Common use of Disbursement Requests Clause in Contracts

Disbursement Requests. (a) After the Initial Loan Disbursement, the Borrower shall have the right from time to time, no more frequently than once per calendar month (or at such more frequent intervals as may be agreed by the Disbursement Agent in its sole discretion), to submit to the Disbursement Agent and the Administrative Agent a request for the disbursement of funds from the Construction Disbursement Account (in accordance with Section 4.2) substantially in the form of Exhibit A (a “Disbursement Request”), together with the exhibits and attachments thereto, no later than ten (10) Business Days prior to the date on which Borrower desires Disbursement Agent to make the requested Disbursement; (b) The Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Administrative Agent in accordance with this Section 4.1.1. Disbursement Requests shall be acted on as follows: 18 (i) Within five (5) Business Days of the submission of a Disbursement Request to the Disbursement Agent, time being of the essence, the Administrative Agent shall either (A) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request to the extent in compliance with this Agreement including each applicable condition set forth in Section 4.1.2, (B) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request in part, in the event that the Administrative Agent reasonably determines that a portion of such Disbursement Request is not in compliance with this Agreement, but the remainder of such Disbursement Request is in compliance with this Agreement (in which case the Administrative Agent’s written notice to the Disbursement Agent and Borrower shall specify in reasonable detail any portion of such Disbursement Request that is not approved and the reasons why such portion has not been approved), or (C) provide written notice to the Disbursement Agent and Borrower that it will not approve such Disbursement Request because such Disbursement Request is not in compliance with this Agreement (which notice shall specify in reasonable detail the reasons why such Disbursement Request is not in compliance with this Agreement). (ii) Within five (5) Business Days of receiving an approval of the Disbursement Request (or any portion thereof) from the Administrative Agent, the Disbursement Agent shall instruct the Account Bank to make the Disbursements requested in any Disbursement Request (or in the case of clause (i)(B) above, the portion of such Disbursement Request approved by the Administrative Agent) that satisfies each of the conditions set forth in Section 4.1.2); Notwithstanding the foregoing, in the event that the Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the making of the requested Disbursement, the Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Disbursement Agent shall use commercially reasonable efforts to review such supplemental Disbursement Request within the time period set forth above. In the event that the Disbursement Agent approves only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify the Borrower thereof, (B) revise (to the extent it reasonably is able to do so and with the Borrower’s consent, which may be provided electronically) or request that the Borrower revise the Disbursement Request to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm and approve the requested Disbursement Request after making the required revisions (or receiving from the Borrower the revised Disbursement Request). (c) Such Disbursement shall be made in the amount specified in such approved Disbursement Request from the Construction Disbursement Account to the Borrower Account, as specified in such Disbursement Request; provided, however, notwithstanding the foregoing, any amounts specified by Borrower in such approved Disbursement Request for payment to a Contractor may made directly from the Construction Disbursement Account to the applicable Borrower-specified Contractor. 19 4.1.2

Disbursement Requests. The Loan proceeds (awhich in the aggregate shall not exceed $5,000,000) After the Initial Loan Disbursement, the Borrower shall have the right from time to time, no more frequently than once per calendar month (or at such more frequent intervals as may be agreed disbursed on a Category by the Disbursement Agent in its sole discretion), to submit to the Disbursement Agent and the Administrative Agent a request for the disbursement of funds from the Construction Disbursement Account (Category basis in accordance with Section 4.2) substantially the Approved Budget and subject to the terms and conditions hereof solely for the purposes of funding Eagle Crest Project Construction Costs. Draws shall be funded only upon Borrower's written request in the form of attached hereto as Exhibit A G-1 (a “"Disbursement Request”)") showing all costs which Borrower intends to fund with such Draw, together itemized in such detail as the Lender may reasonably require, accompanied in each case by (i) an Application and Certificate for Payment (AIA Documents