of the relevant payment; and (v) any additional details reasonably sufficient for the Lender to transfer the relevant amount of any of the Loan Tranches pursuant to such Loan Tranche Request, in any case, provided that: (A) the total amount of the Initial Loan disbursements shall not exceed the total amount of the Initial Loan, unless the Parties agree otherwise in writing; and (B) the total amount of all disbursements in relation to the Accordion shall not exceed USD 49,000,000 unless the Parties agree otherwise in writing. (f) Each Loan Tranche Request shall be irrevocable and oblige the Borrower to borrow the respective amount of the Loan on the terms of this Agreement. For the avoidance of doubt, there may be several Loan Tranche Requests up until the earlier of: (i) the Loan is disbursed by the Lender in full; or (ii) the date falling twenty-four (24) months after the date of this Agreement. (g) The Lender shall (or shall procure that its Paying Agent shall), within five (5) Business Days upon the Lender receiving the relevant Loan Tranche Request or on such other later reasonable date as the Borrower indicates in the Loan Tranche Request, disburse the amount of the Loan specified in the relevant Loan Tranche Request or such lower amount as the Parties may agree in writing to the bank account as notified in the relevant Loan Tranche Request, with value date accrue thereon commencing as of the date of the disbursement (each such value date being the “Loan Disbursement Date”), in each case, subject to clause 2.5 (Conditions). (h) The obligation of the Lender to disburse the relevant amount of the Loan shall be deemed duly performed after the funds in the respective amount (including, for the avoidance of doubt, to cover the relevant Borrower’s expenses and/or costs) were duly debited from the bank account of the Lender, its Paying Agent and/or any other person acting on behalf of the Lender, as applicable. (i) The Parties hereby confirm and acknowledge that: (i) the Lender’s obligation to disburse the relevant amount of the Initial Loan pursuant to this clause 2.3 may be performed: (A) by transferring such amount to any third-party recipient indicated in the relevant Loan Tranche Request (including, for the avoidance of doubt, to pay the Borrower’s bills); and (B) by the Lender’s Paying Agent, and the disbursement of any amount of the Initial Loan as set out in clauses 2.3(i)(i)(A) and 2.3(i)(i)(B), as applicable, shall be deemed to be due fulfilment of the Lender’s obligation to disburse the respective amount of the Loan and shall be accounted and accepted in discharge of the Loan. Notwithstanding anything to the contrary, the Lender may, at its discretion and in lieu of the relevant disbursement of any amount of the Loan, finance some or all of the Borrower’s costs and/or expenses (including, for the avoidance of doubt, by paying to the Borrower’s suppliers). In this case, such payments shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreement; and (ii) any amounts of financing provided or caused to be provided by the Lender and/or its Paying Agent and/or any other person acting on behalf of the Lender, in each case to the Borrower, another person indicated by or on behalf of the Borrower or any other person as determined at the Lender’s sole discretion to cover any costs and/or expenses of the Borrower, shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreement.

Disbursement of Loan. (a) The Loan shall be disbursed upon completion of legal documentation or at any time at MBSB’s discretion and in the event that the Loan or part of it shall for whatsoever reason be unutilised after six (6) months from the date of the letter of offer issued by MBSB in which MBSB agrees to grant the Lender in such amounts and Loan (hereinafter called the “Letter of Offer”) MBSB shall be at such times prior liberty at its discretion to withdraw the termination of this Agreement as the Borrower may request on Loan or to vary the terms of the remaining provisions of this clause 2.3Loan. (b) Each disbursement MBSB shall be at liberty and is hereby expressly authorised by the Chargor(s) to advance or pay the whole of the Loan, shall be made subject Loan or such part or parts thereof to such person or persons as such times in such manner by such amounts and upon such contingencies and conditions as MBSB may in its absolute discretion decide and including to the Borrower satisfying Vendor/Developer named in the Sale and Purchase Agreement or procuring to existing chargee of the satisfaction ofSaid Property, to the fullest extent applicable, all conditions set out in clause 2.5 (Conditions) (together the “Conditions”) on the relevant Loan Disbursement Date andif any, in relation to Accordion only, the Lender having agreed to provide the Accordion to the Borrower and the Parties have executed and perfected the UCIL Securitization Agreement to the satisfaction of the Lender accordance with such undertakings which MBSB may give or require from such parties and/or by progressive releases in accordance with the terms Schedule of this Agreement. (c) For Payment set out in the avoidance of doubt, the Lender shall not be obliged to transfer (or procure the transfer by the Paying Agent of) any amount of the Loan (other than the Initial Loan) to the Borrower or otherwise, unless all the Conditions have been satisfied and continue to be satisfied on the relevant Loan Disbursement Date. (d) Unless the Parties agree otherwise in writing in accordance with 2.3(a) above, the Lender shall (or shall procure that its Paying Agent shall) make the disbursements of the Initial Loan, provided that: (A) the Borrower has confirmed in writing that Sale And Purchase Agreement AND it is prepared to issue Conversion Shares in the amount of 20% of the capital of the Borrower (post-money) hereby declared that such express authorisation as soon as reasonably practicable and not later than within three (3) Business Day of the relevant disbursement of the Initial Loan; and (B) the Borrower has provided to the Lender a Warrant for 4.5% Shares in the Borrower. (e) If the Borrower wishes to draw any amount of the Loan, the Borrower shall give the Lender a request (each such request being an “Loan Tranche Request”) in writing specifying: (i) the amount of the Loan to be disbursed; (ii) the intended disbursement date, which shall be not less than five (5) Business Days following the date of the Lender’s receipt of the relevant Loan Tranche Request, unless the Parties agree otherwise; (iii) the recipient (the Borrower or any third-party recipient) and the relevant bank account details of the payment recipient; (iv) the purpose of the relevant payment; and (v) any additional details reasonably sufficient for the Lender to transfer the relevant amount of any of the Loan Tranches pursuant to such Loan Tranche Request, in any case, provided that: (A) the total amount of the Initial Loan disbursements shall not exceed the total amount of the Initial Loan, unless the Parties agree otherwise in writing; and (B) the total amount of all disbursements in relation to the Accordion shall not exceed USD 49,000,000 unless the Parties agree otherwise in writing. (f) Each Loan Tranche Request aforesaid shall be irrevocable AND it is hereby expressly acknowledged agreed and oblige the Borrower to borrow the respective amount of the Loan on the terms of this Agreement. For the avoidance of doubt, there may be several Loan Tranche Requests up until the earlier of: (i) the Loan is disbursed confirmed by the Lender in full; or (iiChargor(s) the date falling twenty-four (24) months after the date of this Agreement. (g) The Lender shall (or shall procure that its Paying Agent shall), within five (5) Business Days upon the Lender receiving the relevant Loan Tranche Request or on all advances and payments to such other later reasonable date person or persons as the Borrower indicates in the Loan Tranche Request, disburse the amount of the Loan specified in the relevant Loan Tranche Request or such lower amount as the Parties may agree in writing to the bank account as notified in the relevant Loan Tranche Request, with value date as of the date of the disbursement (each such value date being the “Loan Disbursement Date”), in each case, subject to clause 2.5 (Conditions). (h) The obligation of the Lender to disburse the relevant amount of the Loan aforesaid shall be deemed duly performed after the funds in the respective amount (including, for the avoidance of doubt, to cover the relevant Borrower’s