G702 and G703) or other document acceptable to the Lender containing certifications of the Contractor and the Engineer, that construction which has been competed as of the date of the Disbursement Request has been completed in accordance with the exhibits Construction Plans, (ii) invoices and attachments theretolien releases satisfactory to the Lender, including, in any event, partial lien releases executed by each contractor and subcontractor who has received any payment for work performed, and (iii) all other documents and information reasonably required by the Lender. Disbursement Requests shall be submitted in duplicate no later less than ten five (105) Business Days prior to the date on which Borrower desires Disbursement Agent to make of the requested Disbursement; (b) The Borrower Draw, and shall not be entitled submitted more often than monthly. Notwithstanding anything to the contrary contained herein, except as provided in clause (c) below, in no event shall the Lender have any obligation to fund a Draw with respect to any Disbursement unless and until Category if such Draw, when taken in the aggregate with all prior Draws would exceed the amount originally set forth in the Approved Budget for such Category. Further, notwithstanding anything herein to the contrary, the Lender may, in its absolute discretion, fund Draws from time to time, in the absence of a final, executed Disbursement Request, with all exhibits to pay the Lender fees and attachments thereto, has been properly completed interest on the Loan and submitted to make payments reasonably deemed advisable by the Disbursement Agent and Lender to protect the Administrative Agent in accordance with this Section 4.1.1. Disbursement Requests shall be acted on as follows: 18 (i) Within five (5) Business Days of the submission of a Disbursement Request to the Disbursement Agent, time being of the essenceCollateral Property, the Administrative Agent shall either (A) provide written notice Bolsa Chica Project or the Lender's interests under any Loan Document or any LOC Document and to the Disbursement Agent and fulfill any obligation of Borrower hereunder, including under Section 13.3 that it approves such Disbursement Request to the extent in compliance with this Agreement including each applicable condition set forth in Section 4.1.2, (B) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request in part, in the event that the Administrative Agent reasonably determines that a portion of such Disbursement Request is not in compliance with this Agreement, but the remainder of such Disbursement Request is in compliance with this Agreement (in which case the Administrative Agent’s written notice to the Disbursement Agent and Borrower shall specify in reasonable detail any portion of such Disbursement Request that is not approved and the reasons why such portion has not been approved), or (C) provide written notice to the Disbursement Agent and Borrower that it will not approve such Disbursement Request because such Disbursement Request is not in compliance with this Agreement (which notice shall specify in reasonable detail the reasons why such Disbursement Request is not in compliance with this Agreement). (ii) Within five (5) Business Days of receiving an approval of the Disbursement Request (or any portion thereof) from the Administrative Agent, the Disbursement Agent shall instruct the Account Bank to make the Disbursements requested in any Disbursement Request (or in the case of clause (i)(B) above, the portion of such Disbursement Request approved by the Administrative Agent) that satisfies each of the conditions set forth in Section 4.1.2); Notwithstanding the foregoing, in the event that the Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the making of the requested Disbursement, the Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Disbursement Agent shall use commercially reasonable efforts to review such supplemental Disbursement Request within the time period set forth above. In the event that the Disbursement Agent approves only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify the Borrower thereof, (B) revise (to the extent it reasonably is able to do so and with the Borrower’s consent, which may be provided electronically) or request that the Borrower revise the Disbursement Request to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm and approve the requested Disbursement Request after making the required revisions (or receiving from the Borrower the revised Disbursement Request). (c) Such Disbursement shall be made in the amount specified in such approved Disbursement Request from the Construction Disbursement Account to the Borrower Account, as specified in such Disbursement Request; provided, however, notwithstanding the foregoing, any amounts specified by Borrower in such approved Disbursement Request for payment to a Contractor may made directly from the Construction Disbursement Account to the applicable Borrower-specified Contractor. 19 4.1.2timely fulfilled.