expenses and/or costs) were duly debited from the bank account of the Lender, its Paying Agent and/or any other person acting on behalf of the Lender, as applicable. (i) The Parties hereby confirm and acknowledge that: (i) the Lender’s obligation to disburse the relevant amount of the Initial Loan pursuant to this clause 2.3 may be performed: (A) by transferring such amount to any third-party recipient indicated in the relevant Loan Tranche Request (including, for the avoidance of doubt, to pay the Borrower’s bills); and (B) by the Lender’s Paying Agent, and the disbursement of any amount of the Initial Loan as set out in clauses 2.3(i)(i)(A) and 2.3(i)(i)(B), as applicable, shall all purposes whatsoever be deemed to be due fulfilment and form part of the Lendermoneys secured by and owing under this Charge and the acknowledgement on receipt of such person or persons shall be as good and sufficient and effective as if the same had been made or given by the Chargor(s) personally And it is hereby further irrevocably agreed and confirmed by the Chargor(s) that the Chargor(s) shall not be entitled to object to or to restrain such payments by MBSB PROVIDED THAT MBSB shall not be deemed to be the agent of the Chargor(s) in so disbursing the Loan. And where applicable and without prejudice to MBSB’s obligation powers rights herein conferred it is hereby expressly agreed between the parties hereto that in the event of any default on the part of the Vendor/Developer in honouring its obligations to disburse MBSB or any financial institutions or in the respective amount opinion of MBSB the Vendor/Developer and/or the Chargor(s) is/are in breach of the Sale And Purchase Agreement, MBSB shall be at liberty to withhold the disbursement of the Loan and shall be accounted and accepted in discharge of the Loan. Notwithstanding anything to the contrary, the Lender may, at its discretion and in lieu of the relevant disbursement of any amount of the Loan, finance some or all of the Borrower’s costs and/or expenses (including, for the avoidance of doubt, by paying to the Borrower’s suppliers). In this case, such payments shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreement; and (ii) any amounts of financing provided or caused to be provided by the Lender and/or its Paying Agent and/or any other person acting on behalf of the Lender, in each case to the Borrower, another person indicated by or on behalf of the Borrower or any other person as determined at the Lender’s sole discretion to cover any costs and/or expenses of the Borrower, shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreementpart or such parts thereof.

Disbursement of Loan. Loan proceeds will be disbursed as reimbursement for Remediation Project costs, as determined by LENDER (a) The Loan “Eligible Project Costs”). MRP may submit requests for reimbursement as needed, but no more frequently than once every month, which requests shall be disbursed by paid within ten (10) days after submittal to LENDER. Attached hereto as Exhibit “F” is the Lender in such amounts and at such times prior to the termination of this Agreement as the Borrower may request on the terms of the remaining provisions of this clause 2.3. project budget (b) Each disbursement of the Loan, shall be made subject to the Borrower satisfying or procuring the satisfaction of, to the fullest extent applicable, all conditions set out in clause 2.5 (Conditions) (together the “ConditionsProject Budget”) on the relevant Loan Disbursement Date and, in relation to Accordion only, the Lender having agreed to provide the Accordion to the Borrower and the Parties have executed and perfected the UCIL Securitization Agreement to the satisfaction of the Lender in accordance with the terms ). By execution of this Agreement. (c) For the avoidance of doubt, the Lender Parties approve the Project Budget as Eligible Project Costs. The COMMITTEE’S QEP shall not approve the Project Budget as Eligible Project Costs and deliver his written approval to LENDER. The Project Budget may be obliged to transfer (or procure the transfer amended as agreed by the Paying Agent of) any amount Parties and as approved by the COMMITTEE’S QEP. Any requests for reimbursement that are for amounts specified on the Project Budget attached as Exhibit “F” or as later amended shall be approved by LENDER as submitted. After exhaustion of the Loan entire Project Budget, after application of any remaining contingency amounts, MRP shall pay Eligible Project Costs that exceed the Project Budget up to a total of Two Hundred Thousand Dollars (other than $200,000) (the Initial Loan) to “Project Budget Commitment”). MRP shall deduct Eligible Project Costs from the Borrower or otherwise, unless all Project Budget Commitment only after MRP’S submittal of requests for approval of such payment by the Conditions have been satisfied COMMITTEE and continue to be satisfied on the relevant Loan Disbursement Date. (d) Unless the Parties agree otherwise in writing in accordance with 2.3(a) above, the Lender shall (or shall procure that its Paying Agent shall) make the disbursements of the Initial Loan, provided that: (A) the Borrower has confirmed in writing that it is prepared to issue Conversion Shares in the amount of 20% of the capital of the Borrower (post-money) as soon as reasonably practicable and not later than within three (3) Business Day of the relevant disbursement of the Initial Loan; and (B) the Borrower has provided to the Lender a Warrant for 4.5% Shares in the Borrower. (e) If the Borrower wishes to draw any amount of the Loan, the Borrower shall give the Lender a request (each such request being an “Loan Tranche Request”) in writing specifying: (i) the amount of the Loan to be disbursed; (ii) the intended disbursement dateCOMMITTEE’S QEP, which shall be made within 10 days after submittal. The LENDER will consider requests from MRP for reimbursement of Eligible Project Costs only if incurred after August 18, 2005 . The Parties recognize that MDEQ has not less than five yet approved the Remediation Project, but that there is work to be done at the Property that will comply with the VCP and/or the Cleanup Order when approved (5) Business Days following “Interim Work”). MRP may request reimbursement of Eligible Project Costs for Interim Work if MRP submits a letter from MDEQ recommending that the date Interim Work be done, indicating that such Interim Work is or should be part of the Lender’s receipt VCP or the Cleanup Order or is needed by MDEQ. Such requests for reimbursement of the relevant Loan Tranche Request, unless the Parties agree otherwise; (iii) the recipient (the Borrower or any third-party recipient) and the relevant bank account details of the payment recipient; (iv) the purpose of the relevant payment; and (v) any additional details reasonably sufficient Eligible Project Costs for the Lender to transfer the relevant amount of any of the Loan Tranches pursuant to such Loan Tranche Request, in any case, provided that: (A) the total amount of the Initial Loan disbursements shall not exceed the total amount of the Initial Loan, unless the Parties agree otherwise in writing; and (B) the total amount of all disbursements in relation to the Accordion shall not exceed USD 49,000,000 unless the Parties agree otherwise in writing. (f) Each Loan Tranche Request Interim Work shall be irrevocable and oblige handled using the Borrower to borrow procedure set forth in the respective amount of the Loan on the terms first paragraph of this Agreement. For the avoidance of doubt, there may be several Loan Tranche Requests up until the earlier of: (i) the Loan is disbursed by the Lender in full; or (ii) the date falling twenty-four (24) months after the date of this AgreementSection. (g) The Lender shall (or shall procure that its Paying Agent shall), within five (5) Business Days upon the Lender receiving the relevant Loan Tranche Request or on such other later reasonable date as the Borrower indicates in the Loan Tranche Request, disburse the amount of the Loan specified in the relevant Loan Tranche Request or such lower amount as the Parties may agree in writing to the bank account as notified in the relevant Loan Tranche Request, with value date as of the date of the disbursement (each such value date being the “Loan Disbursement Date”), in each case, subject to clause 2.5 (Conditions). (h) The obligation of the Lender to disburse the relevant amount of the Loan shall be deemed duly performed after the funds in the respective amount (including, for the avoidance of doubt, to cover the relevant Borrower’s expenses and/or costs) were duly debited from the bank account of the Lender, its Paying Agent and/or any other person acting on behalf of the Lender, as applicable. (i) The Parties hereby confirm and acknowledge that: (i) the Lender’s obligation to disburse the relevant amount of the Initial Loan pursuant to this clause 2.3 may be performed: (A) by transferring such amount to any third-party recipient indicated in the relevant Loan Tranche Request (including, for the avoidance of doubt, to pay the Borrower’s bills); and (B) by the Lender’s Paying Agent, and the disbursement of any amount of the Initial Loan as set out in clauses 2.3(i)(i)(A) and 2.3(i)(i)(B), as applicable, shall be deemed to be due fulfilment of the Lender’s obligation to disburse the respective amount of the Loan and shall be accounted and accepted in discharge of the Loan. Notwithstanding anything to the contrary, the Lender may, at its discretion and in lieu of the relevant disbursement of any amount of the Loan, finance some or all of the Borrower’s costs and/or expenses (including, for the avoidance of doubt, by paying to the Borrower’s suppliers). In this case, such payments shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreement; and (ii) any amounts of financing provided or caused to be provided by the Lender and/or its Paying Agent and/or any other person acting on behalf of the Lender, in each case to the Borrower, another person indicated by or on behalf of the Borrower or any other person as determined at the Lender’s sole discretion to cover any costs and/or expenses of the Borrower, shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreement.