Disbursement Requests. (a) After the Initial Loan Disbursement, the Borrower The Issuer shall have the right from time to time, no more frequently than once per calendar month (or at such more frequent intervals as may be agreed by time during the Disbursement Agent in its sole discretion), Construction Period to submit to the Disbursement Agent and the Administrative Agent a request for the disbursement of funds from the Construction Disbursement Account (in accordance with Section 4.2) substantially in the form of Exhibit A EXHIBIT C-1 hereto (a “"CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a Construction Disbursement Request”, each a "DISBURSEMENT REQUEST"), together with the exhibits and attachments attached thereto, no later than ten as further described below. The Disbursement Agent shall comply with any Disbursement Request that satisfies each of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible (10and in any event: (i) within two (2) Business Days prior after the Disbursement Agent receives a Disbursement Request relating solely to the date on which Borrower desires Barge Construction Contract; or (ii) within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the Construction Period to submit to the Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the requirements set forth in this SECTION 4.2. The Disbursement Agent and the Independent Construction Consultant shall promptly review the preliminary Disbursement Request and advise the Issuer of any discrepancies, disputes or missing or incomplete information with respect thereto necessary to make the requested Disbursement; (b) preliminary Disbursement Request a conforming Disbursement Request. The Borrower Issuer shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Administrative Agent Independent Construction Consultant in accordance with this Section 4.1.1SECTION 4.2. Each preliminary Disbursement Requests Request shall be acted on clearly labeled as follows: 18 (i) Within five (5) Business Days such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the top of the submission first page, and in lieu of a Disbursement Request to the Disbursement Agent, time being of the essence, the Administrative Agent shall either (A) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request to the extent in compliance with this Agreement including each applicable condition set forth in Section 4.1.2, (B) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request in part, in the event that the Administrative Agent reasonably determines that a portion of such Disbursement Request is not in compliance with this Agreement, but the remainder of such Disbursement Request is in compliance with this Agreement (in which case the Administrative Agent’s written notice to the Disbursement Agent and Borrower shall specify in reasonable detail any portion of such Disbursement Request that is not approved and the reasons why such portion has not been approved), or (C) provide written notice to the Disbursement Agent and Borrower that it will not approve such Disbursement Request because such Disbursement Request is not in compliance with this Agreement (which notice shall specify in reasonable detail the reasons why such Disbursement Request is not in compliance with this Agreement). (ii) Within five (5) Business Days of receiving an approval of the Disbursement Request (or any portion thereof) from the Administrative Agent, the Disbursement Agent shall instruct the Account Bank to make the Disbursements requested in any Disbursement Request (or in the case of clause (i)(B) above, the portion of such Disbursement Request approved by the Administrative Agent) that satisfies each of the conditions set forth in Section 4.1.2); Notwithstanding the foregoing, in the event that the Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the making of the requested Disbursement, the Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Disbursement Agent shall use commercially reasonable efforts to review such supplemental Disbursement Request within the time period set forth above. In the event that the Disbursement Agent approves only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify the Borrower thereof, (B) revise (to the extent it reasonably is able to do so and with the Borrower’s consent, which may be provided electronically) or request that the Borrower revise the Disbursement Request to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm and approve the requested Disbursement Request after making the required revisions (or receiving from the Borrower the revised Disbursement Request). (c) Such Disbursement shall be made in the amount specified in such approved Disbursement Request from the Construction Disbursement Account to the Borrower Account, as specified in such Disbursement Request; provided, however, notwithstanding the foregoing, any amounts specified by Borrower in such approved Disbursement Request for payment to a Contractor may made directly from the Construction Disbursement Account to the applicable Borrower-specified Contractor. 19 4.1.2Premier's signature.

Disbursement Requests. (a) After As costs are incurred towards completion of the Initial Loan DisbursementTheater Phase throughout the Term of this Agreement, the Borrower shall have the right from time to time, no more frequently than once per calendar month Contracting Party may submit payment requests (or at such more frequent intervals as may be agreed by the each a “Disbursement Agent in its sole discretion), to submit to the Disbursement Agent and the Administrative Agent Request”) on a request twice-monthly basis for the disbursement of funds from the Construction Project Disbursement Account (in accordance with Section 4.2) substantially in Fund. Such Disbursement Requests shall be submitted using the form of attached hereto as Exhibit A “E” (a the “Disbursement RequestRequest Form”), ) and shall be sent to City Manager or his designee (the “City Disbursement Review Officer”) and Xxxxx Xxxxx (the “County Disbursement Review Officer,” and together with the exhibits City Disbursement Review Officer, collectively, the “Disbursement Review Officers”) with a copy to the Disbursing Agent. Any such submission may contain reference to information available for inspection at the offices of the Contracting Party. The Disbursement Review