Disbursement of Loan. (a) The Loan shall be disbursed upon completion of legal documentation or at any time at MBSB’s discretion and in the event that the Loan or part of it shall for whatsoever reason be unutilised after six (6) months of MBSB’s Letter of Offer (hereinafter called the “Letter of Offer”) MBSB shall be at liberty at its discretion to withdraw the Loan in which event the Chargor(s) and/or the Borrower(s) shall reimburse all costs, fees and expenses including legal fees incurred by the Lender in such amounts and at such times prior MBSB or to the termination of this Agreement as the Borrower may request on vary the terms of the remaining provisions of this clause 2.3Loan. (b) Each disbursement MBSB shall be at liberty and is hereby expressly authorised by the Chargor(s) and/or the Borrower(s) to advance or pay the whole of the Loan, shall be made subject Loan or such part or parts thereof to the Borrower satisfying such person or procuring the satisfaction of, to the fullest extent applicable, all persons as such times in such manner by such amounts and upon such contingencies and conditions set out as MBSB may in clause 2.5 (Conditions) (together the “Conditions”) on the relevant Loan Disbursement Date and, in relation to Accordion only, the Lender having agreed to provide the Accordion to the Borrower and the Parties have executed and perfected the UCIL Securitization Agreement to the satisfaction of the Lender its absolute discretion decide and/or by Progressive Releases in accordance with the terms Schedule of this Agreement. (c) For Payment set out in the avoidance of doubt, the Lender shall not be obliged to transfer (or procure the transfer by the Paying Agent of) any amount of the Loan (other than the Initial Loan) to the Borrower or otherwise, unless all the Conditions have been satisfied Sale and continue to be satisfied on the relevant Loan Disbursement Date. (d) Unless the Parties agree otherwise in writing in accordance with 2.3(a) above, the Lender shall (or shall procure that its Paying Agent shall) make the disbursements of the Initial Loan, provided that: (A) the Borrower has confirmed in writing that Purchase Agreement AND it is prepared to issue Conversion Shares in the amount of 20% of the capital of the Borrower (post-money) hereby declared that such express authorisations as soon as reasonably practicable and not later than within three (3) Business Day of the relevant disbursement of the Initial Loan; and (B) the Borrower has provided to the Lender a Warrant for 4.5% Shares in the Borrower. (e) If the Borrower wishes to draw any amount of the Loan, the Borrower shall give the Lender a request (each such request being an “Loan Tranche Request”) in writing specifying: (i) the amount of the Loan to be disbursed; (ii) the intended disbursement date, which shall be not less than five (5) Business Days following the date of the Lender’s receipt of the relevant Loan Tranche Request, unless the Parties agree otherwise; (iii) the recipient (the Borrower or any third-party recipient) and the relevant bank account details of the payment recipient; (iv) the purpose of the relevant payment; and (v) any additional details reasonably sufficient for the Lender to transfer the relevant amount of any of the Loan Tranches pursuant to such Loan Tranche Request, in any case, provided that: (A) the total amount of the Initial Loan disbursements shall not exceed the total amount of the Initial Loan, unless the Parties agree otherwise in writing; and (B) the total amount of all disbursements in relation to the Accordion shall not exceed USD 49,000,000 unless the Parties agree otherwise in writing. (f) Each Loan Tranche Request aforesaid shall be irrevocable AND it is hereby expressly acknowledge agreed and oblige the Borrower to borrow the respective amount of the Loan on the terms of this Agreement. For the avoidance of doubt, there may be several Loan Tranche Requests up until the earlier of: (i) the Loan is disbursed confirmed by the Lender in full; or (iiChargor(s) and/or the date falling twenty-four (24Borrower(s) months after the date of this Agreement. (g) The Lender shall (or shall procure that its Paying Agent shall), within five (5) Business Days upon the Lender receiving the relevant Loan Tranche Request or on all advances and payments to such other later reasonable date person or persons as the Borrower indicates in the Loan Tranche Request, disburse the amount of the Loan specified in the relevant Loan Tranche Request or such lower amount as the Parties may agree in writing to the bank account as