Officers shall promptly review each Disbursement Request and attachments thereto, no later than in all cases either approve or reject such request within ten (10) Business Days prior to the date on which Borrower desires Disbursement Agent to make the requested Disbursement; (b) The Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with days after submission. If all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Administrative Agent in accordance with this Section 4.1.1. Disbursement Requests shall be acted on as follows: 18 (i) Within five (5) Business Days of the submission or part of a Disbursement Request to is approved, each Disbursement Review Officer shall promptly forward the Disbursement Agent, time being of the essence, the Administrative Agent shall either (A) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request to the extent in compliance with this Agreement including each applicable condition set forth in Section 4.1.2, (B) provide written notice to the Disbursement Disbursing Agent and Borrower that it approves the Contracting Party indicating such approval or partial approval. If there is a rejection of all or part of a Disbursement Request in partRequest, in the event that the Administrative Agent reasonably determines that a accepted portion of such Disbursement Request is not in compliance with this Agreement, but the remainder of such Disbursement Request is in compliance with this Agreement (in which case the Administrative Agent’s written notice to the Disbursement Agent and Borrower shall specify in reasonable detail any portion of such Disbursement Request that is not approved and the reasons why such portion has not been approved), or (C) provide written notice to the Disbursement Agent and Borrower that it will not approve such Disbursement Request because such Disbursement Request is not in compliance with this Agreement (which notice shall specify in reasonable detail the reasons why such Disbursement Request is not in compliance with this Agreement). (ii) Within five (5) Business Days of receiving an approval of the Disbursement Request (or any shall be processed as provided in this Agreement and the rejected portion thereof) from the Administrative Agent, the Disbursement Agent shall instruct the Account Bank will be returned to make the Disbursements requested in any Disbursement Request (or in the case of clause (i)(B) above, the portion of such Disbursement Request approved by the Administrative Agent) that satisfies each of the conditions set forth in Section 4.1.2); Notwithstanding the foregoing, in the event that the Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the making of the requested Disbursement, the Borrower may revise and resubmit such Disbursement Request to the Disbursement Disbursing Agent and the Disbursement Agent shall use commercially Contracting Party within thirty (30) business days after the date of submission with a reasonable efforts to review such supplemental Disbursement Request within the time period set forth above. In the event that the Disbursement Agent approves only a portion and detailed explanation of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify the Borrower thereof, (B) revise (to the extent it reasonably is able to do so and with the Borrower’s consent, which may be provided electronically) or request that the Borrower revise the Disbursement Request to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm and approve the requested Disbursement Request after making the required revisions (or receiving from the Borrower the revised Disbursement Request). (c) Such Disbursement shall be made in the amount specified in such approved Disbursement Request from the Construction Disbursement Account to the Borrower Account, as specified in such Disbursement Requestrejection; provided, however, notwithstanding the foregoing, any amounts specified by Borrower in that it shall not be reasonable to reject a submission based solely upon insufficient information if such approved Disbursement Request for payment to a Contractor may information was specifically made directly from the Construction Disbursement Account available to the applicable Borrower-specified Contractor. 19 4.1.2Disbursement Review Officers for review at the offices of the Contracting Party as permitted above.

Disbursement Requests. The proceeds of the Loans shall be disbursed from time to time by Bondowner Representative to or for the account of Borrower only in accordance with, and upon the satisfaction of the conditions precedent contained herein and in the Disbursement Agreement, including, with respect to each Disbursement, the delivery of a Requisition (as defined below) signed by Borrower and approved in writing by Bondowner Representative; provided that, prior to each Disbursement, Bondowner Representative agrees to provide two (2) days’ advance notice to Trustee of the aggregate principal amount of the Loans then proposed to be disbursed. The requisite approval of any Requisition for a Disbursement shall only be given in accordance with this Agreement and shall be subject to the prior satisfaction of all of the conditions precedent to such Disbursement contained in this Agreement and the Disbursement Agreement, including, but not limited to, Sections 4.1, 4.2, and 4.3 hereof, as the case may be. The proceeds of the Loans (and all funds now or hereafter on deposit in the Disbursement Agreement) shall be disbursed on a line-item by line-item basis in accordance with the Approved Budget and subject to Section 3.11 hereof. In no event shall Bondowner Representative have any obligation to consent to any disbursement on account of any item if the amount to be disbursed on account of that item, when taken in the aggregate with all amounts previously disbursed on account of that item, exceeds the amount allocated to such item in the Approved Budget (as may be reallocated from time to time in accordance with Section 3.3 below and subject to Section 6.4 hereof). Disbursements shall be made only upon Borrower’s written request in the form attached hereto as Exhibit ”E” (a “Requisition”) showing all costs which Borrower intends to fund with such Disbursement, itemized in such detail as Bondowner Representative may reasonably require, accompanied in each case by (a) After an Application and Certificate for Payment (AIA