notified in the relevant Loan Tranche Request, with value date as of the date of the disbursement (each such value date being the “Loan Disbursement Date”), in each case, subject to clause 2.5 (Conditions). (h) The obligation of the Lender to disburse the relevant amount of the Loan aforesaid shall be deemed duly performed after the funds in the respective amount (including, for the avoidance of doubt, to cover the relevant Borrower’s expenses and/or costs) were duly debited from the bank account of the Lender, its Paying Agent and/or any other person acting on behalf of the Lender, as applicable. (i) The Parties hereby confirm and acknowledge that: (i) the Lender’s obligation to disburse the relevant amount of the Initial Loan pursuant to this clause 2.3 may be performed: (A) by transferring such amount to any third-party recipient indicated in the relevant Loan Tranche Request (including, for the avoidance of doubt, to pay the Borrower’s bills); and (B) by the Lender’s Paying Agent, and the disbursement of any amount of the Initial Loan as set out in clauses 2.3(i)(i)(A) and 2.3(i)(i)(B), as applicable, shall all purposes whatsoever be deemed to be due fulfilment and form part of the Lendermoney secured by and owing under this Charge and the acknowledgement on receipt of such person or persons shall be as good and sufficient and effective as if the same had been made or given by the Chargor(s) and/or the Borrower(s) personally AND it is hereby further irrevocably agreed and confirmed by the Chargor(s) and/or the Borrower(s) that the Chargor(s) and/or the Borrower(s) shall not be entitled to object to or to restrain such payments by MBSB. And where applicable and without prejudice to MBSB’s obligation powers rights herein conferred it is hereby expressly agreed between the parties hereto that in the event of any default on the part of the Vendor/Developer in honouring its obligations to disburse MBSB or any financial institutions or in the respective amount opinion of MBSB the Vendor/Developer and/or the Chargor(s) and/or the Borrower(s) is/are in breach of the Sale And Purchase Agreement MBSB shall be at liberty to withhold the disbursement of the Loan and shall be accounted and accepted in discharge of the Loan. Notwithstanding anything to the contrary, the Lender may, at its discretion and in lieu of the relevant disbursement of any amount of the Loan, finance some or all of the Borrower’s costs and/or expenses (including, for the avoidance of doubt, by paying to the Borrower’s suppliers). In this case, such payments shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreement; and (ii) any amounts of financing provided or caused to be provided by the Lender and/or its Paying Agent and/or any other person acting on behalf of the Lender, in each case to the Borrower, another person indicated by or on behalf of the Borrower or any other person as determined at the Lender’s sole discretion to cover any costs and/or expenses of the Borrower, shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreementpart or such parts thereof.

Disbursement of Loan. (a) The Loan shall be disbursed by the Lender in such amounts and at such times prior to the termination of this Agreement as the Borrower may request on the terms of the remaining provisions of this clause 2.3. (b) Each disbursement of the Loan, shall be made subject to the Borrower satisfying or procuring the satisfaction of, to the fullest extent applicable, : (i) all conditions set out in clause 2.5 (Conditions) (together the “Conditions”) on the relevant Loan Disbursement Date Date; and, (ii) in relation to the Accordion only, the Lender having agreed to provide the Accordion to the Borrower and the Parties have executed and perfected the UCIL Securitization Agreement to the satisfaction of the Lender in accordance with the terms of this Agreement. (c) For the avoidance of doubt, the Lender shall not be obliged to transfer (or procure the transfer by the Paying Agent of) any amount of the Loan (other than the Initial Loan) to the Borrower or otherwise, unless all the Conditions have been satisfied and continue to be satisfied on the relevant Loan Disbursement Date. (d) Unless the Parties agree otherwise in writing in accordance with 2.3(a) above, the Lender shall (or shall procure that its Paying Agent shall) make the disbursements of the Initial Loan, provided that: (A) the Borrower has confirmed in writing that it is prepared to issue Conversion Shares in the amount of 20% of the capital of the Borrower (post-money) as soon as reasonably practicable and not later than within three (3) Business Day of the relevant disbursement of the Initial Loan; and (B) the Borrower has provided to the Lender a Warrant for 4.5% Shares in the Borrower. (e) If the Borrower wishes to draw any amount of the Loan, the Borrower shall give the Lender a request (each such request being an “Loan Tranche Request”) in writing specifying: (i) the relevant Loan and amount of the that Loan to be disbursed; (ii) the intended disbursement date, which shall be not less than five (5) Business Days following the date of the Lender’s receipt of the relevant Loan Tranche Request, unless the Parties agree otherwise; (iii) the recipient (the Borrower or any third-party recipient) and the relevant bank account details of the payment recipient; (iv) the purpose of the relevant payment; and (v) any additional details reasonably sufficient for the Lender to transfer the relevant amount of any of the Loan Tranches pursuant to such Loan Tranche Request, in any case, provided that: (A) the total amount of the Initial Loan disbursements shall not exceed the total amount of the Initial Loan, unless the Parties agree otherwise in writing; and; (B) the total amount of all disbursements in relation to the Accordion shall not exceed USD 49,000,000 unless the Parties agree otherwise in writing; and (C) the total amount of all disbursements in relation to the Additional Accordion shall not exceed USD 100,000,000 unless the Parties agree otherwise in writing. (f) Each Loan Tranche Request shall be irrevocable and oblige the Borrower to borrow the respective amount of the Loan on the terms of this Agreement. For the avoidance of doubt, there may be several Loan Tranche Requests up until the earlier of: (i) the Loan is disbursed by the Lender in full; or; (ii) in relation to the Initial Loan and the Accordion, the date falling twenty-four (24) months after the date of this Agreement; or (iii) in relation to the Additional Accordion, the date falling twenty-four (24) months after the date of the 2nd Amendment and Restatement Agreement. (g) The Lender shall (or shall procure that its Paying Agent shall), within five (5) Business Days upon the Lender receiving the relevant Loan Tranche Request or on such other later reasonable date as the Borrower indicates in the Loan Tranche Request, disburse the amount of the Loan specified in the relevant Loan Tranche Request or such lower amount as the Parties may agree in writing to the bank account as notified in the relevant Loan Tranche Request, with value date as of the date of the disbursement (each such value date being the “Loan Disbursement Date”), in each case, subject to clause 2.5 (Conditions). (h) The obligation of the Lender to disburse the relevant amount of the Loan shall be deemed duly performed after the funds in the respective amount (including, for the avoidance of doubt, to cover the relevant Borrower’s expenses and/or costs) were duly debited from the bank account of the Lender, its Paying Agent and/or any other person acting on behalf of the Lender, as applicable. (i) The Parties hereby confirm and acknowledge that: (i) the Lender’s obligation to disburse the relevant amount of the Initial Loan pursuant to this clause 2.3 may be performed: (A) by transferring such amount to any third-party recipient indicated in the relevant Loan Tranche Request (including, for the avoidance of doubt, to pay the Borrower’s bills); and (B) by the Lender’s Paying Agent, and the disbursement of any amount of the Initial Loan as set out in clauses 2.3(i)(i)(A) and 2.3(i)(i)(B), as applicable, shall be deemed to be due fulfilment of the Lender’s obligation to disburse the respective amount of the Loan and shall be accounted and accepted in discharge of the Loan. Notwithstanding anything to the contrary, the Lender may, at its discretion and in lieu of the relevant disbursement of any amount of the Loan, finance some or all of the Borrower’s costs and/or expenses (including, for the avoidance of doubt, by paying to the Borrower’s suppliers). In this case, such payments shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreement; and (ii) any amounts of financing provided or caused to be provided by the Lender and/or its Paying Agent and/or any other person acting on behalf of the Lender, in each case to the Borrower, another person indicated by or on behalf of the Borrower or any other person as determined at the Lender’s sole discretion to cover any costs and/or expenses of the Borrower, shall be accounted and accepted in discharge of the amounts of the Loan to be disbursed by the Lender under this Agreement.