Documents G702 and G703), or other document acceptable to Bondowner Representative containing certifications by Contractor and Architect that construction to the Initial Loan date of the Disbursement Request is in accordance with the Plans and all recommendations contained in any approved soils report, (b) invoices and lien releases satisfactory to Bondowner Representative including in any event partial lien releases executed by each contractor and subcontractor who has received any payment for work performed, (c) CLTA 122 endorsements to the Title Policy in form and substance satisfactory to Bondowner Representative and Lender, and (d) all other documents and information reasonably required by the Lender and Bondowner Representative. Disbursement requests shall be submitted in duplicate no less than five (5) Banking Days prior to the date of the requested Disbursement, and shall not be submitted more often than once monthly. Borrower agrees to deliver or cause to be delivered to the Borrower Issuer and the Trustee a copy of each Requisition, including all attachments describing the Project Costs to be paid from the then requested Disbursement. Bondowner Representative shall have make available to the right Issuer and the Trustee, upon reasonable written request and at the cost and expense of the Borrower, copies of the attachments accompanying each Disbursement request in its possession and agrees to maintain copies of such items so long as it remains the holder of the Bonds. Upon any transfer of the Bonds in accordance with the terms of the Bond Documents and the Loan Documents, Bondowner Representative shall transfer all of its records relating to Disbursement requests, including all related attachments, provided that Bondowner Representative shall be permitted to retain copies thereof for its permanent records. Notwithstanding the foregoing, Bondowner Representative may, in its reasonable discretion, make Disbursements (with prior notice to Trustee as aforesaid accompanied by a list of the Disbursements to be made) from time to time, no more frequently than once per calendar month (or at such more frequent intervals as may be agreed by the Disbursement Agent in its sole discretion), to submit to the Disbursement Agent and the Administrative Agent a request for the disbursement of funds from the Construction Disbursement Account (in accordance with Section 4.2) substantially in the form of Exhibit A (a “Disbursement Request”), together with the exhibits and attachments thereto, no later than ten (10) Business Days prior to the date on which Borrower desires Disbursement Agent to make the requested Disbursement; (b) The Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Administrative Agent in accordance with this Section 4.1.1. Disbursement Requests shall be acted on as follows: 18 (i) Within five (5) Business Days of the submission absence of a Disbursement Request request, to pay Issuer, Lender and/or Bondowner Representative fees and interest on the Disbursement Agent, time being Loans [or fees and settlement payments in respect of the essence, the Administrative Agent shall either (A) provide written notice to the Disbursement Agent and Borrower Swap Agreement] from funds allocated for that it approves such Disbursement Request to the extent in compliance with this Agreement including each applicable condition set forth in Section 4.1.2, (B) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request in part, purpose in the event that the Administrative Agent reasonably determines that a portion of such Disbursement Request is not in compliance with this AgreementApproved Budget, but the remainder of such Disbursement Request is in compliance with this Agreement (in which case the Administrative Agent’s written notice to the Disbursement Agent and Borrower shall specify in reasonable detail any portion of such Disbursement Request that is not approved and the reasons why such portion has not been approved), or (C) provide written notice to the Disbursement Agent and Borrower that it will not approve such Disbursement Request because such Disbursement Request is not in compliance with this Agreement (which notice shall specify in reasonable detail the reasons why such Disbursement Request is not in compliance with this Agreement). (ii) Within five (5) Business Days of receiving an approval of the Disbursement Request (or any portion thereof) from the Administrative Agent, the Disbursement Agent shall instruct the Account Bank to make payments reasonably deemed advisable by Bondowner Representative to protect the Disbursements requested in Property or Lender’s and/or Bondowner Representative’s interests under any Disbursement Request (or in the case Loan Document, and to fulfill any reimbursement obligation of clause (i)(B) above, the portion of such Disbursement Request approved by the Administrative Agent) that satisfies each of the conditions set forth in Section 4.1.2); Notwithstanding the foregoing, in the event that the Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the making of the requested Disbursement, the Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Disbursement Agent shall use commercially reasonable efforts to review such supplemental Disbursement Request within the time period set forth above. In the event that the Disbursement Agent approves only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify the Borrower thereof, (B) revise (to the extent it reasonably is able to do so and with the Borrower’s consent, which may be provided electronically) or request that the Borrower revise the Disbursement Request to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm and approve the requested Disbursement Request after making the required revisions (or receiving from the Borrower the revised Disbursement Request). (c) Such Disbursement shall be made in the amount specified in such approved Disbursement Request from the Construction Disbursement Account to the Borrower Account, as specified in such Disbursement Request; provided, however, notwithstanding the foregoing, any amounts specified by Borrower in such approved Disbursement Request for payment to a Contractor may made directly from the Construction Disbursement Account to the applicable Borrower-specified Contractor. 19 4.1.2under

Disbursement Requests. (a) After the Initial Loan DisbursementSeller may, the Borrower shall have the right from time to time, no more frequently than once per calendar month (or at such more frequent intervals as may be agreed by the deliver to Escrowee written instructions requesting a Disbursement Agent in its sole discretion), to submit to the Disbursement Agent and the Administrative Agent a request for the disbursement of funds from the Construction Disbursement Account (in accordance with Section 4.2) substantially in the form of attached hereto as Exhibit A (each, a “Disbursement Request”), together with the exhibits and attachments thereto, no later than ten (10) Business Days prior to the date on which Borrower desires Disbursement Agent to make the requested Disbursement; (b) The Borrower shall not be entitled to any Disbursement unless and until a final, executed . With each Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Administrative Agent in accordance with this Section 4.1.1. Disbursement Requests Seller shall be acted on as followssubmit: 18 (i) Within five all invoices, statements and other documentation (5collectively, the “Payment Documentation”) Business Days evidencing the amount of the submission of a Disbursement Request to and the Disbursement Agent, time being of the essence, the Administrative Agent shall either (A) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request to the extent in compliance with this Agreement including each applicable condition set forth in Section 4.1.2, (B) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request in part, in the event that the Administrative Agent reasonably determines that a portion payment of such Disbursement Request is not in compliance with this Agreementamount, but the remainder of such Disbursement Request is in compliance with this Agreement (in which case the Administrative Agent’s written notice to the Disbursement Agent and Borrower shall specify in reasonable detail any portion of such Disbursement Request that is not approved and the reasons why such portion has not been approved), or (C) provide written notice to the Disbursement Agent and Borrower that it will not approve such Disbursement Request because such Disbursement Request is not in compliance with this Agreement (which notice shall specify in reasonable detail the reasons why such Disbursement Request is not in compliance with this Agreement). (ii) a written confirmation or certificate from the LEP retained with respect to the Remediation Work performed to date is properly done and compliant with the Transfer Act, as defined in the Amendment (the “Compliance Certificate”), and (iii) all applicable conditional and final lien waivers and releases (collectively, the “Lien Waivers”) executed by the LEP retained with respect to the Remediation Work performed to date in form required by applicable law. The Payment Documentation, the Compliance Certificate and the Lien Waivers submitted with each Disbursement Request shall collectively be referred to as the “Supporting Documentation”. Concurrently with delivering the Disbursement Request and the Supporting Documentation to Escrowee, Seller shall deliver a copy of the same to the Owner for review and approval. Within five three (53) Business Days of receiving an approval business days after receipt of the Disbursement Request (or any portion thereof) from the Administrative Agentand Supporting Documentation, the Disbursement Agent Owner shall instruct provide the Account Bank to make Seller and Escrowee with written notice (the Disbursements requested in any Disbursement Request (or in the case of clause (i)(B“Objection Notice”) above, the portion of such Disbursement Request approved by the Administrative Agent) that satisfies each of the conditions set forth in Section 4.1.2); Notwithstanding the foregoing, in the event stating either that the Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to Owner agrees with the making of the requested Disbursement, the Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Disbursement Agent shall use commercially reasonable efforts to review such supplemental Disbursement Request within the time period set forth above. In the event that the Disbursement Agent approves only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review amount of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies requested in the Disbursement Request, but and in such event the amount of the Disbursement requested in the Disbursement Request otherwise conforms to shall be immediately released to, or at the requirements of this Agreementorder of, the Seller, or, if the Owner disputes any portion of the Disbursement Agent shall (A) notify requested in the Borrower thereofDisbursement Request, (B) revise (to the extent it reasonably or is able to do so and not otherwise satisfied with the Borrower’s consentSupporting Documentation, which may the Objection Notice shall set forth the same in detail, and in such event only the non-disputed amount of the Disbursement shall be provided electronicallyreleased to, or at the order of, Seller and Escrowee shall retain the disputed amount until it has received notice of resolution of such dispute from Seller and Owner or Escrowee shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Absent receipt of an Objection Notice from the Owner within three (3) or request that the Borrower revise business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall be deemed to remove have agreed with the request for amount of the disapproved payment and/or rectify any errors or inaccuracies Disbursement requested in the Disbursement Request, and (C) confirm and approve in such event the amount of the Disbursement requested in the Disbursement Request after making the required revisions (or receiving from the Borrower the revised Disbursement Request). (c) Such Disbursement shall be made in immediately released to, or at the amount specified in such approved Disbursement Request from order of, the Construction Disbursement Account to the Borrower Account, as specified in such Disbursement Request; provided, however, notwithstanding the foregoing, any amounts specified by Borrower in such approved Disbursement Request for payment to a Contractor may made directly from the Construction Disbursement Account to the applicable Borrower-specified Contractor. 19 4.1.2Seller.

Disbursement Requests. (a) After the Initial Loan Disbursement, the The Borrower shall have the right from time to time, no more frequently than once per calendar month month, (or at such more frequent intervals the estimated draw schedule for which, as may set forth in the Project Budget, may, for the avoidance of doubt, be agreed varied by Borrower subject to the Disbursement Agent in its sole discretionprovisions of Section 6 hereof), to submit to the Disbursement Agent and the Administrative Agent a request for the disbursement of funds from the Construction Disbursement Project Company Funds Account (in accordance with Section 4.2) substantially in the form of Exhibit A (a “Disbursement Request”), together with the exhibits and attachments attached thereto, no later than ten as further described below. Notwithstanding the above, the Borrower shall submit a Disbursement Request hereunder only on dates on which it concurrently submits (10and is permitted to submit) Business Days prior a Disbursement Request pursuant to the terms of the Building Loan Disbursement Agreement; provided, however, that such requirement shall not apply from and after the date on which Borrower desires that all funds to be disbursed pursuant to the terms of the Building Loan Disbursement Agent to make the requested Disbursement; (b) Agreement shall have been fully disbursed. The Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Administrative Agent Construction Consultant in accordance with this Section 4.1.14.1. For clarification, disbursements with respect to Project Costs made on the Closing Date shall be made pursuant to procedures approved by the Disbursement Agent. Disbursement Requests shall be acted on as follows: 18 (i) Within five (5) Business Days of the submission of a Disbursement Request to the Disbursement Agent, time being of the essence, the Administrative Agent shall either (A) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request to the extent in compliance with this Agreement including each applicable condition set forth in Section 4.1.2, (B) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request in part, in the event that the Administrative Agent reasonably determines that a portion of such Disbursement Request is not in compliance with this Agreement, but the remainder of such Disbursement Request is in compliance with this Agreement (in which case the Administrative Agent’s written notice to the Disbursement Agent and Borrower shall specify in reasonable detail any portion of such Disbursement Request that is not approved and the reasons why such portion has not been approved), or (C) provide written notice to the Disbursement Agent and Borrower that it will not approve such Disbursement Request because such Disbursement Request is not in compliance with this Agreement (which notice shall specify in reasonable detail the reasons why such Disbursement Request is not in compliance with this Agreement). (ii) Within five (5) Business Days of receiving an approval of the Disbursement Request (or any portion thereof) from the Administrative Agent, the Disbursement Agent shall instruct the Account Bank to make the Disbursements requested in any Disbursement Request (or in the case of clause (i)(B) above, the portion of such Disbursement Request approved by the Administrative Agent) that satisfies each of the conditions set forth in Section 4.1.2); Notwithstanding the foregoing, in the event that the Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the making of the requested Disbursement, the Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Disbursement Agent shall use commercially reasonable efforts to review such supplemental Disbursement Request within the time period set forth above. In the event that the Disbursement Agent approves only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, but the Disbursement Request otherwise conforms to the requirements of this Agreement, the Disbursement Agent shall (A) notify the Borrower thereof, (B) revise (to the extent it reasonably is able to do so and with the Borrower’s consent, which may be provided electronically) or request that the Borrower revise the Disbursement Request to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm and approve the requested Disbursement Request after making the required revisions (or receiving from the Borrower the revised Disbursement Request). (c) Such Disbursement shall be made in the amount specified in such approved Disbursement Request from the Construction Disbursement Account to the Borrower Account, as specified in such Disbursement Request; provided, however, notwithstanding the foregoing, any amounts specified by Borrower in such approved Disbursement Request for payment to a Contractor may made directly from the Construction Disbursement Account to the applicable Borrower-specified Contractor. 19 4.1.2: