Common use of Disbursements Clause in Contracts

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credit.

Disbursements. The Issuer will notify (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, the “Tenant Improvements”); and (ii) leasing commissions incurred by Borrower in connection with any Lease, provided that (x) such leasing commissions are reasonable and customary for properties similar to the Property and the Administrative Agent promptly portion of the presentment Property for payment of any Letter of Credit issued by the Issuerwhich such leasing commission is due, together with notice of the date (the “Disbursement Date”y) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the proceeds tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the Loansrequirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall be deemed to have timely given not make a Notice of Borrowing pursuant to Section 2.3 to request for disbursement from the Administrative Agent, requesting Reserve more frequently than once in any calendar quarter. (f) Borrower shall not make a Borrowing of Base Rate Loans on request for disbursement from the date on which such drawing is honored and Reserve in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuerlesser of (i) shall$5,000, in accordance with Section 2.3.1and (ii) the total cost of the Replacement, make available its pro rata share of such Borrowing to Tenant Improvement or Leasing Commission for which the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditdisbursement is requested.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such each Letter of Credit and this Agreement, upon presentment under any Letter of Credit to the Issuer thereof for payment, such Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit on the date designated for such payment (the “Disbursement Date”). Such Issuer will promptly notify the relevant Borrower and each of the Lenders of the presentment for payment of any such Letter of Credit, together with notice of the Disbursement Date thereof. Prior to 1:00 p.m.12:00 noon, New York City timeApplicable Time, on the first next Business Day following the Disbursement Date, the relevant Borrower will reimburse the Administrative Agent, for the account of such Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to Credit, together with all interest accrued thereon since the Disbursement Date. To the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementdoes not receive payment in full, together with interest thereon on behalf of the relevant Issuer on the Disbursement Date, the relevant Borrower’s Reimbursement Obligation shall accrue interest, payable on demand, at a an annual rate per annum equal to the Alternate Base Reference Rate then in effect for Base Rate Loans (with through the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from first Business Day following the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein and equal to the contrary, however, unless sum of the Reference Rate plus 0.50% thereafter. In the event the relevant Borrower shall have notified fails to notify the Administrative Agent and the relevant Issuer prior to 1:00 P.M. (New York City time) p.m., Applicable Time, on the Business Day immediately preceding the date of such drawing Disbursement Date that the relevant Borrower intends to reimburse pay the Issuer Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds other than the proceeds of the Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Borrower prior to 1:00 p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer must for any reason return or disgorge such reimbursement), the Administrative Agent shall promptly notify the Lenders, and the relevant Borrower shall be deemed to have timely given a Notice timely Borrowing Request as of Borrowing pursuant the Disbursement Date for Loans in an aggregate principal amount equal to such Reimbursement Obligation and the Lenders (other than the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2), make Loans in the amount of such Reimbursement Obligation as provided in Section 2.3 3.1; provided that for the purpose of determining the availability of any unused Total Commitment Amount immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Loans deemed requested by the relevant Borrower as provided in the preceding sentence shall not be satisfied at the time of such deemed request, each Lender (including the relevant Issuer) shall pay to the Administrative Agent, requesting a Borrowing as funding of Base Rate Loans on its participation interest pursuant to Section 3.2.1 in the date on which such drawing is honored related Letter of Credit, its Percentage of the related Reimbursement Obligation, and in an amount equal the Administrative Agent shall promptly pay to the amount of such drawing less amounts, if any, applied, or required relevant Issuer the amounts so received by it from the Lenders. If a Lender makes a payment pursuant to be applied, this subsection to reimburse the an Issuer pursuant to the second sentence in respect of this Section 2.6.2. Each Lender any Reimbursement Obligation (other than by funding Loans as contemplated above), (i) such payment will not constitute a Loan and will not relieve the Issuerrelevant Borrower of its Reimbursement Obligation and (ii) shall, in accordance with Section 2.3.1, make available such Lender will be subrogated to its pro rata share of the relevant Issuer’s claim against such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer Borrower for the amount payment of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditReimbursement Obligation.

Disbursements. The Issuer Lender will notify the Borrower and Borrower, promptly upon the Administrative Agent promptly Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, Lender for all amounts which the Issuer Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementCredit, together with interest thereon at a rate per annum equal to the Alternate Base Weighted Average Term Debt Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. reimbursement (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each “Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such drawDisbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereinherein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The An Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior Not later than 1:00 p.m. on (i) a Disbursement Date, if the Borrower shall have received notice of such Disbursement prior to 1:00 p.m.10:00 a.m. on such Disbursement Date, New York City time, on or (ii) the first Business Day immediately following the a Disbursement Date, if such notice is received after 10:00 a.m. on such Disbursement Date, the Borrower will reimburse such Issuer directly in full for such Disbursement. Each such reimbursement shall be made in immediately available funds together (in the Administrative Agentcase of a reimbursement made on such immediately following Business Day, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 3.2 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of provided that if such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing reimbursement is not made when due pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than , then the Issuer) shall, interest rates set forth in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which 3.2.2 shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such drawapply. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereinherein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein applicable Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the Borrower shall not have reimbursed such amount in full to such Issuer pursuant to this Section 2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and unconditionally pay in same day funds to the Administrative Agent for the account of such Issuer the amount of such Revolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative Agent, and the Administrative Agent so notifies the Revolving Loan Lenders prior to 2:00 p.m., on any Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2:00 p.m. on the day of receipt, payment shall be made on the immediately following Business Day). If and to the extent such Revolving Loan Lender shall not have so made its Revolving Loan Percentage of the amount of such payment available to the applicable Issuer, such Revolving Loan Lender agrees to pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuer, at the Federal Funds Rate.

Disbursements. The Issuer will (a) At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days [by 11:00 a.m. Cleveland time] for such disbursement to be made at the Adjusted LIBOR Rate), the Agent shall notify the Borrower and the Administrative Agent promptly each Lender of the presentment for payment of any Letter of Credit issued proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the IssuerAgent), together the amount of such Lender’s Percentage of such disbursement (with notice of the date (the respect to such Lender, such amount being referred to herein as an “Disbursement DateAdvance”) such payment shall be made in immediately available funds not later than 11:00 a.m. (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City Cleveland time) on the Business Day immediately preceding date such disbursement is to be made (such date being referred to herein as a “Funding Date”). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrowers agree to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (A) in the case of such drawing that Lender, the Borrower intends Federal Funds Effective Rate, and (B) in the case of Borrowers, the interest rate applicable at the time to reimburse a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrowers shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. (b) Requests by the Issuer Agent for funding by the amount Lenders of such drawing with funds other than the proceeds disbursements of the LoansLoan will be made by facsimile. Each Lender shall make its Advance available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not later than Noon (Cleveland time) on the Borrower Funding Date. Nothing in this Section 20.4 shall be deemed to have timely given a Notice relieve any Lender of Borrowing pursuant its obligation hereunder to Section 2.3 to the Administrative Agentmake any Advance on any Funding Date, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to nor shall any Lender be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer responsible for the amount failure of such draw. Without limiting in any way other Lender to perform its obligations to make any Advance hereunder, and the foregoing and notwithstanding anything Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated perform its obligation to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditmake any Advances hereunder.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly (a) At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to each date a disbursement of the presentment Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Cleveland time for payment any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender of any Letter of Credit issued the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the IssuerAgent), together the amount of such Lender’s Percentage of such disbursement (with notice of the date (the respect to such Lender, such amount being referred to herein as an “Disbursement DateAdvance”) such payment shall be made in immediately available funds not later than 11:00 a.m. (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City Cleveland time) on the Business Day immediately preceding date such disbursement is to be made (such date being referred to herein as a “Funding Date”). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such drawing that Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrower intends shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to reimburse Borrower such corresponding amount in same day funds. (b) Requests by the Issuer Agent for funding by the amount Lenders of such drawing with funds other than the proceeds disbursements of the LoansLoan will be made by facsimile. Each Lender shall make its Advance available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not later than Noon (Cleveland time) on the Borrower Funding Date. Nothing in this Section 25.4 shall be deemed to have timely given a Notice relieve any Lender of Borrowing pursuant its obligation hereunder to Section 2.3 to the Administrative Agentmake any Advance on any Funding Date, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to nor shall any Lender be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer responsible for the amount failure of such drawany other Lender to perform its obligations to make any Advance hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make any Advances hereunder. (c) As soon as practical Agent will promptly forward to each Lender copies of the Draw Request documents described in Sections 12.3(a), (b) and (d), and cause the Lender’s Consultant to forward to each Lender a copy of the Lender’s Consultant’s most recent inspection. Without limiting in Delivery of the Draw Request documents and the Lender’s Consultant’s inspection report shall not be a condition to funding any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditAdvance.

Disbursements. The Issuer will notify (i) Administrative Agent may, on behalf of Term Lenders, disburse funds to the Borrower and the for Term Loans requested. Each Term Lender shall reimburse Administrative Agent promptly of the presentment on demand for payment all funds disbursed on its behalf by Administrative Agent, or if Administrative Agent so requests, each Term Lender will remit to Administrative Agent its Commitment Percentage of any Letter of Credit issued Loan before Administrative Agent disburses same to the Borrower. If Administrative Agent elects to require that each Term Lender make funds available to Administrative Agent prior to disbursement by Administrative Agent to the IssuerBorrower, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with advise each Term Lender by telephone or fax of the amount of such Term Lender’s Commitment Percentage of the Loan requested by the Borrower no later than the Business Day prior to the scheduled Borrowing date applicable thereto, and each such Term Lender shall pay Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions Term Lender’s Commitment Percentage of such Letter of Credit and this Agreementrequested Loan, the Issuer shall make such payment in same day funds, by wire transfer to the beneficiary Administrative Agent’s account as set forth on Administrative Agent’s signature page hereto no later than 1:00 p.m. (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, ) on the first such scheduled Borrowing date. If any Term Lender fails to pay its Commitment Percentage within one (1) Business Day following the Disbursement Date, the Borrower will reimburse the after Administrative Agent’s demand, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementshall promptly notify the Borrower, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless and the Borrower shall have notified immediately repay such amount to Administrative Agent. Any repayment required pursuant to this subsection 1.11(a) shall be without premium or penalty. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 1.11, shall be deemed to require Administrative Agent and to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Administrative Agent or Borrower may have against any Term Lender as a result of any default by such Term Lender hereunder. (ii) Revolver Agent may, on behalf of Revolving Lenders, disburse funds to the Issuer Borrower for Loans requested. Each Revolving Lender shall reimburse Revolver Agent on demand for all funds disbursed on its behalf by Revolver Agent, or if Revolver Agent so requests, each Revolving Lender will remit to Revolver Agent its Commitment Percentage of any Loan before Revolver Agent disburses same to the Borrower. If Revolver Agent elects to require that each Revolving Lender make funds available to Revolver Agent prior to disbursement by Revolver Agent to the Borrower, Revolver Agent shall advise each Revolving Lender by telephone or fax of the amount of such Revolving Lender’s Commitment Percentage of the Loan requested by the Borrower no later than 1:00 P.M. p.m. (New York City time) on the scheduled Borrowing date applicable thereto, and each such Revolving Lender shall pay Revolver Agent such Revolving Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Revolver Agent’s account on such scheduled Borrowing date. If any Revolving Lender fails to pay its Commitment Percentage within one (1) Business Day immediately preceding after Revolver Agent’s demand, Revolver Agent shall promptly notify the date of such drawing that Borrower, and the Borrower intends shall immediately repay such amount to reimburse Revolver Agent. Any repayment required pursuant to this subsection 1.11(a) shall be without premium or penalty. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the Issuer for other Loan Documents, including the amount remaining provisions of such drawing with funds other than the proceeds of the LoansSection 1.11, the Borrower shall be deemed to have timely given a Notice require Revolver Agent to advance funds on behalf of Borrowing pursuant any Revolving Lender or to Section 2.3 relieve any Revolving Lender from its obligation to the Administrative fulfill its Commitments hereunder or to prejudice any rights that Revolver Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in Borrower may have against any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Revolving Lender as set forth herein upon each Disbursement a result of a Letter of Creditany default by such Revolving Lender hereunder.

Disbursements. The Each Issuer will notify the Borrower and the Administrative Agent in writing promptly of the presentment for payment of any Letter of Credit issued by the such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:00 a.m., New York City Central time, on the first Disbursement Date (or 11:00 a.m., Central time, on the Business Day following the Disbursement Date if the Borrower shall have received such notice after 10:00 a.m. on the Disbursement Date), the Borrower will reimburse the Administrative Agent, for the account of Issuer, applicable Issuer for all amounts which the Issuer it has disbursed under or in respect of such Letter of Credit Credit. In the event the applicable Issuer is not reimbursed by the Borrower on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Lenders shall, on the terms and subject to the extent that conditions of this Agreement, fund the amounts Reimbursement Obligation therefor by making, on deposit with the Administrative Agent are insufficient to satisfy such disbursementnext Business Day, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained which are ABR Loans as Base Rate Loans accruing on provided in Section 2.1 (the Borrower being deemed to have given a timely Borrowing Notice therefor for such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary); provided, however, unless for the Borrower shall have notified purpose of determining the Administrative Agent and availability of the Issuer Revolving Loan Commitments to make Revolving Loans immediately prior to 1:00 P.M. (New York City time) on giving effect to the Business Day immediately preceding the date application of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the such Revolving Loans, the Borrower such Reimbursement Obligation shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required not to be applied, to reimburse outstanding at such time. To the extent the applicable Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, is not reimbursed in full in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agentpreceding sentences, the proceeds Borrower’s Reimbursement Obligation shall accrue interest at the Applicable Rate, plus a margin of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereintwo percent (2%) per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditpayable on demand.

Disbursements. The Issuer will notify (a) IFC shall request remittance by the Borrower and the Administrative Agent promptly Participant on account of the presentment for payment Relevant Participation (in an aggregate amount up to the full amount of any Letter of Credit issued by the Issuer, together with Relevant Participation) only as needed to meet B Loan Disbursements to the Company. IFC shall give the Participant not less than three (3) Business Days' notice of the date (the “Disbursement Date”) when any such payment shall be made (each such payment, a “Disbursement”)remittance is due. The Administrative Agent Participant shall apply all funds then on deposit with remit the Administrative Agent pursuant amount specified in the said notice to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.Northern Trust International Banking Corporation, New York City (or such other bank in New York as IFC may notify the Participant from time to time, ) for credit to IFC's account on or before 11:00 a.m. (New York time) on the first Business Day following date specified in the said notice for value that date. Provided that the funds are received by IFC in good time on the date so specified, then unless any event occurs which would justify IFC in not making the relevant Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent Company, IFC shall disburse those funds as part of the relevant B Loan Disbursement for value the same day that they are remitted to IFC by the amounts on deposit Participant. (b) Upon receipt from Northern Trust International Banking Corporation (or such other bank as aforesaid) of advice that IFC's account has been credited with such remittance and after having effected the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal relevant Disbursement to the Alternate Base Rate then Company, IFC shall, if so requested by the Participant, deliver to the Participant a receipt substantially in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through form of Annex A, dated the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent Disbursement and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for in the amount of such drawing remittance. After the final Disbursement of the B Loan or cancellation of the undisbursed portion thereof, the Participant may request IFC to deliver to the Participant a Participation Certificate substantially in the form of Annex B, in the aggregate amount of all such remittances made to IFC by the Participant hereunder and disbursed by IFC to the Company. IFC shall then deliver such Participation Certificate to the Participant which shall return to IFC any receipts previously delivered to the Participant evidencing such remittances. (c) All Disbursements of the B Loan shall be made as set out in Section 3.2 of the Special Conditions of the IFC Investment Agreement and pro rata with funds other Disbursements of the A Loan (as provided in such Section 3.2). IFC shall request remittances from each of the Participants to meet each B Loan Disbursement in proportion (as nearly as practicable) to the amounts of their respective Participations. The Participant acknowledges that IFC may however make a B Loan Disbursement on a relevant Disbursement date even if the amount disbursed is less than the proceeds full aggregate amount whose remittance was requested by IFC, due to the fact that (for whatever reason) not all of the LoansParticipants have remitted their funds in time. (d) At the request of the Participant on or after September 30, 2000, IFC shall cancel the Borrower shall be deemed right of the Company to have timely given a Notice request Disbursements in respect of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing undisbursed portion of Base Rate Loans on the date on B Loan which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly represented by the Administrative Agent to reimburse undisbursed portion of the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditRelevant Participation.

Disbursements. The Issuer will notify (a) Subject to Section 3.03 and Article IV, the Borrower and Loan shall be disbursed by EBRD from time to time on any Business Day during the Administrative Agent promptly Commitment Period in one or more Disbursements upon request of the presentment Borrower, provided that there shall be no more than 24 Disbursements. The Borrower may request a Disbursement by submitting to EBRD an original application for payment such Disbursement, in the form of any Letter Exhibit A and in substance satisfactory to EBRD, at least ten Business Days prior to the proposed date of Credit issued by such Disbursement. Such application shall, unless EBRD otherwise agrees, be irrevocable and binding on the Issuer, together with notice Borrower. (b) Disbursements (other than a Disbursement of the date (entire undisbursed amount of the “Disbursement Date”Loan) such payment shall be made in amounts of not less than EUR 350,000. (c) The proceeds of the Loan shall be used by the Borrower to finance up to 10.54 % of the contract value (VAT exclusive) of each procurement contract specified in Schedule 3 (Procurement Plan) hereto or any other contract agreed by EBRD provided that such paymentcontract: (i) was not awarded based on the nationality of the tenderer, or the country of origin, or foreign content of the goods criteria, and (ii) has not been awarded to a “Disbursement”). The Administrative Agent shall apply all funds then supplier, contractor or consultant or any sub-supplier, sub-contractor or sub-consultant included on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 EBRD’s list of persons or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required entities ineligible to be reawarded an EBRD-deposited financed contract or for EBRD funding, as such list may be found on EBRD’s website. If the aggregate amount of all Disbursements made under any such Section. Subject to the terms Loan and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, utilised by the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit in accordance with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amountthis Section 3.02(c) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for is lower than the amount of such drawing the Loan, EBRD will work together with funds other than the proceeds Borrower to devise possible ways for the Borrower to utilise the undrawn portion of the LoansLoan which was not cancelled or suspended, subject to EBRD obtaining all applicable internal approvals and provided that the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditCommitment Period has not expired.

Disbursements. The Issuer will notify Upon the Borrower occurrence of an Event of Default, Lender shall have the right, but not the obligation, to disburse and directly apply the Administrative Agent promptly proceeds of any Subsequent Advance to the satisfaction of any of Borrower's obligations hereunder, and any Subsequent Advance by Lender for such purpose shall be considered part of the presentment Loan and shall be secured by the Security Documents. Borrower hereby authorizes Lender to hold, use, disburse and apply the Loan for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject costs and expenses incident to the terms and provisions of such Letter of Credit and this AgreementLoan, the Issuer shall make such payment to the beneficiary (any Pledged Intervals or its designee) of such Letter of Credit. Prior to 1:00 p.m.any Resort, New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date payment or performance of such drawing that the any obligation of Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than hereunder. Borrower hereby assigns, pledges and grants a security interest in the proceeds of the LoansLoan to Lender for such purposes. Upon the occurrence of an Event of Default, (a) Lender may advance and incur such reasonable expenses as Lender deems necessary to preserve the Borrower shall be deemed to have timely given a Notice Pledged Interval or any Resort, and any other security for the Loan, and such expenses, even though in excess of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amountsthe Loan, if anyshall be secured by the Security Documents, appliedand shall be payable to Lender on demand, or required and (b) Lender may disburse any portion of any Subsequent Advance at any time, and from time to be appliedtime, to reimburse persons other than Borrower for the Issuer pursuant purposes specified in this Section 6.5 irrespective of the provisions of Section 2.1 hereof, and the amount of Subsequent Advances to which Borrower would thereafter otherwise be entitled shall be correspondingly reduced. In addition to the second sentence foregoing, and whether or not an Event of this Section 2.6.2. Each Lender (other than Default has occurred hereunder, Lender, whether or not requested to do so by Borrower shall have the Issuer) shallright, in accordance with Section 2.3.1but not the obligation, make available its pro rata share of such Borrowing to the Administrative Agent, disburse and directly apply the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything Subsequent Advance to the contrary contained herein, payment of (a) the Borrower hereby acknowledges costs and agrees that it shall be obligated fees of the Escrow Agent (if applicable); and (b) all reasonable fees and expenses of internal and external counsel to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditLender.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B3.2.1(b)(C), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate interest rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such drawdraw notwithstanding (I) that the amount of such Borrowing may not comply with the minimum amount of Borrowings otherwise required hereunder, (II) whether any conditions specified in Section 5.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure of any such deemed request for a Borrowing to be made by the time otherwise required in Section 2.1, (V) the date of such Borrowing (provided that such date must be a Business Day), or (VI) any termination of the Commitments immediately prior to such Borrowing or contemporaneously therewith. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credit.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such each Pro-Rata Letter of Credit and this Agreement, upon presentment under any Pro-Rata Letter of Credit to the Issuer thereof for payment, such Issuer shall make such payment to the beneficiary (or its designee) of such Pro-Rata Letter of Credit on the date designated for such payment (the "Disbursement Date"). Such Issuer will promptly notify Micro and each of the Lenders of the presentment for payment of any such Pro-Rata Letter of Credit, together with notice of the Disbursement Date thereof. Prior to 1:00 p.m.12:00 noon, New York City Eastern time, on the first next Business Day following the Disbursement Date, the Borrower Micro will reimburse the Administrative Agent, for the account of such Issuer, for all amounts which the Issuer has disbursed under such Pro-Rata Letter of Credit to Credit, together with all interest accrued thereon since the Disbursement Date. To the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementdoes not receive payment in full, together with on behalf of the relevant Issuer on the Disbursement Date, Micro's Pro-Rata Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the Alternate Base Reference Rate then in effect for Base Rate Loans (with plus 1/2 of 1% per annum, payable on demand. In the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant event Micro fails to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified notify the Administrative Agent and the relevant Issuer prior to 1:00 P.M. (New York City p.m., Eastern time) , on the Business Day immediately preceding Disbursement Date that Micro intends to pay the date Administrative Agent, for the account of such drawing that the Borrower intends to reimburse the Issuer Issuer, for the amount of such drawing with funds other than the proceeds of the Pro-Rata Revolving Loans, or the Borrower Administrative Agent does not receive such reimbursement payment from Micro prior to 1:00 p.m., Eastern time on the Disbursement Date (or if the relevant Issuer must for any reason return or disgorge such reimbursement), the Administrative Agent shall promptly notify the Lenders, and Micro shall be deemed to have timely given a Notice timely Borrowing Request as of Borrowing pursuant the Disbursement Date for Pro-Rata Revolving Loans in an aggregate principal amount equal to Section 2.3 such Pro-Rata Reimbursement Obligation and the Lenders (including the relevant Issuer) shall, on the terms and subject to the Administrative Agentconditions of this Agreement (including, requesting a Borrowing without limitation, Sections 6.1 and 6.2 hereof), make Pro-Rata Revolving Loans in the amount of Base such Pro-Rata Reimbursement Obligation which shall be Reference Rate Loans as provided in Section 3.1; provided, however, that for the purpose of determining the availability of any unused Total Credit Commitment Amount immediately prior to giving effect to the application of the proceeds of such Pro-Rata Revolving Loans, such Pro-Rata Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Pro-Rata Revolving Loans deemed requested by Micro as provided in the preceding sentence shall not be satisfied at the time of such deemed request, the Lenders (including the relevant Issuer) shall make demand loans on such date for the benefit of Micro, ratably, in accordance with their respective Percentages, which loans shall: (a) aggregate in principal amount an amount equal to the applicable Pro-Rata Reimbursement Obligations; (b) be applied solely to the prompt satisfaction of such Pro-Rata Reimbursement Obligations; (c) be payable by Micro upon demand; and (d) accrue interest on the unpaid principal amount thereof from (and including) the date on which such drawing demand loan is honored and made until the date such loan is paid by Micro in an amount full, at a rate per annum equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditReference Rate plus 2% per annum.

Disbursements. The Each Issuer will notify the Revolving Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “Disbursement Date”a "DISBURSEMENT DATE") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.10:00 a.m., New York City San Francisco time, on the first Business Day following the Disbursement Date, the Revolving Borrower will reimburse the Administrative Agent, for the account of Issuer, applicable Issuer for all amounts which the Issuer it has disbursed or is required to disburse under such the Letter of Credit to on such date. To the extent that the amounts on deposit applicable Issuer is not reimbursed in full in accordance with the Administrative Agent are insufficient to satisfy such disbursementTHIRD SENTENCE of this Section, together with the Revolving Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the Alternate Base Rate then in effect for through and including the first Business Day after the Disbursement Date, and thereafter at a fluctuating rate equal to the Alternate Base Rate Loans (with the Applicable Margin for plus a margin of 2.0% PER ANNUM, in each case, payable on demand. The Revolving Borrower may borrow Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant hereunder in order to Section 3.3 pay any Reimbursement Obligation, subject to the terms and conditions hereof (except for the period from minimum amounts for Borrowings set forth in SECTION 2.3) including satisfaction of the Disbursement Date through conditions set forth in SECTION 6.2, PROVIDED, HOWEVER, for the date purpose of such reimbursement. Notwithstanding anything contained herein determining the availability of the Commitments to make Revolving Loans immediately prior to giving effect to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date application of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the such Revolving Loans, the Borrower such Reimbursement Obligation shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required not to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of outstanding at such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent Borrowers promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “"Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the Issuer shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., New York City 12:00 noon (Chicago time, ) on the first Business Day following the Disbursement Date, the Borrower Borrowers will reimburse the Administrative Agent, for the account of Issuer, Issuer for all amounts which the Issuer it has disbursed under such the Letter of Credit to Credit. To the extent that the amounts on deposit Issuer is not reimbursed in full in accordance with the Administrative Agent are insufficient to satisfy such disbursementpreceding sentence, together with the Borrowers' Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Alternate Base Rate then in effect Rate, plus the Applicable Margin plus a margin of 2% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrowers on the Disbursement Date, or if Issuer must for any reason return or disgorge such reimbursement, BankAmerica shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Tranche A Loans which are Base Rate Loans as provided in Section 2.1.2 (with the Applicable Margin Borrowers being deemed to have given a timely Borrowing Request therefor for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary); provided, however, unless for the Borrower shall have notified purpose of determining the Administrative Agent and availability of the Issuer Commitments to make Loans immediately prior to 1:00 P.M. (New York City time) on giving effect to the Business Day immediately preceding the date application of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the such Loans, the Borrower such Reimbursement Obligation shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required not to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of outstanding at such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. (a) The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Escrow Agent shall apply all funds then on deposit with hold the Administrative Agent pursuant Escrowed Consideration in its possession until (i) instructed hereunder to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for deliver the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, appliedEscrowed Consideration, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shallany specified portion thereof, in accordance with a written release notice executed jointly by an Authorized Representative (as defined below) of each the OP and the Contributors’ Representative directing the Escrow Agent as to payment of all or part of the Escrowed Consideration (a “Joint Instruction”), (ii) it receives an Order pursuant to clause (f) hereof directing the Escrow Agent to release the Escrowed Consideration in accordance with such Order or (iii) this Escrow Agreement is terminated pursuant to Section 2.3.11.6 hereof. (b) No fractional shares of Escrowed Consideration shall be retained in or released from the Escrow Account pursuant to this Agreement. (c) Any amount disbursed or released in accordance with the terms hereof shall no longer be deemed a part of the Escrowed Consideration or otherwise be subject to the provisions of this Escrow Agreement. (d) The Escrow Agent shall promptly, make available its pro rata share but in any event within three (3) Business Days after receipt of a Joint Instruction, disburse all or part of the Escrowed Consideration from the Escrow Account in accordance with the transfer instructions set forth on Schedule I hereto or as otherwise specified in such Joint Instruction. (e) In the event that the Escrow Agent makes any disbursement to any other party pursuant to this Escrow Agreement and for any reason such disbursement (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, in each case pursuant to a final, non-appealable decision of any court of competent jurisdiction, then the recipient shall repay to the Escrow Agent upon written request the amount so disbursed to it. (f) If at any time either of the Parties receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of all or part of the Escrowed Consideration (an “Order”), then the receiving Party shall promptly deliver a copy of such Borrowing Order to the Administrative Agentother Party and the Escrow Agent and, upon receipt by the Escrow Agent of a copy of such Order, the proceeds of which shall be applied directly by Escrow Agent shall, on the Administrative Agent to reimburse the Issuer for the amount third (3rd) Business Day following delivery of such draw. Without limiting in any way the foregoing and notwithstanding anything notice to the contrary contained hereinapplicable Party from the Escrow Agent of the Order, disburse to the Borrower hereby acknowledges OP and/or the Contributors’ Representative (on behalf of the Contributors), as applicable, part or all of the Escrowed Consideration in accordance with such Order. (g) The Escrow Agent shall comply with judgments or orders issued or process entered by any court with respect to the Escrowed Consideration, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and agrees that in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be obligated liable to reimburse any Party or any other person by reason of such compliance, regardless of the Lender as set final disposition of any such judgment, order or process. (h) The Escrow Agent shall furnish monthly statements to the Parties setting forth herein upon each Disbursement of a Letter of Creditthe activity in the Escrow Account.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “a "Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:00 a.m. (New York City, New York City time, ) on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, Issuer for all amounts which the Issuer it has disbursed under such Letter of Credit Credit, except to the extent that such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the amounts on deposit Issuer or the Lenders by the applicable SPC in accordance with the Administrative Agent are insufficient provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to satisfy reimburse the Issuer or the Lenders for such disbursementamounts in accordance with such terms being herein referred to as a "Liquidity Obligation")). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by the Borrower in accordance with the immediately preceding sentence, together with such Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal determined by reference to the Alternate Base Rate then in effect for Base Rate Loans (with Rate, plus a margin of 2.0% per annum, payable on demand. In the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing event the Issuer is not reimbursed by the Borrower on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through for any Reimbursement Obligation in respect of any General Letter of Credit due and owing on such Disbursement Date, or if the date of Issuer must for any reason return or disgorge such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender Lenders (other than including the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing on the terms and subject to the Administrative Agentconditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 2.3 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of which such Loans, such Reimbursement Obligation shall be applied directly by the Administrative Agent deemed not to reimburse the Issuer for the amount of be outstanding at such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. The Issuer will notify the applicable Borrower or Borrowers and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “a "Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the The applicable Borrower or Borrowers will reimburse the Administrative Agent, for the account of Issuer, Issuer for all amounts which the Issuer it has disbursed under such Letter of Credit Credit, except to the extent that such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the amounts on deposit Issuer or the Lenders by the applicable SPC in accordance with the Administrative Agent provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")), on the Disbursement Date, if such Borrower or Borrowers are insufficient notified of such disbursement prior to satisfy 12:00 noon (New York, New York, time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if such disbursementBorrower or Borrowers are not so notified (the "Reimbursement Due Date"). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by such Borrower or Borrowers on the Disbursement Date, together with such Reimbursement Obligation shall accrue interest thereon from (and including) the Disbursement Date at a fluctuating rate per annum equal to the sum of the Alternate Base Rate then from time to time in effect for Base Rate Loans (with effect, plus the Applicable Margin for Revolving ABR Loans maintained as Base Rate Loans accruing from time to time in effect, plus from (and including) the Reimbursement Due Date, a margin of 200 basis points, payable on demand. In the event the Issuer is not reimbursed by such amount) pursuant to Section 3.3 for the period from Borrower or Borrowers on the Disbursement Date through for any Reimbursement Obligation in respect of any Letter of Credit due and owing on such Disbursement Date, or if the date of Issuer must for any reason return or disgorge such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender Lenders (other than including the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing on the terms and subject to the Administrative Agentconditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 2.3 (such Borrower or Borrowers being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of which such Loans, such Reimbursement Obligation shall be applied directly by the Administrative Agent deemed not to reimburse the Issuer for the amount of be outstanding at such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly If Tenant desires to apply for a disbursement of the presentment Construction Allowance, then Tenant may apply for any such disbursement by, on or before the 5th day of any calendar month (or such other date as Landlord may designate), delivering to Landlord each of the following: (A) a request for payment of any Letter the General Contractor approved by Tenant, in the appropriate AIA form or other form approved by Landlord showing the schedule, by trade, of Credit issued by the Issuer, together with notice percentage of completion of the date Tenant Improvements, detailing the portion of the Tenant Improvements completed and the portion not completed, and demonstrating that the relationship between the Construction Costs completed and the Construction Costs to be completed complies with the terms of the Construction Budget, (B) copies of invoices from Tenant’s contractors for labor rendered and materials delivered to the Premises and for which payment is sought through the subject disbursement; (C) an executed mechanic’s lien release from the General Contractor with respect to the work for which payment is sought and in a form approved by Landlord, and (D) executed mechanic’s lien releases from all subcontractors with respect to any previous draws paid by Landlord and in a form approved by Landlord (the foregoing being collectively referred to herein as an “Disbursement Date”) such payment shall be made (each such payment, a “DisbursementInterim Application for Payment”). The Administrative Agent As between Landlord and Tenant, Tenant’s submission of an Application for Payment shall apply all funds then on deposit with be deemed Tenant’s acceptance and approval of the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for portion of the purpose of cash collateralizing Tenant Improvements furnished and/or the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmaterials supplied as set forth in Tenant’s payment request. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City timeWork Letter, on or before the first Business Day following 30th day of the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts calendar month in which the Issuer has disbursed under such Letter Application was received, Landlord shall deliver a check to Tenant in reimbursement of Credit to the extent that lesser of (A) the amounts on deposit with so requested by Tenant, less a ten percent (10%) retention (the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the aggregate amount of such drawing with funds other than retentions to be known as the proceeds “Retainage”) and (B) the balance of any remaining available portion of the LoansConstruction Allowance (not including the Retainage), provided that Landlord does not dispute any request for payment based on non-compliance of any Tenant Improvements with the Borrower Finals CDs, or due to any substandard work, or for any other reasonable reason. Landlord’s payment of any Application for Payment shall not be deemed to have timely given a Notice Landlord’s approval or acceptance of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, work furnished or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender materials supplied as set forth herein upon each Disbursement in Tenant’s Application of a Letter of CreditPayment.

Disbursements. (a) The applicable Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any drawing under any Letter of Credit issued by the IssuerCredit, together with notice of the amount of such drawing and the date (the “a "Disbursement Date”") such payment shall be made made. (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. b) Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. . (c) Prior to 1:00 p.m.12:00 noon, New York City time, on the first Business Day following immediately succeeding the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, applicable Issuer for all amounts which the Issuer it has disbursed under such Letter of Credit to Credit. (d) To the extent that the amounts applicable Issuer is not reimbursed in full on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through for all amounts it has disbursed under any Letter of Credit, the Borrower's Reimbursement Obligation shall accrue interest from and including such Disbursement Date to but excluding the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. Reimbursement Obligation is paid in full (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing whether pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans under Section 4.5(e) or otherwise) at a fluctuating rate per annum equal to, during the initial two days after such Disbursement Date, the Alternate Base Rate and, thereafter, the Alternate Base Rate plus a margin of 2.0%, payable on demand. (e) In the event the applicable Issuer is not reimbursed by the Borrower on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, appliedDisbursement Date, or required to be appliedif such Issuer must for any reason return or disgorge such reimbursement, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender Lenders (other than the including such Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing on the terms and subject to the Administrative Agentconditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are Base Rate Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Revolving Loan Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of which such Revolving Loans, such Reimbursement Obligation shall be applied directly by the Administrative Agent deemed not to reimburse the Issuer for the amount of be outstanding at such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “Disbursement Date”"DISBURSEMENT DATE") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the Issuer shall not have any responsibility to obtain any document (other than to obtain and review any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., 12:00 noon (New York City time, ) on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, Issuer for all amounts which the Issuer it has disbursed under such the Letter of Credit to Credit. To the extent that the amounts on deposit Issuer is not reimbursed in full in accordance with the Administrative Agent are insufficient to satisfy such disbursementpreceding sentence, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Alternate Base Rate then in effect for Base Rate Loans (with Reference Rate, plus the Applicable Margin Margin, plus a margin of 3% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrower on the Disbursement Date, or if the Issuer must for Revolving any reason return or disgorge such reimbursement, the Lender shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans maintained as Base Rate Loans accruing on provided in SECTION 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount) pursuant to Section 3.3 ); PROVIDED, HOWEVER, for the period from purpose of determining the Disbursement Date through availability of the date of such reimbursement. Notwithstanding anything contained herein Commitments to make Loans immediately prior to giving effect to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date application of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the such Loans, the Borrower such Reimbursement Obligation shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required not to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of outstanding at such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. The Each Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “"Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the applicable Issuer shall make such payment (the "Disbursement") to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City 11:30 a.m. (U.S. Central time, ) on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, applicable Issuer for all amounts which the Issuer it has disbursed under such the Letter of Credit to Credit. In the extent that event the amounts applicable Issuer is not reimbursed by the Borrower on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of Date, or if such Issuer must for any reason return or disgorge such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which Lenders (including such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are Base Rate Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with Section 2.3.1the preceding sentences, make available its pro rata share of such Borrowing the Borrower's Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to the Administrative AgentLIBO Rate, the proceeds plus a margin of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein2% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditpayable on demand.

Disbursements. The Each Issuer will notify the applicable Revolving Credit Borrower and the Administrative Agent promptly of the presentment for payment of any Revolving Credit Letter of Credit issued by the IssuerCredit, together with notice of the date (the “a "Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Revolving Credit Letter of Credit and this AgreementCredit, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Revolving Credit Letter of Credit. Prior to 1:00 p.m.12:00 noon, New York City time, on the first Business Day following the Disbursement Date, the Borrower Revolving Credit Borrowers will be obligated, on a joint and several basis, to reimburse the Administrative Agent, for the account of Issuer, applicable Issuer for all amounts which the Issuer it has disbursed under such the Revolving Credit Letter of Credit to Credit. To the extent that the amounts on deposit applicable Issuer is not reimbursed in full in accordance with the Administrative Agent are insufficient to satisfy such disbursementthird sentence of this Section, together with the Revolving Credit Borrowers' Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal determined by reference to the Alternate Base Rate then in effect plus the Applicable Revolving Loan Margin for Base Rate Loans (with plus a margin of 5.0% per annum, payable on demand. In the Applicable Margin for event the applicable Issuer is not reimbursed by the Revolving Loans maintained as Base Rate Loans accruing Credit Borrowers on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of Date, or if such Issuer must for any reason return or disgorge such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which Revolving Credit Lenders (including such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing on the terms and subject to the Administrative Agentconditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Credit Loans which are Base Rate Loans as provided in Section 2.1.2 (the Revolving Credit Borrowers being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Revolving I Credit Commitments to make Revolving I Credit Loans immediately prior to giving effect to the application of the proceeds of which such Revolving Credit Loans, such Reimbursement Obligation shall be applied directly by the Administrative Agent deemed not to reimburse the Issuer for the amount of be outstanding at such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement Disbursement, provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credit.

Disbursements. (a) The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued Escrowed Property shall be held by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Escrow Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing satisfying the Letter initial $250,000 of Credit Outstandings the indemnification obligations of the Company, with respect to reimburse the Issuer Escrow Property, pursuant to Section 3(o) of the Underwriting Agreement, for a period of 24 months from the closing of the Offering. Disbursement of such Escrowed Property upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company and the Representative. If the Company and the Representative are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Representative, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s New York office. (b) In the event that any litigation or proceeding arising out of any matter in connection with the Offering and the Representative acting in its capacity as the representative of the Underwriters (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within 24 months following the Closing Date and in which the Company, the Representative, or the Escrow Property becomes the subject of such litigation or proceeding, the Representative and the Company hereby authorize the Escrow Agent, at the Representative’s sole instruction upon Representative’s written notice to the Escrow Agent, if not otherwise so required, to release and deposit the Escrow Property with the clerk of the court in which the litigation is pending, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder and this Agreement shall terminate pursuant to the terms hereof. The Company and the Representative further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Property with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder and this Agreement shall terminate pursuant to the terms hereof. (c) In all instances, if either (i) no claim for indemnity is made by the Representative during the 24-month period from the closing of the Offering or (ii) it is finally determined that the Representative is not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow Property by the conclusion of the 24-month period from the closing of the Offering, the Escrow Agent, upon receipt of a Written Direction, shall disburse to the Company the full balance of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company. (d) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be payment (or any portion thereof) is required to be re-deposited under any such Section. Subject returned to the terms and provisions of such Letter of Credit and this AgreementEscrow Account or another party or is subsequently invalidated, the Issuer shall make such payment declared to the beneficiary (be fraudulent or its designee) of such Letter of Credit. Prior to 1:00 p.m.preferential, New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or set aside and/or required to be appliedrepaid to a receiver, to reimburse trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the Issuer pursuant recipient shall repay to the second sentence of this Section 2.6.2. Each Lender Escrow Agent upon written request the amount so paid to it. (other than the Issuere) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (f) Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction, in the form attached hereto as Exhibit A, delivered to the Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Representative, any individual designated by Representative on Exhibit B-2 hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent1.4. (g) Upon request, the proceeds of which Escrow Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account. (h) A party may specify in a Written Direction whether the Escrow Property shall be applied directly disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Property by any means chosen by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditEscrow Agent.

Disbursements. The Issuer will notify (a) Except as provided in the Borrower and the Administrative Agent promptly Indenture in case of acceleration of maturity of the presentment for payment Bonds, the Trustee shall disburse the money in the Construction Fund in accordance with this Section. (b) The Trustee shall disburse (or transfer to the Bond Fund) amounts in the Construction Fund to pay Project Costs with respect to the Project or Issuance Costs upon receipt of any Letter a Disbursement Request in substantially the form of Credit issued Exhibit B to the Indenture signed by an Authorized Company Representative stating: (i) the Issuerrequisition number, together with notice amount to be paid, the name of the date (the “Disbursement Date”) such Person to whom payment shall is to be made and a Project Costs description; (each such paymentii) that there has been expended, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit or is being expended concurrently with the Administrative Agent pursuant delivery of such certificate (or in the case of interest which the Trustee is directed to Section 3.2.1(b)(Btransfer to the Bond Fund after the Completion Date, will be expended within one year following the Completion Date), Section 8.2, Section 8.3 an amount on account of Project Costs or Section 8.4 for Issuance Costs at least equal to the purpose amount set forth in such certificate; (iii) that no other certificate in respect of cash collateralizing such expenditure is being or previously has been delivered to the Letter Trustee; (iv) that at least 95% of Credit Outstandings to reimburse the Issuer for any total of all amounts previously disbursed plus the amount requested by such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required certificate to be re-deposited under any such Section. Subject disbursed from the Construction Fund have been and will be used to pay Qualifying Costs of the terms Project; and provisions (v) the sum of the amount of such Letter requisition in respect of Credit and Issuance Costs, if any, plus amounts previously paid for Issuance Costs, does not exceed 2% of the amount of the Sale Proceeds. (c) Concurrently with the delivery of the certificate required under Section 3.7 of this Agreement, the Issuer Company shall make such payment direct the Trustee in writing to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all transfer any amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts then on deposit with in the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender Construction Fund (other than the Issuerretainage described in clause (iii) shall, in accordance with of Section 2.3.1, make available its pro rata share of such Borrowing 3.7 if the Final Payment Date has not occurred) to the Administrative Agent, Bond Fund to be used (i) to redeem Bonds pursuant to Article IX of the proceeds Indenture on the first date the Bonds are subject to redemption at a price of which shall be applied directly by par plus accrued interest or (ii) to purchase Bonds on the Administrative Agent to reimburse the Issuer open market for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditcancellation.

Disbursements. (a) The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued Escrowed Property shall be held by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Escrow Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing satisfying the Letter initial $200,000 of Credit Outstandings the indemnification obligations of the Company, with respect to reimburse the Issuer Escrow Property, pursuant to Section 5.1.3 of the Underwriting Agreement dated January 17, 2024 by and between the Company and the Representative, for a period of 12 months from the closing of the Offering. Disbursement of such Escrowed Property upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company and the Representative. If the Company and the Representative are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Representative, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s New York office. (b) In the event that any litigation or proceeding arising out of any matter in connection with the Offering and the Representative acting in its capacity as the representative of the underwriters (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within 12 months following the Closing Date and in which the Company, the Representative, or the Escrow Property becomes the subject of such litigation or proceeding, the Representative and the Company hereby authorize the Escrow Agent, at the Representative’s written instruction to the Escrow Agent if not otherwise so required, to release and deposit the Escrow Property with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Representative in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company and the Representative further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Property with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such Disbursement provided court. (c) In all instances, if either (i) no claim for indemnity is made by the Representative during the 12-month period from the closing of the Offering or (ii) it is finally determined that the Representative are not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow Property by the conclusion of the 12-month period from the closing of the Offering, the Escrow Agent shall disburse to the Company the full balance of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company. (d) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such cash collateral, after giving effect to such disbursement would not otherwise be payment (or any portion thereof) is required to be re-deposited under any such Section. Subject returned to the terms and provisions of such Letter of Credit and this AgreementEscrow Account or another party or is subsequently invalidated, the Issuer shall make such payment declared to the beneficiary (be fraudulent or its designee) of such Letter of Credit. Prior to 1:00 p.m.preferential, New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or set aside and/or required to be appliedrepaid to a receiver, to reimburse trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the Issuer pursuant recipient shall repay to the second sentence of this Section 2.6.2. Each Lender Escrow Agent upon written request the amount so paid to it. (other than the Issuere) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (f) Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction delivered to the Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Representative, any individual designated by Representative on Exhibit B-2 hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent1.5. (g) Upon request, the proceeds of which Escrow Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account. (h) A party may specify in a Written Direction whether the Escrow Property shall be applied directly disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Property by any means chosen by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditEscrow Agent.

Disbursements. The Issuer will notify (a) Except as provided in the Borrower and the Administrative Agent promptly Indenture in case of acceleration of maturity of the presentment for payment Bonds, the Trustee shall disburse the money in the Construction Fund in accordance with this Section. (b) The Trustee shall disburse (or transfer to the Bond Fund) amounts in the Construction Fund to pay Project Costs with respect to the Project or Issuance Costs upon receipt of any Letter a Disbursement Request in substantially the form of Credit issued Exhibit B to the Indenture signed by an Authorized Company Representative stating: (i) the Issuerrequisition number, together with notice amount to be paid, the name of the date (the “Disbursement Date”) such Person to whom payment shall is to be made and a Project Costs description; (each such paymentii) that there has been expended, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit or is being expended concurrently with the Administrative Agent pursuant delivery of such certificate (or in the case of interest which the Trustee is directed to Section 3.2.1(b)(Btransfer to the Bond Fund after the Completion Date, will be expended within one year following the Completion Date), Section 8.2, Section 8.3 an amount on account of Project Costs or Section 8.4 for Issuance Costs at least equal to the purpose amount set forth in such certificate; (iii) that no other certificate in respect of cash collateralizing such expenditure is being or previously has been delivered to the Letter Trustee; (iv) that at least 95% of Credit Outstandings to reimburse the Issuer for any total of all amounts previously disbursed plus the amount requested by such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required certificate to be re-deposited under any such Section. Subject disbursed from the Construction Fund have been and will be used to pay Qualifying Costs of the terms Project; and provisions (v) the sum of the amount of such Letter requisition in respect of Credit and Issuance Costs, if any, plus amounts previously paid for Issuance Costs, does not exceed 2% of the amount of the Sale Proceeds. (c) Concurrently with the delivery of the certificate required under Section 3.7 of this Agreement, the Issuer Company shall make such payment direct the Trustee in writing to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all transfer any amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts then on deposit with in the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender Construction Fund (other than the Issuerretainage described in clause (iii) shall, in accordance with of Section 2.3.1, make available its pro rata share of such Borrowing 3.7 if the Final Payment Date has not occurred) to the Administrative Agent, Bond Fund to be used (i) to redeem Bonds pursuant to Article X of the proceeds Indenture on the first date the Bonds are subject to redemption at a price of which shall be applied directly by par plus accrued interest or (ii) to purchase Bonds on the Administrative Agent to reimburse the Issuer open market for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditcancellation.

Disbursements. The Issuer will notify the applicable Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “a "Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.10:00 A.M., New York City time, on the first Business Day following the Disbursement Date, the applicable Borrower will reimburse the Administrative Agent, for the account of Issuer, Issuer for all amounts which the Issuer it has disbursed under such the Letter of Credit to Credit. To the extent that the amounts on deposit Issuer is not reimbursed in full in accordance with the Administrative Agent are insufficient to satisfy such disbursementthird sentence of this Section, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a rate per annum equal to (i) during the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from three days following the Disbursement Date through at the date Prime Rate and (ii) thereafter at the Prime Rate plus a margin of such reimbursement2% per annum, payable on demand. Notwithstanding anything contained herein to In the contrary, however, unless the Borrower shall have notified the Administrative Agent and event the Issuer prior to 1:00 P.M. (New York City time) is not reimbursed by the applicable Borrower on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender Disbursement Date (other than upon a deemed Disbursement under Section 4.7 when an actual Disbursement has not been made), or if the Issuer must for any reason return or disgorge such reimbursement, the Lenders (including the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing on the terms and subject to the Administrative Agentconditions of this Agreement, fund the Reimbursement Obligation therefor by making Revolving Loans which shall be Prime Rate Loans (the applicable Borrower being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of which such Revolving Loans, such Reimbursement Obligation shall be applied directly by the Administrative Agent deemed not to reimburse the Issuer for the amount of be outstanding at such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. The Issuer will notify the Borrower (a) Payment Notice and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of CreditRequests; Disbursements. Prior to 1:00 p.m., New York City time, on the first Business Day following disbursement of any funds from the Disbursement DateSecurities Account by the Depositary, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit Company must deliver to the extent that Depositary the amounts on deposit with written consent of the Administrative Agent are insufficient Holders to satisfy such disbursement, together with interest thereon at a rate per annum equal . The Company shall obtain such written consent by delivering notice (the "Disbursement Notice") to the Alternate Base Rate then in effect for Base Rate Loans Holders of a proposed disbursement five (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount5) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer Business Days prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing disbursement is honored to be made (the "Disbursement Date"), which Disbursement Notice shall contain the time period to which such payment applies and in an amount equal to the amount of such drawing less amountsthe disbursement. Promptly after receipt of the Disbursement Notice from the Company, the Holders shall notify the Depositary of their consent, if any, appliedto the disbursement of funds on the Disbursement Date by delivery of a Payment Notice and Disbursement Request substantially in the form of Exhibit A attached hereto. No disbursements of funds from the Securities Account shall be made by the Depositary without receipt of the Payment Notice and Disbursement Request from the Holders authorizing such disbursement. (b) All disbursements from the Securities Account must be made in cash and shall apply solely to the payment of interest due under the Notes, except in the event of a Default, an Event of Default, or required to be appliedan event that with the lapse of time or the giving of notice, to reimburse the Issuer pursuant to the second sentence or both, would constitute an Event of Default, or termination of this Section 2.6.2. Each Lender (other than the Issuer) shall, Agreement in accordance with the provisions of Section 2.3.16 hereof, make available its pro rata share of such Borrowing in which case written notice thereof shall be provided to the Administrative Agent, Depositary by the proceeds Required Holders and disbursements of which amounts from the Securities Account shall be applied directly by made in accordance with the Administrative Agent to reimburse the Issuer for the amount provisions of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credit.Section 6(b)(v)

Disbursements. The Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuer of such Letter of Credit will notify the Borrower Borrowers, and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice or of the date any draft thereunder (the “Disbursement Date”) such payment shall be made (each any such payment, a “Disbursement”). The Administrative Agent If an Issuer shall apply all funds then on deposit with make any Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such Issuer in respect of such Disbursement by paying to the Administrative Agent pursuant an amount equal to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to later than 3:00 p.m. on (i) the terms and provisions Business Day that the Lead Borrower receives notice of such Letter of Credit and this AgreementDisbursement, the Issuer shall make if such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer notice is received prior to 1:00 P.M. 10:00 a.m. (New York City time) on or (ii) the Business Day immediately preceding following the date of such drawing day that the applicable Borrower intends receives such notice, if such notice is not received prior to reimburse such time. To the extent the applicable Issuer for is not reimbursed in full in accordance with the amount second sentence of such drawing with funds other than the proceeds of the Loansthis Section, the Borrower Borrowers’ Reimbursement Obligation shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 accrue interest at the Default Rate, payable on demand. In the event the applicable Issuer is not reimbursed by the Borrowers on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Lenders shall, on the terms and subject to the Administrative Agentconditions of this Agreement, requesting a Borrowing of make Loans that are Alternate Base Rate Loans on the date on which such drawing is honored and next Business Day in an aggregate amount equal to the amount Reimbursement Obligations as provided in Section 2.1 (the Lead Borrower being deemed to have given a timely Loan Request therefor for such amount); provided that, for the purpose of determining the availability of the Commitments immediately prior to giving effect to the application of the proceeds of such drawing less amountsLoans, if any, applied, or required such Reimbursement Obligation shall be deemed not to be applied, to reimburse outstanding at such time. The proceeds of the Issuer Loans made pursuant to the second preceding sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing will be turned over to the Administrative Agent, applicable Issuer in satisfaction of the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditReimbursement Obligation.

Disbursements. The Issuer will notify (i) Administrative Agent may, on behalf of Term Lenders, disburse funds to the Borrower and the for Term Loans requested. Each Term Lender shall reimburse Administrative Agent promptly of the presentment on demand for payment all funds disbursed on its behalf by Administrative Agent, or if Administrative Agent so requests, each Term Lender will remit to Administrative Agent its Commitment Percentage of any Letter of Credit issued Loan before Administrative Agent disburses same to the Borrower. If Administrative Agent elects to require that each Term Lender make funds available to Administrative Agent prior to disbursement by Administrative Agent to the IssuerBorrower, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with advise each Term Lender by telephone or fax of the amount of such Xxxx Xxxxxx’s Commitment Percentage of the Loan requested by the Borrower no later than the Business Day prior to the scheduled Borrowing date applicable thereto, and each such Term Lender shall pay Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions Term Lender’s Commitment Percentage of such Letter of Credit and this Agreementrequested Loan, the Issuer shall make such payment in same day funds, by wire transfer to the beneficiary Administrative Agent’s account as set forth on Administrative Agent’s signature page hereto no later than 1:00 p.m. (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, ) on the first such scheduled Borrowing date. If any Term Lender fails to pay its Commitment Percentage within one (1) Business Day following the Disbursement Date, the Borrower will reimburse the after Administrative Agent’s demand, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementshall promptly notify the Borrower, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless and the Borrower shall have notified immediately repay such amount to Administrative Agent. Any repayment required pursuant to this subsection 1.11(a) shall be without premium or penalty. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 1.11, shall be deemed to require Administrative Agent and to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Administrative Agent or Borrower may have against any Term Lender as a result of any default by such Term Lender hereunder . (ii) Revolver Agent may, on behalf of Revolving Xxxxxxx, disburse funds to the Issuer Borrower for Loans requested. Each Revolving Lender shall reimburse Revolver Agent on demand for all funds disbursed on its behalf by Revolver Agent, or if Revolver Agent so requests, each Revolving Lender will remit to Revolver Agent its Commitment Percentage of any Loan before Revolver Agent disburses same to the Borrower. If Revolver Agent elects to require that each Revolving Lender make funds available to Revolver Agent prior to disbursement by Revolver Agent to the Borrower, Revolver Agent shall advise each Revolving Lender by telephone or fax of the amount of such Revolving Lender’s Commitment Percentage of the Loan requested by the Borrower no later than 1:00 P.M. p.m. (New York City time) on the scheduled Borrowing date applicable thereto, and each such Revolving Lender shall pay Revolver Agent such Revolving Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Revolver Agent’s account on such scheduled Borrowing date. If any Revolving Lender fails to pay its Commitment Percentage within one (1) Business Day immediately preceding after Revolver Agent’s demand, Revolver Agent shall promptly notify the date of such drawing that Borrower, and the Borrower intends shall immediately repay such amount to reimburse Revolver Agent. Any repayment required pursuant to this subsection 1.11(a) shall be without premium or penalty. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the Issuer for other Loan Documents, including the amount remaining provisions of such drawing with funds other than the proceeds of the LoansSection 1.11, the Borrower shall be deemed to have timely given a Notice require Revolver Agent to advance funds on behalf of Borrowing pursuant any Revolving Lender or to Section 2.3 relieve any Revolving Lender from its obligation to the Administrative fulfill its Commitments hereunder or to prejudice any rights that Revolver Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in Borrower may have against any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Revolving Lender as set forth herein upon each Disbursement a result of a Letter of Creditany default by such Revolving Lender hereunder.

Disbursements. The Issuer will notify (a) At or prior to 10 a.m. on the Borrower and the Administrative Agent promptly due date of any of the presentment first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions (an "Issuer Order"), direct the Trustee to release from the Pledge Account and pay to the Holders of the Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will take any Letter of Credit issued by action necessary to provide for the Issuer, together with notice payment of the date (interest on the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit Notes in accordance with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for payment provisions of the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject Indenture to the terms Holders of the Notes from (and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that of) proceeds of the amounts on deposit with Pledged Securities in the Administrative Agent are insufficient Pledge Account. Nothing in this Section 4 shall affect the Trustee's rights to satisfy such disbursement, together with interest thereon at a rate per annum equal apply the Collateral to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date payments of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) amounts due on the Business Day immediately preceding Notes upon acceleration thereof. (b) If the date Pledgor makes any interest payment or portion of such drawing that an interest payment for which the Borrower intends to reimburse the Issuer for the amount Collateral is security from a source of such drawing with funds other than the proceeds Pledge Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to release to the Pledgor or to another party at the direction of the Loans, Pledgor (the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to "Pledgor's Designee") proceeds from the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and Pledge Account in an amount less than or equal to the amount of Pledgor Funds applied to such drawing less amountsinterest payment. Upon receipt by the Trustee of such Issuer Order and evidence reasonably satisfactory to the Trustee that such interest payment has been paid in full, if anythe Trustee shall pay over to the Pledgor or the Pledgor's Designee, appliedas the case may be, the requested amount from proceeds in the Pledge Account. (c) If at any time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the written opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining first six scheduled interest payments due on the Notes, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or to such other party as the Pledgor may direct. Upon receipt of an Issuer Order (which shall include a certificate from such nationally recognized firm of independent public accountants or a nationally recognized investment banking firm stating the amount by which the Pledged Securities exceeds the amount required to be appliedheld in the Pledge Account) the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, any such excess amount. (d) Upon payment in full of the first six scheduled interest payments on the Notes, the security interest in the Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to reimburse the Pledgor. Furthermore, upon the release of any Collateral from the Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect, and the Trustee shall cooperate and shall deliver such documents as may be necessary to discharge any security interest with respect to the Collateral under the UCC. (e) At least three Business Days prior to the due date of each of the first six scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 4(a) or 4(b) and the second sentence respective amounts of interest that will be paid from the Pledge Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, at or prior to 10 a.m. on the day immediately preceding such interest payment date. If no such notice is given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 4(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due from the Pledge Account. (f) The Trustee shall liquidate Collateral in the Pledge Account in order to make any scheduled payment of interest unless there are sufficient funds in the Pledge Account on such interest payment date. (g) Except as otherwise provided in Sections 4(c) and (d) hereof, nothing contained in Section 1, Section 3, this Section 4 or any other provision of this Section 2.6.2. Each Lender Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share Pledgor's rights under this Pledge Agreement as the beneficial owner of such Borrowing collateral pledged to and subject to the Administrative Agentexclusive dominion and control (except as expressly provided in Sections 4(a), (b) and (c) hereof) of the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of Trustee in its capacity as such draw(and not as a securities intermediary). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereinThe Pledgor acknowledges, the Borrower hereby acknowledges confirms and agrees that it shall be obligated the Trustee holds a security entitlement to reimburse the Lender Pledged Securities solely as set forth herein upon each Disbursement trustee for the Holders of the Notes and not as a Letter of Creditsecurities intermediary.

Disbursements. (a) The Issuer will notify Initial Loans shall be disbursed by Lenders to Borrower on the business day following the date hereof. (b) The Contingent Loans shall be disbursed by Lenders to Borrower on a date mutually agreeable to Borrower and Lenders, which date shall be no earlier than (i) forty-five days after the Administrative Agent promptly date hereof and (ii) two Business Days after Borrower shall have certified to Lenders that: (A) The representations and warranties of Borrower contained in Section 3 hereof (I) that are expressly qualified by a reference to materiality shall be true in all respects as so qualified when made and as of such date of certification and (II) that are not so qualified shall be true and correct in all material respects when made and as of such date of certification. (B) Borrower shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement and in the Merger Agreement to be performed and complied with by Borrower at or prior to the disbursement of the presentment for payment Contingent Loans. (C) No Event of any Letter Default shall have occurred and be continuing. (D) Borrower shall have prepared and filed with the Securities and Exchange Commission a Registration Statement on Form S-4 to register all shares of Credit issued by Borrower's Common Stock issuable at the Issuer, together with notice closing of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent Merger pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Merger Agreement, the Issuer shall make such payment to the beneficiary . (or its designeeE) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through Since the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent this Agreement and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on through the date on which the Contingent Loans are disbursed, there has not occurred any Parent Material Adverse Effect (as such drawing term is honored defined in the Merger Agreement). (F) No judgment, order, decree, statute, law, ordinance, rule or regulation entered, enacted, promulgated, enforced or issued by any court or other governmental entity of competent jurisdiction or other legal restraint or prohibition shall be in effect preventing the making of the Loans or the other transactions contemplated by the Loan Documents or the Merger Agreement, and in an amount equal no litigation, investigation or administrative proceeding shall be pending or threatened which would enjoin, restrain, condition or prevent the consummation of the transactions contemplated by the Loan Documents or the Merger Agreement. (c) Each Loan shall be disbursed by certified check or wire transfer of immediately available funds to the amount account of such drawing Borrower, as specified by Borrower in a written notice delivered to each Lender not less amountsthan one Business Day prior to the disbursement date. (d) Lenders' obligations to make the Loans hereunder shall be subject to the receipt of (1) UCC-1 financing statements and other instruments evidencing the security interest granted in favor of Lenders in Section 2 below; (2) an opinion of outside counsel to Borrower, if anyin form and substance reasonably satisfactory to a Majority of Lenders, appliedwith respect to (i) the organization and good standing of Borrower, (ii) the corporate authority for execution, delivery and enforceability of the Loan Documents, (iii) the due authorization, execution, delivery and enforceability of the Loan Documents, (iv) no conflict, violation or default under Borrower's Certificate of Incorporation or by-laws, or required to be appliedany law, to reimburse rule or order resulting from Borrower's execution, delivery and performance of the Issuer pursuant to Loan Documents and (v) the second sentence Loan Documents creating a valid security interest in the Collateral (as defined herein) in favor of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credit.Lenders;

Disbursements. The An Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, Agent for the account of the applicable Issuer, for all amounts which the that such Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementCredit, together with interest thereon at a rate per annum equal to the Alternate Base Rate rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 3.2 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing ; provided that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loansmay, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 subject to the Administrative Agentconditions to set forth herein, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, request in accordance with Section 2.3.12.3 that such payment be financed with a Base Rate Loan in an equivalent amount and, make available its pro rata share of such Borrowing to the Administrative Agentextent so financed, the proceeds of which Borrower’s obligation to make such payment shall be applied directly discharged and replaced by the Administrative Agent to reimburse the Issuer for the amount of such drawresulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereinherein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein applicable Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary).

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly Tenant may request monthly progress payments out of the presentment Allowance and Space Planning Allowance in accordance with this Section 5.2.2.1. In connection with the foregoing, and not more than once each calendar month, Tenant shall deliver to Landlord: (i) a request for payment approved by Tenant detailing the work completed; (ii) invoices from the Contractor and its subcontractors and suppliers for labor rendered and materials delivered to the Expansion Space and, if applicable, the Existing Premises; and (iii) conditional mechanic’s lien releases from all of any Letter Tenant’s Agents performing the Improvements for which the applicable payment is requested which shall comply with the appropriate provisions, as reasonably determined by Landlord, of Credit issued by the Issuer, together with notice California Civil Code Section 3262(d). Within thirty (30) days after Landlord has received all of the date items in the foregoing clauses (the “Disbursement Date”i) such payment through (iii), Landlord shall be made (each such paymentdeliver a check to Tenant payable to Tenant, or, at Tenant’s sole election, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with check payable jointly to Tenant and Contractor in payment of the Administrative Agent pursuant to Section 3.2.1(b)(B)lesser of: (A) the amounts so requested by Tenant, Section 8.2less an amount, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that not already reflected in Tenant’s request for payment as the amounts on deposit with retention provided for in the Administrative Agent are insufficient to satisfy such disbursementconstruction contract, together with interest thereon at a rate per annum equal to the Alternate Base Rate then lesser of (i) a ten percent (10%) retention, or (ii) the retention provided for in effect for Base Rate Loans the construction contract approved by Landlord (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the aggregate amount of such drawing with funds other than retentions to be known as the proceeds “Final Retention”), and (B) the balance of any remaining available portion of the LoansAllowance and Space Planning Allowance, not including the Borrower Final Retention. Landlord’s payment of such amounts shall not be deemed to have timely given a Notice Landlord’s approval or acceptance of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, work furnished or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender materials supplied as set forth herein upon each Disbursement of a Letter of Creditin Tenant’s payment request. No retention shall be required for the HVAC Restoration Allowance or the Cabling Restoration Allowance as it is anticipated that there shall be only one disbursement for each.

Disbursements. The Each Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:00 a.m., New York City Central time, on the first Disbursement Date (or 11:00 a.m., Central time, on the Business Day following the Disbursement Date if the Borrower shall have received such notice after 10:00 a.m. on the Disbursement Date), the Borrower will reimburse the Administrative Agent, for the account of Issuer, applicable Issuer for all amounts which the Issuer it has disbursed under or in respect of such Letter of Credit Credit. In the event the applicable Issuer is not reimbursed by the Borrower on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Revolving Loan Lenders shall, on the terms and subject to the extent that conditions of this Agreement, fund the amounts Reimbursement Obligation therefor by making, on deposit with the Administrative Agent are insufficient to satisfy such disbursementnext Business Day, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained which are ABR Loans as Base Rate Loans accruing on provided in Section 2.1 (the Borrower being deemed to have given a timely Borrowing Notice therefor for such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary); provided, however, unless for the Borrower shall have notified purpose of determining the Administrative Agent and availability of the Issuer Revolving Loan Commitments to make Revolving Loans immediately prior to 1:00 P.M. (New York City time) on giving effect to the Business Day immediately preceding the date application of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the such Revolving Loans, the Borrower such Reimbursement Obligation shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required not to be applied, to reimburse outstanding at such time. To the extent the applicable Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, is not reimbursed in full in accordance with Section 2.3.1the preceding sentences, make available its pro rata share of such Borrowing the Borrower’s Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to the Administrative Agentinterest rate applicable to ABR Loans, the proceeds plus a margin of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereintwo percent (2%) per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditpayable on demand.

Disbursements. Tenant may request monthly progress payments out of the Allowance in accordance with this Section 5.2.2.1. In connection with the foregoing, and not more than once each calendar month, Tenant shall deliver to Landlord: (i) a request for payment approved by Tenant detailing the work completed; (ii) invoices from the Contractor and its subcontractors and suppliers for labor rendered and materials delivered to the Expansion Premises and, if applicable, the Existing Premises; and (iii) conditional mechanic’s lien releases from all of Tenant’s Agents performing the Improvements for which the applicable payment is requested which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 8138. Within thirty (30) days after Landlord has received all of the items in the foregoing clauses (i) through (iii), Landlord shall deliver a check to Tenant payable to Tenant, or, at Tenant’s sole election, a check payable jointly to Tenant and Contractor in payment of the lesser of: (A) the amounts so requested by Tenant, less an amount, to the extent not already reflected in Tenant’s request for payment as the retention provided for in the construction contract, equal to the lesser of (i) a ten percent (10%) retention, or (ii) the retention provided for in the construction contract approved by Landlord (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Allowance, not including the Final Retention. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Tenant may request the entire amount of the Space Planning Allowance in one or more disbursements without retention and Landlord shall disburse the same within thirty (30) days after receipt of a paid invoice evidencing the architectural and space planning services paid for with respect to the Premises. The Issuer will notify invoice shall be on the Borrower service provider’s customary invoice delivered to third parties for payment. At Tenant’s option, Landlord shall make payment of the Space Plan Allowance, or any portion thereof, directly to the service provider(s), in which event, Landlord shall pay the service provider(s) in question within such 30-day period and the Administrative Agent promptly invoices provided to Landlord as evidence of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would costs will not otherwise be required to be re-deposited under any such Sectionpreviously paid by Tenant. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit[***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Disbursements. The An Issuer will notify the Parent Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior Not later than 1:00 p.m. on (i) a Disbursement Date, if the Parent Borrower shall have received notice of such Disbursement prior to 1:00 p.m.10:00 a.m. on such Disbursement Date, New York City time, on or (ii) the first Business Day immediately following the a Disbursement Date, if such notice is received after 10:00 a.m. on such Disbursement Date, the Parent Borrower will reimburse such Issuer directly in full for such Disbursement. Each such reimbursement shall be made in immediately available funds together (in the Administrative Agentcase of a reimbursement made on such immediately following Business Day, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 3.2 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of provided that if such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing reimbursement is not made when due pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than , then the Issuer) shall, interest rates set forth in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which 3.2.2 shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such drawapply. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereinherein or in any separate application for any Letter of Credit, the Parent Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein applicable Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Parent Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the Parent Borrower shall not have reimbursed such amount in full to such Issuer pursuant to this Section 2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and unconditionally pay in same day funds to the Administrative Agent for the account of such Issuer the amount of such Revolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative Agent, and the Administrative Agent so notifies the Revolving Loan Lenders prior to 2:00 p.m., on any Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2:00 p.m. on the day of receipt, payment shall be made on the immediately following Business Day). If and to the extent such Revolving Loan Lender shall not have so made its Revolving Loan Percentage of the amount of such payment available to the applicable Issuer, such Revolving Loan Lender agrees to pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuer, at the Federal Funds Rate.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”"DISBURSEMENT DATE") such payment shall be made (each such payment, a “Disbursement”"DISBURSEMENT"). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:00 a.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of the Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementCredit, together with interest thereon at a rate per annum equal to the Alternate Base Rate rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 SECTION 3.2 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary; PROVIDED, howeverHOWEVER, that unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) such time on the Disbursement date, the Borrower will be deemed to have requested (and shall deliver a Borrowing Request within one Business Day immediately preceding of the date of such drawing Disbursement Date confirming) that the Borrower intends to reimburse the Issuer for a Swing Line Loan be made in the amount of such drawing with funds other than reimbursement and the proceeds of Administrative Agent shall so notify the LoansSwing Line Lender who shall, subject to the conditions set forth herein (except for the notice, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to minimum principal amount and the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an integral amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1requirements), make available its pro rata share of a Swing Line Loan in such Borrowing to the Administrative Agent, amount (the proceeds of which shall will be applied directly by the Administrative Agent wired to reimburse the Issuer for unless the amount of such drawIssuer and the Swing Line Lender are the same Person, in which case a book-entry transfer may be made). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereinherein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein Issuer upon each Disbursement of a Letter of Credit.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly At least two (2) Business Days (by 11:00 a.m. Indianapolis, Indiana time) prior to each date a disbursement of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall Loan is to be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent hereunder pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer Agent shall notify each Lender of the proposed disbursement and provide each Lender with a copy of the draw request. Each Lender shall make such payment available to the beneficiary Agent (or its designee) the funding Lender or entity designated by the Agent), the amount of such Letter Lender's Percentage of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans disbursement (with the Applicable Margin for Revolving Loans maintained respect to such Lender, such amount being referred to herein as Base Rate Loans accruing on such amountan "Advance") pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contraryin immediately available funds not later than 11:00 a.m. (Indianapolis, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City Indiana time) on the Business Day immediately preceding date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender's Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at: (a) in the case of such drawing that Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance, and if both such Lender and Borrower intends shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to reimburse Borrower such corresponding amount in same day funds. (b) Requests by the Issuer Agent for funding by the amount Lenders of such drawing with funds other than the proceeds disbursements of the LoansLoan will be made by facsimile. Each Lender shall make its Loan Advance available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not later than Noon (Indianapolis, Indiana time) on the Borrower Funding Date. Nothing in this Section 14.4 shall be deemed to have timely given a Notice relieve any Lender of Borrowing pursuant its obligation hereunder to Section 2.3 to the Administrative Agentmake any Advance on any Funding Date, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to nor shall any Lender be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer responsible for the amount failure of such drawany other Lender to perform its obligations to make any Loan Advance hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make any Advances hereunder. (c) As soon as practical Agent will promptly forward to each Lender copies of the draw request documents described in Section 4.3 and cause the Consultant to forward to each Lender a copy of the Consultant's most recent inspection. Without limiting in Delivery of the draw request documents and the Consultant's inspection report shall not be a condition to funding any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditLoan Advance.

Disbursements. The Issuer will notify Payments from the Borrower and Second Amendment Allowance shall be made no more frequently than on a monthly basis by Landlord. Payments shall be released only upon the Administrative Agent promptly approval of the presentment Architect who shall prepare a monthly certificate for payment of any Letter of Credit issued by the Issuer, together with notice of which shall be submitted to Landlord and which in turn shall be based upon invoices from Contractor and others (including Architect) for work completed to date and for services or materials provided to date. The certificate shall be submitted to Landlord at least ten (10) business days prior to the date the disbursement is requested and shall include: (a) copies of bills received by Tenant for all sums expended or due; (b) to the “Disbursement Date”extent applicable, a statement from Architect that states that the Tenant Improvement Work for which the previous disbursement was made was completed in accordance with the final Landlord-approved Tenant Improvement Plans; and (c) such other documentation or information as may be requested by Landlord. All submittals for payment shall be made (each such accompanied by a lien release, conditioned upon receipt of the applied for payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B)executed by Contractor and when applicable, Section 8.2by subcontractors, Section 8.3 suppliers, and others who provided work, services, or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject material to the terms Build-Out Site. At Landlord's option, disbursements may be made directly to Architect, Contractor, subcontractors, materialmen, laborers, and provisions other persons planning or performing the Tenant Improvement Work. 5.2.1 Landlord shall have no obligation to make any disbursement of such Letter the Second Amendment Allowance if the Tenant Improvement Work shall have been materially injured or damaged by fire or other casualty, unless Tenant shall demonstrate to landlord's reasonable satisfaction that Tenant has sufficient funds available to complete the Tenant Improvement Work. 5.2.2 Landlord shall have the right to decline to make any requested disbursement if Landlord, in the exercise of Credit and this Agreementits reasonable discretion, determines that the Issuer shall make such payment Tenant Improvement Work with respect to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer disbursement has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, been requested has not been constructed substantially in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credit.final

Disbursements. The Issuer At the close of Escrow, the Escrow Agent will notify deliver or wire transfer (i) to each Seller, or their respective order, the Borrower and the Administrative Agent promptly allocable amount of the presentment for Cash Portion of the Purchase Price (based on each Seller’s respective ownership percentage and reduced by any portion allocated to (a) the Exchange Option) and (b) disposition fees and commissions paid to securities broker dealers or fees paid to investment advisors engaged by any Seller if Seller has elected to participate in the Exchange Option, plus or minus any proration or other credits to which the parties will be entitled hereunder (such credits and prorations to consist solely of the rental payment due from the tenant of the Property and debt service payments), and (ii) to Buyer, or order, any Letter of Credit issued excess funds theretofore delivered to the Escrow Agent by Buyer. All other disbursements by the Issuer, together with notice of the date (the “Disbursement Date”) such payment Escrow Agent shall be made (each such paymentby checks of the Escrow Agent. For purposes of calculating prorations, a “Disbursement”). The Administrative Agent Buyer shall apply all funds then on deposit with be deemed to be in title to the Administrative Agent pursuant Property, and therefore, entitled to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 the income therefrom and responsible for the purpose expenses thereof for the entire day upon which the Closing occurs, proration shall be made on the basis of cash collateralizing the Letter actual number of Credit Outstandings to reimburse days of the Issuer month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three-hundred-sixty-five (365) days per year, provided, however, no prorations shall be made for any such Disbursement provided such cash collateral, after giving effect to such disbursement would direct expense items paid by the tenant of the property. Insurance shall not otherwise be required to be re-deposited under any such Sectionprorated. Subject to the terms and provisions of such Letter of Credit and Except as expressly set forth in this Agreement, all items of income and expense which accrue for the Issuer shall make such payment period prior to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower Closing will reimburse the Administrative Agent, be for the account of Issuer, for Seller and all amounts items of income and expense which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 accrue for the period from after Closing will for the Disbursement Date account of Buyer. The balance of any operating reserve held by Seller’s agent may be distributed through the date of Escrow on a prorata basis, provided any Seller receiving such reimbursementdistribution through escrow hereby represents and warrants that it is the authorized party entitled to such distribution and shall indemnify, defend and hold harmless Buyer from any claims with respect thereto. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence The provisions of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which 12 shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditsurvive closing.

Disbursements. The Issuer will notify Escrow Property may be disbursed as follows: ICANN shall be unconditionally entitled to a release of the Borrower Escrow Property, in whole or in part, in the amount designated in a written notice which amount shall not exceed the amount of funds deposited in the Escrow Property. To request a release of the funds in the Escrow Property, ICANN shall submit to Escrow Agent a written request executed by their Authorized Representatives in a form substantially similar to the disbursement request form Exhibit A (an “ICANN Written Direction”), and the Administrative Agent promptly requested Escrow Property shall be released as instructed in accordance with the terms of this Agreement. The Company shall be entitled to a release of the presentment for payment Escrow Property, in whole or in part, in the amount designated in a joint written notice which amount shall not exceed the amount of any Letter of Credit issued by funds deposited in the Issuer, together with notice Escrow Property. To request a release of the date funds in the Escrow Property, the Company shall submit to Escrow Agent a joint written request executed by their Authorized Representatives and an ICANN Authorized Representative substantially similar to the disbursement request form Exhibit B (a “Joint Written Direction”, and as used herein, the term “Disbursement Date”Written Direction” may refer to an ICANN Written Direction or a Joint Written Direction, as the context may require) and the requested Escrow Property shall be released as instructed in accordance with the terms of this Agreement. In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be portion thereof) is required to be re-deposited under any such Section. Subject returned to the terms and provisions of such Letter of Credit and this AgreementEscrow Account or another party or is subsequently invalidated, the Issuer shall make such payment declared to the beneficiary (be fraudulent or its designee) of such Letter of Credit. Prior to 1:00 p.m.preferential, New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or set aside and/or required to be appliedrepaid to a receiver, to reimburse trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the Issuer pursuant recipient shall repay to the second sentence Escrow Agent upon written request the amount so paid to it. The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of this Section 2.6.2such compliance, regardless of the final disposition of any such judgment, order or process. Each Lender Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction (other than as defined above) delivered to the IssuerEscrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) shallin writing, (ii) signed by, in the case of the Company, any individual designated by Company on Exhibit C-2 hereto or, in the case of ICANN, any individual designated by ICANN on Exhibit C-1 hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 2.3.11.6. Upon request, make available its pro rata share the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account. If none of such Borrowing the Escrow Property has been disbursed by the Termination Date (as hereinafter defined), the Escrow Agent shall return the Escrow Property to the Administrative AgentCompany, the proceeds of after which this Escrow Agreement shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting terminate in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditaccordance with Section 1.8 below.

Disbursements. The Issuer will notify So long as no Event of Default shall have occurred, funds shall be disbursed by Lender for the Borrower purposes of effecting the improvements to the projects set forth above in paragraph 4.f. (i) not to exceed the amounts set forth therein on the following terms and the Administrative Agent promptly of the presentment conditions. All requests for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment funding shall be in writing and shall be made (each through ILX's completion and submission of a construction loan request in the form appended hereto as EXHIBIT E, or such paymentother form as Lender may require. ILX shall have provided Lender a written budget satisfactory to Lender in its discretion for the improvements to be effected at the subject project, a “Disbursement”)supported by bids, cost estimates, contracts or other documentation reasonably satisfactory to Lender, which budget shall be updated in writing as necessary by ILX. The Administrative Agent Each such disbursement shall apply all funds then be made on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 written request of ILX only for the purpose of cash collateralizing funding the Letter cost of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject improvements in place or materials delivered to the terms job site and provisions properly installed or securely stored therein as evidenced by invoices or other documentation reasonably satisfactory to Lender, in accordance with the plans and specifications therefore supplied to and approved by Lender in its reasonable discretion. Lender shall have the right to make inspections of such Letter the subject projects and improvements and all the improvements for which disbursement of Credit Loan proceeds shall be satisfactory to Lender and this Agreementits construction inspector, the Issuer shall make such payment if any. All improvements to the beneficiary (or its designee) of such Letter of Credit. Prior subject project to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursementdisbursement shall have been paid for in full (or subject only to applicable retainage) as evidenced by lien waivers or other documentation reasonably satisfactory to Lender. Notwithstanding anything contained herein With respect to furniture, fixtures, equipment and personalty paid for in whole or in part by Advances, Lender shall have, and the ILX Entities hereby grant to Lender, a duly perfected first priority security interest in same. The cost of completing the subject improvements at no time shall exceed the undisbursed balance of the Loan proceeds pertaining to the contrary, however, unless subject project (and if the Borrower shall have notified cost of completing the Administrative Agent and subject improvements at any time exceeds the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds undisbursed balance of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 Loan proceeds pertaining to the Administrative Agentsubject project, requesting ILX shall immediately pay to Lender for deposit into a Borrowing of Base Rate Loans on the date on which such drawing is honored and in non-interest bearing Loan account an amount equal to the amount of any such drawing less amountsexcess, if any, applied, or required to which amounts shall be applied, to reimburse the Issuer disbursed by Lender pursuant to the second sentence provisions of this Section 2.6.2paragraph). Each No funds shall be advance by Lender (other than for the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share purposes of such Borrowing effecting the improvements to the Administrative AgentBell Rock Inn until the ILX Entities have executed and delivered xx Lender an additional security agreement and UCC-1 financing statements perfecting Lender's security interests in the furniture, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing fixtures, and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditequipment acquired with Lender's funding.

Disbursements. The Issuer will notify (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Replacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Remediation Account to reimburse Borrower for Required Remediation. (c) Provided no Event of Default exists, Lender shall make disbursements of funds in the Leasing Account to reimburse Borrower for Tenant Improvement Expenses (as hereinafter defined) and Leasing Commission Expenses (as hereinafter defined). For purposes hereof, Tenant Improvement Expenses shall mean the cost of tenant improvements required under any Lease (collectively, the "Tenant Improvements"). For purposes hereof, Leasing Commission Expenses shall mean the cost of leasing commissions incurred by Borrower in connection with any Lease, provided that (i) such leasing commissions are reasonable and customary for properties similar to the Property and the Administrative Agent promptly portion of the presentment Property for payment of any Letter of Credit issued by the Issuer, together with notice of the date -which such leasing commission is due and (the “Disbursement Date”ii) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower (collectively, "Leasing Commissions"). In no event shall Lender be obligated to make disbursements from the Leasing Account with funds other than respect to any Lease which would cause the proceeds total amount disbursed with respect to such lease to exceed the Maximum Leasing Account Disbursement Amount. (d) Lender shall, upon written request from Borrower and satisfaction of the Loansrequirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the actual costs of (i) any Leasing Commissions, (ii) any work relating to Replacements or Tenant Improvements, and (iii) any work relating to Required Remediation (collectively, "Work"). (e) Lender shall, upon receipt from the State of Minnesota Pollution Control Agency (MPCA) of a "No Action Letter", a "No Further Action Letter", a "Closure Letter" or another finding of the MPCA that can be relied upon.-by Lender, and is satisfactory to Lender in its reasonable discretion, to assure Lender that the Property will. not be-.subject to further remedial requirements in order to render the Property marketable, disburse to borrower any amounts remaining in the Remediation Account. (f) Each request for disbursement from the Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (g) Borrower shall be deemed to have timely given not make a Notice of Borrowing pursuant to Section 2.3 to request for disbursement from the Administrative Agent, requesting Reserve more frequently than once in any calendar quarter. (h) Borrower shall not make a Borrowing of Base Rate Loans on request for disbursement from the date on which such drawing is honored and Reserve in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuerlesser of (i) shall$5,000, in accordance with Section 2.3.1and (ii) the total cost of the Replacement, make available its pro rata share of such Borrowing to Tenant Improvement or Leasing Commission for which the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding disbursement is requested. (i) Notwithstanding anything to the contrary contained herein, if Borrower shall hereafter enter into an Eligible Lease Agreement, Lender shall disburse to Borrower an amount equal to the lesser of (i) the Maximum Leasing Account Disbursement Amount and (ii) the aggregate sum of all Lease Commission Expenses and Tenant Improvement Expenses associated with said Eligible Lease; said amount to be disbursed upon and only upon satisfaction of all of the following conditions: (1) The tenant under the Eligible Lease Agreement shall have taken possession of the premises leased to it and paid the first monthly installment of rent payable under the Eligible Lease Agreement. (2) Borrower hereby acknowledges shall have delivered to Lender a certificate from the tenant certifying that all the conditions to the effectiveness of the Eligible Lease Agreement have been satisfied and agrees that it shall be obligated all Tenant Improvements have been completed in a manner satisfactory and acceptable to reimburse such tenant, and that all Leasing Commissions due m connection with the Lender as set forth herein upon each Disbursement of a Letter of CreditEligible Lease have been paid, that the Tenant has paid its first monthly rent, that the Eligible Lease Agreement is in full force and effect and there is no default by any party thereunder.

Disbursements. (a) The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued Escrowed Property shall be held by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Escrow Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing satisfying (i) the Letter initial $275,000 of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to indemnification obligations of the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) Company pursuant to Section 3.3 4(r) of the underwriting agreement dated October 8, 2024 by and between the Issuer and the Representative (the “Underwriting Agreement”) for the a period of six (6) months from the Disbursement Date through closing of the date Offering (the “Escrow Term”), and (ii) an additional TWO HUNDRED TWENTY FIVE THOUSAND DOLLARS ($225,000) indemnification obligations (the “Additional Obligations”) solely to any commenced shareholder litigation actions in connection with the Offering against the Underwriters (as defined in the Underwriting Agreement) (the “Commenced Shareholder Litigation”) as agreed by and between the Issuer and the Representative for a period ending six (6) months after the closing of such reimbursement. Notwithstanding anything contained herein the Offering. (i) At the end of the Escrow Term, unless the Escrow Agent has received instructions from the Parties to the contrary, howeverthe Representative and Issuer shall deliver written instructions to the Escrow Agent, unless substantially in the Borrower shall have notified form of Exhibit A (“Written Direction”), directing the Administrative Agent release of all of the Escrow Property or, subject to the terms herein any residue of the Escrow Property as may be remained in the Escrow Account at the end of the Escrow Term, to the Issuer in accordance with a Written Direction by the Issuer and the Representative.. (ii) During the Escrow Term, if the Representative, in its sole discretion, determines that the Issuer’s indemnification obligations may be released, the Issuer prior and the Representative hereby authorize the Escrow Agent, upon receiving the Representative’s Written Direction, to 1:00 P.M. release and deposit all or any portion of the Escrow Property to the designated account of the Issuer. (New York City timeiii) on In the Business Day immediately preceding event that any litigation or proceeding arises out of any matter in connection with the Offering (which matter would be covered by the Issuer’s indemnification obligations under the Underwriting Agreement) within six (6) months following the closing date of the Offering, or any Commenced Shareholder Litigation covered by the Additional Obligations within the Withholding Period, and the Issuer, the Representative, or the Escrow Property becomes the subject of such drawing that the Borrower intends to reimburse litigation or proceeding, the Issuer and the Representative hereby authorize the Escrow Agent, upon receiving the Written Direction by the Issuer and the Representative, to release and deposit such amount of the Escrow Property with the clerk of the court in which the litigation is pending for the amount purpose of indemnifying and defending the Representative in such drawing litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with funds other than regard thereto to the proceeds extent determined by any such court. The Issuer and the Representative further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the LoansEscrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement, or if the Borrower Escrow Agent determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Property with the clerk of that court and thereupon the Escrow Agent shall be deemed relieved and discharged of any further responsibility hereunder to have timely given a Notice of Borrowing the parties from which they were received to the extent determined by such court. (c) In the event that Escrow Agent makes any payment to any other party pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which this Escrow Agreement and for any reason such drawing payment (or any portion thereof) is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant returned to the second sentence of this Section 2.6.2. Each Lender Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request the amount so paid to it. (other than the Issuerd) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (e) Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction delivered to the Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case of Representative, any individual designated by Representative on Exhibit B-1 hereto or, in the case of Issuer, any individual designated by Issuer on Exhibit B-2 hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 2.3.11.5. (f) Upon request, make available the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account. (g) The Parties may specify in a Written Direction whether the Escrow Property shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Property by any means chosen by the Escrow Agent. (h) If none of the Escrow Property has been disbursed within the Escrow Term, the Escrow Agent shall be entitled, at its pro rata share of such Borrowing sole discretion, to return the entire Escrow Property to the Administrative Agent, the proceeds of Issuer after which time this Escrow Agreement shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting terminate in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditaccordance with Section 1.7 below.

Disbursements. The An Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, Agent for the account of the applicable Issuer, for all amounts which the that such Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementCredit, together with interest thereon at a rate per annum equal to the Alternate Base Rate rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 3.2 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing ; provided that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loansmay, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 subject to the Administrative Agentconditions to set forth herein, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, request in accordance with Section 2.3.12.3.1 that such payment be financed with a Base Rate Loan in an equivalent amount and, make available its pro rata share of such Borrowing to the Administrative Agentextent so financed, the proceeds of which Borrower’s obligation to make such payment shall be applied directly discharged and replaced by the Administrative Agent to reimburse the Issuer for the amount of such drawresulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereinherein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein applicable Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary).

Disbursements. The Issuer will notify Landlord shall disburse the Borrower Initial Tenant Improvement Allowance, the First Expansion Tenant Improvement Allowance and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerSecond Expansion Tenant Improvement Allowance (collectively, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “DisbursementTenant Improvement Allowance”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agentas applicable, for the account Tenant Improvements directly to Tenant’s Contractor, or subcontractors, or to Tenant as Landlord and Tenant may agree, in monthly installments. Landlord’s disbursements shall be conditioned upon Landlord’s receipt of Issuer(i) invoices of Tenant’s Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (ii) conditional lien waivers executed by Tenant’s Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (iii) unconditional lien waivers executed by Tenant’s Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursement for the work or materials covered by such previous disbursements (all amounts which such waivers to be in the Issuer has disbursed under form prescribed by California law). Payment will be made for materials or supplies not on site if Tenant had committed to pay for such Letter of Credit to the extent that the amounts on deposit off-site materials and supplies in connection with the Administrative Agent Tenant Improvements and provides Landlord with evidence that such materials and supplies are insufficient covered by applicable insurance, and if Tenant provides evidence of the invoice therefor to satisfy such disbursementLandlord, together with interest thereon at a rate per annum equal to which payment by Landlord will be conditioned upon the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date payment by Tenant of its pro rata portion of such reimbursementinvoice. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for Landlord may withhold the amount of such drawing with funds other than the proceeds any and all retention percentages provided for in original contracts or subcontracts until expiration of the Loansapplicable lien periods or receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California law) from Tenant’s Contractor, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agentsubcontractors or suppliers, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditapplicable.

Disbursements. The Issuer Issuing Lender will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “a "Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the Issuer Issuing Lender shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.00 x'xxxxx xxxx, New York City Xxxxxxx, Xxxxxxxx time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, Issuing Lender for all amounts which the Issuer it has disbursed under such the Letter of Credit to Credit. To the extent that the amounts on deposit Issuing Lender is not reimbursed in full in accordance with the Administrative Agent are insufficient third sentence of this Section, the Borrower's Reimbursement Obligation shall accrue interest (a) at the interest rate applicable to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through until the date of third Banking Day following the Disbursement Date and (b) thereafter until paid at the Default Rate applicable to Base Rate Loans, such interest to be payable on demand. In the event the Issuing Lender is not reimbursed by the Borrower on the Disbursement Date, or if the Issuing Lender must for any reason return or disgorge such reimbursement. Notwithstanding anything contained herein , the Lenders (including Issuing Lender) shall, on the terms and subject to the contraryconditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Banking Day, Revolving Loans which are Base Rate Loans as provided in SECTION 2.1.2 (the Borrower being deemed to have given a timely request therefor for such amount); provided, however, unless for the Borrower shall have notified purpose of determining the Administrative Agent and availability of the Issuer Commitments to make Revolving Loans immediately prior to 1:00 P.M. (New York City time) on giving effect to the Business Day immediately preceding the date application of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the such Revolving Loans, the Borrower such Reimbursement Obligation shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required not to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of outstanding at such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. The Issuer will notify Loan shall be disbursed in two disbursements, subject to compliance with the Borrower and the Administrative Agent promptly terms of the presentment for payment of any Letter of Credit issued by the Issuerthis Agreement. Concurrently herewith, together with notice of the date Lender shall disburse $118,292,600.00 (the “Disbursement Date”) such payment shall be made (each such payment, a “First Disbursement”). The Administrative Agent second disbursement in the amount of $1,707,400.00 (the “Second Disbursement”) shall apply all funds then be made upon satisfaction of the following requirements: (a) The Second Disbursement shall occur on deposit with or before the Administrative Agent pursuant Outside Date; (b) The Second Disbursement shall occur upon no less than five (5) business days written notice from Borrower to Section 3.2.1(b)(B)Lender, Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise which notice shall be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementaccompanied by a certification from Borrower, together with interest thereon at evidence reasonably satisfactory to Lender, that Borrower’s affiliates closed on a rate per annum equal first mortgage term loan for approximately $200,000,000, the CENTRAL\31200109.7 proceeds of which are being used to repay an existing line of credit facility of Borrower’s affiliates, thereby extinguishing applicable covenants set forth therein (collectively, the Alternate Base Rate then in effect for Base Rate Loans (with “Refinance”). Lender and Borrower agree that a copy of the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing disbursement or settlement statement issued by the applicable title insurance company providing lender’s title insurance on such amount) pursuant to Section 3.3 for the period from Refinance executed on behalf of the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent title company and the Issuer prior to 1:00 P.M. (New York City time) on borrower and lender under the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower Refinance shall be deemed to be satisfactory evidence of the closing of the Refinance. (c) At the time of the Second Disbursement, there is no Event of Default under the Documents (or no event which with the passage of time or the giving of notice or both, would constitute an Event of Default); (d) Unless each title policy issued at Closing and insuring the first lien of the Instruments provides affirmative coverage that the Second Disbursement shall have timely given a Notice of Borrowing pursuant priority over intervening liens, Borrower shall cause to Section 2.3 be delivered to Lender an endorsement to the Administrative Agenttitle policy insuring the first lien of the Instruments in the total principal amount of the Loan; (e) Borrower shall execute and deliver any documents Lender shall reasonably require to evidence the Second Disbursement; (f) Borrower shall pay all legal fees and expenses, requesting a Borrowing recording costs, mortgage taxes and intangible taxes, if any. If the Second Disbursement shall not occur by the Outside Date, (i) Borrower shall have no further right to receive, and Lender shall have no obligation to fund, the Second Disbursement or any portion thereof, (ii) Borrower will not owe Lender any fees, including any Prepayment Premium, with respect to the unfunded Second Disbursement, (iii) the Principal Amount of Base Rate Loans on the date on which such drawing is honored and in an amount equal to Loan shall be the amount of such drawing less amountsthe First Disbursement (subject to reduction due to normal scheduled principal repayments from amortization and in connection with repayments as provided for in Section 5.03 below), if any, applied, or required to be applied, to reimburse and (iv) the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which Allocated Loan Amounts shall be applied directly by the Administrative Agent to reimburse Allocated Loan Amounts (before Second Disbursement) as reflected in the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditExhibit B attached hereto.

Disbursements. The Issuer will notify the Borrower (a) Upon joint written notice from MathStar and the Administrative Representative, the Escrow Agent promptly shall release from the Escrow Property to Wxxxx Fargo Bank, National Association, as Exchange Agent, any portion of the presentment Escrow Property then remaining less the aggregate Claimed Amount for payment all then Outstanding Claims pursuant to Section 8.2 of the Merger Agreement asserted within the Claims Period. The Parties understand that (i) any Letter of Credit issued investment earnings included in such Escrow Property transferred to the Exchange Agent shall have been or shall be reported for tax reporting purposes by the Issuer, together with notice of the date Escrow Agent as provided in Section 1.5 below; and (the “Disbursement Date”ii) such payment Escrow Property shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with disbursed by the Administrative Exchange Agent pursuant to Section 3.2.1(b)(B)the terms of the Exchange Agent Agreement entered into by the Exchange Agent, Section 8.2the Surviving Company and MathStar. (b) Upon receipt of a Conceded Amount Notice with respect to a particular Outstanding Claim, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject Escrow Agent shall promptly pay to the terms and provisions of such Letter of Credit and this Agreementapplicable Claimant, as the case may be, the Issuer Conceded Amount and shall make such payment distribute to the beneficiary Exchange Agent (or its designeeon behalf of the Company Shareholders and at the direction of the Representative) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum amount equal to the Alternate Base Rate then in effect for Base Rate Loans (with difference, if any, between the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent Conceded Amount and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing Outstanding Claim. (c) Upon receipt of an Order or a Final Decision with funds other than respect to a particular Outstanding Claim, the proceeds Escrow Agent shall promptly pay to the applicable Claimant, as the case may be, the Ordered Amount, if any, and shall distribute to the Exchange Agent, at the direction of the LoansRepresentative, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amountsdifference, if any, applied, or required to be applied, to reimburse between the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for Ordered Amount and the amount of such draw. Without limiting in Outstanding Claim. (d) If the Parties jointly instruct the Escrow Agent to disburse the Escrow Property to any way party, the foregoing and notwithstanding anything Escrow Agent shall comply with such instructions, any provision herein to the contrary contained hereinnotwithstanding. (e) The Parties agree that the residual interest, if the Borrower hereby acknowledges and agrees that it final release of the Escrow Property is mid-month, shall be obligated wired to reimburse or as directed by MathStar and the Lender as set forth herein upon each Disbursement of a Letter of CreditRepresentative.

Disbursements. The Issuer will notify Escrow Agent is hereby directed to hold and distribute the Borrower and Escrowed Property in the Administrative following manner: (a) If on or prior to the Release Deadline the Escrow Agent promptly receives the Release Certificate, the Escrow Agent shall as soon as practicable release all of the presentment for payment of any Letter of Credit issued Escrowed Property to or as directed by the Issuer, together with notice of the date Company (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein release, the “Escrow Release Date”). (b) If (i) the Escrow Agent has not received the Release Certificate on or prior to the contrary, however, unless Release Deadline or (ii) at any time the Borrower shall have notified Company has delivered to the Administrative Escrow Agent the Termination Certificate confirming that the Merger Agreement has been terminated or abandoned (the earlier of the Release Deadline and the Issuer prior time of receipt by the Escrow Agent of the Termination Certificate referred to 1:00 P.M. in clause (New York City time) ii), the “Escrow Termination Date”), the Escrow Agent shall, without the requirement of notice to or action by the Company, the Trustee or any other Person, on the Escrow Termination Date, release the Escrowed Property to the Trustee and shall provide written notice of such release to the Company within one Business Day immediately preceding the date of such drawing thereafter; provided that the Borrower intends failure to reimburse provide such notice shall not affect the Issuer for the amount of such drawing with funds other than the proceeds release of the LoansEscrowed Property to the Trustee. (c) The Escrow Agent is authorized to seek confirmation of any instructions by telephone calls to each of the Company and the Trustee, and the Escrow Agent may conclusively rely upon such confirmations, if consistent, by authorized officers of the Company and the Trustee. To ensure the accuracy of the instructions it receives, the Borrower shall be deemed Escrow Agent may record such calls. If the Escrow Agent is unable to have timely given a Notice of Borrowing pursuant to Section 2.3 to verify the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, appliedinstruction, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shallis not satisfied, in accordance its sole discretion, with Section 2.3.1the verification it receives, make available it will not execute the instruction until all issues have been resolved to its pro rata share satisfaction. The persons and telephone numbers for such calls may be changed only in a writing, signed by an authorized officer of such Borrowing to the Administrative AgentCompany and the Trustee, the proceeds of which shall be applied directly actually received and acknowledged by the Administrative Agent to reimburse Escrow Agent. The Company and the Issuer Trustee acknowledge that these security procedures for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditfunds transfers are commercially reasonable.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuerit, together with notice of the date (the “"Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:00 a.m., New York City Boston time, on the first Business Day following the Disbursement Date, the Borrower will, or will cause the Subsidiary for whose account the Letter of Credit was issued to, reimburse the Administrative Agent, for the account of Issuer, Issuer for all amounts which the Issuer has disbursed under such Letter of Credit to issued by it. To the extent that the amounts on deposit Issuer is not reimbursed in full in accordance with the Administrative Agent are insufficient to satisfy such disbursementthird sentence of this Section 5.5, together with the Reimbursement Obligations in respect of a Letter of Credit shall accrue interest thereon at a fluctuating rate per annum equal determined by reference to the Alternate Base Rate then in effect for Rate, plus the Alternate Base Rate Loans Margin, payable on demand. In the event the Issuer is not reimbursed by the Borrower or any of its Subsidiaries on the Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lenders (with including the Applicable Margin for Issuer) shall fund the Reimbursement Obligations therefor by making Revolving Loans maintained as which are Base Rate Loans accruing on Tranches as provided in Section 3.1 (the Borrower being deemed to have given a timely Loan Request therefor for such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary); provided, however, unless that for the Borrower shall have notified purpose of determining the Administrative Agent and availability of the Issuer Commitments immediately prior to 1:00 P.M. (New York City time) on giving effect to the Business Day immediately preceding the date application of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the such Revolving Loans, the Borrower such Reimbursement Obligations shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required not to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of outstanding at such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. The Issuer will 13.4.1 At least two (2) Business Days (by 11:00 a.m. Eastern Time) prior to each date a disbursement of a Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Eastern Time for any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify the Borrower and the Administrative Agent promptly each Lender of the presentment for payment of any Letter of Credit issued proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(BAgent), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds other not later than 11:00 a.m. Eastern Time on the proceeds date such disbursement is to be made (such date being referred to herein as a “Funding Date”). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the LoansAgent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. If any Lender declines to make available to Agent such Lender’s advance as described above, so long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may require such Lender to sell and assign its entire interest in the Loans pursuant to Section 13.22 hereof to an Eligible Assignee, reasonably approved by Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender’s interest. 13.4.2 Requests by the Agent for funding by the Lenders of disbursements of the Loan will be made by facsimile. Each Lender shall make its Advance available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not later than Noon Eastern Time on the Funding Date. Nothing in this Section 13.4 shall be deemed to have timely given relieve any Lender of its obligation hereunder to make any Advance on any Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Advance hereunder, and the Commitment of any Lender shall not be increased or decreased as a Notice result of Borrowing pursuant the failure by any other Lender to Section 2.3 perform its obligation to the Administrative Agent, requesting a Borrowing make any Advances hereunder. 13.4.3 As soon as practical Agent will promptly forward to each Lender copies of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amountsany draw request documents and, if anyapplicable, applied, or required cause the Lender’s Consultant to forward to each Lender a copy of the Lender’s Consultant’s most recent inspection. Delivery of the draw request documents and the Lender’s Consultant’s inspection report shall not be applied, a condition to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in funding any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditAdvance.

Disbursements. The Issuer will notify (a) Distributions from the Borrower Unallocated Account. Except as provided in Section 3.04(d)(v) with respect to the Environmental Account, Funding Co shall disburse the Funds, or any portion thereof, only in accordance with this Section 4.01. So long as there are Funds remaining in the Unallocated Account, Solutia shall have the right, at any time and from time to time (and as often as it desires but in any event not more than once in any given two week period), to deliver to Funding Co and Monsanto a written statement (an “Unallocated Reimbursement Statement”) setting forth any Solutia Legacy Liabilities (including the Administrative Agent promptly Solutia Payments and Solutia’s portion of the presentment for payment of any Letter of Credit issued Shared Payments) paid by Solutia but unreimbursed as to which Solutia has decided to seek reimbursement from the Issuer, together with notice of Funds on deposit in the date Unallocated Account (the “Disbursement DateUnallocated Expenses”) and the portion, if any, of such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds Unallocated Expenses that exceeds the amount of the Funds then on deposit with in the Administrative Agent pursuant to Section 3.2.1(b)(BUnallocated Account. As promptly as practicable, but in any event within ten (10) Business Days of Monsanto’s receipt thereof (such ten (10) Business Day period, the “Monsanto Unallocated Review Period”), Section 8.2Monsanto shall either (x) approve such Unallocated Reimbursement Statement in its entirety by delivering to Solutia a written notice thereof and/or (y) based on its reasonable, Section 8.3 good faith judgment, object, in whole or Section 8.4 for in part, thereto by delivering to Solutia a written notice (an “Unallocated Objection Notice”) setting forth the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any items and amount in dispute (such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreementamount, the Issuer shall make such payment to the beneficiary (or its designee“Disputed Unallocated Amount”) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior reasonable good faith basis for such objection. If Monsanto timely delivers to 1:00 P.M. (New York City time) Solutia an Unallocated Objection Notice to only a part of an Unallocated Reimbursement Statement, such Unallocated Reimbursement Statement shall become final and binding on all the Business Day immediately preceding the date parties hereto with respect to any and all items of Unallocated Expenses not specifically identified in such drawing that the Borrower intends Unallocated Objection Notice. If Monsanto shall fail to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loanstimely deliver to Solutia an Unallocated Objection Notice, the Borrower Monsanto shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 approved all Unallocated Expenses contained in the relevant Unallocated Reimbursement Statement and such Unallocated Reimbursement Statement and Monsanto’s approval with respect to the Administrative AgentUnallocated Expenses set forth therein shall become final and binding on all parties hereto. If Monsanto shall timely submit an Unallocated Objection Notice, requesting a Borrowing the parties shall, during the fifteen (15) day period following Solutia’s receipt of Base Rate Loans on the date on which such drawing is honored and Unallocated Objection Notice, negotiate in an amount equal good faith to reach agreement as to the amount of such drawing less amountsportion, if any, applied, or required of the Disputed Unallocated Amount which is properly payable (the “Unallocated Payable Amount”). If the Parties are unable to be applied, to reimburse the Issuer pursuant resolve Monsanto’s objection to the second sentence of this Section 2.6.2. Each Lender Unallocated Reimbursement Statement within such fifteen (other than 15) day period, the Issuer) shall, Unallocated Payable Amount shall be determined in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditArticle IX hereof.

Disbursements. (a) The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued Escrowed Property shall be held by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Escrow Agent shall apply all funds then on deposit in accordance with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 terms of this Agreement for the purpose of cash collateralizing satisfying the Letter initial $400,000 of Credit Outstandings the indemnification obligations of the Company, pursuant to reimburse Section 3(p) of the Issuer Underwriting Agreement dated April [ ], 2022 by and between the Company and the Underwriter, for a period of 12 months from the closing of the Offering. Disbursement of such Escrowed Property upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company and the Underwriter. If the Company and the Underwriter are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Underwriter, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s New York office. Any determination by such intermediary’s regarding the disbursement of the Escrowed Property shall be communicated to the Escrow Agent by a joint written instruction of the Underwriter and the Company and the Escrow Agent will disburse the Escrowed Property from the Escrow Account as provided for in such joint written instruction. (b) In the event that any litigation or proceeding arising out of any matter in connection with the Offering and the Underwriter acting in its capacity as Underwriter (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within 12 months following the closing of the Offering and in which the Company, the Underwriter, or the Escrow Property becomes the subject of such litigation or proceeding, the Underwriter and the Company hereby authorize the Escrow Agent, at the Underwriter’s sole instruction upon Underwriter’s Authorized Representative’s (as defined hereinafter) written notice to the Escrow Agent, to release and deposit the Escrow Property with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Underwriter in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto. . (c) If either (i) no claim for indemnity is made by the Underwriter during the 12-month period from the closing of the Offering or (ii) it is finally determined that the Underwriter is not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow Property by the conclusion of the 12-month period from the closing of the Offering, the Escrow Agent shall disburse to the Company the full balance of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company, following receipt of joint written instructions from the Underwriter and the Company. (d) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be payment (or any portion thereof) is required to be re-deposited under any such Section. Subject returned to the terms and provisions of such Letter of Credit and this AgreementEscrow Account or another party or is subsequently invalidated, the Issuer shall make such payment declared to the beneficiary (be fraudulent or its designee) of such Letter of Credit. Prior to 1:00 p.m.preferential, New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or set aside and/or required to be appliedrepaid to a receiver, to reimburse trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the Issuer pursuant recipient shall repay to the second sentence of this Section 2.6.2. Each Lender Escrow Agent upon written request the amount so paid to it. (other than the Issuere) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (f) Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction1 delivered to the Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Underwriter, any individual designated by Underwriter on Exhibit B-2 hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent1.5. (g) Upon request, the proceeds of which Escrow Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account. (h) A party may specify in a Written Direction whether the Escrow Property shall be applied directly disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Property by any means chosen by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditEscrow Agent.

Disbursements. The Issuer will notify Subject to clause (e), the Borrower and obligations of the Administrative Agent promptly to authorize the release of funds from the Proceeds Account in connection with a Disbursement is subject solely to the prior or concurrent satisfaction or waiver of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date following conditions: (the “Disbursement Date”a) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would have received by not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to later than 1:00 p.m., New York City time, on the first date that is at least two (2) Business Day following Days prior to such Disbursement Date, a duly executed Disbursement Notice signed by a Responsible Officer of the Borrower Agent; (b) The Disbursement Notice shall include a certification by the Responsible Officer dated as of the Disbursement Date, confirming that (i) the Borrower will reimburse the Administrative Agentrepresentations and warranties set forth in Article III hereof shall be true and correct in all material respects (except for those representations and warranties that are conditioned by materiality or by reference to Material Adverse Effect, for the account which shall be true and correct in all respects) on and as of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Disbursement, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except for those representations and warranties that are conditioned by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects as of such earlier date)) and (ii) at the time of and immediately after the Disbursement Date, as applicable, no Default or Event of Default or Default shall have occurred and be continuing; (c) The amount of such Disbursement does not exceed an amount necessary to fund disbursements that are payable or projected to be payable within the immediately succeeding fourteen (14) days after giving effect to the application cash collections received or 85% of cash collections projected to be received in such fourteen-day period, in each case consistent with the Approved Budget in all material respects. (d) As of each Disbursement Date, the Interim Order, or following the Final Order Entry Date, the Final Order shall be in be in full force and effect and shall not have been vacated or reversed, shall not be subject to a stay, and shall not have been modified or amended in any respect without the prior written consent of the Required Lenders and (solely with respect to its own rights, obligations, liabilities, duties and treatment) the Administrative Agent. (e) Notwithstanding anything contained herein to the contrary, however, unless following delivery of a Carve-Out Trigger Notice (as defined in the Borrower shall have notified Orders) (which the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) may conclusively rely on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1the Orders, make available its pro rata share of such Borrowing and shall be fully protected in relying thereon), the Administrative Agent shall transfer funds from the Proceeds Account to the Administrative AgentCarve-Out Account in accordance such Carve-Out Trigger Notice. Each Lender, the proceeds of which shall be applied directly by becoming a party to this Agreement, hereby authorizes and directs the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein(i) conclusively rely, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon without further action or verification, on each Disbursement of a Letter of CreditNotice and each certificate and written confirmation received by it in connection with this Section 4.03 or that purports to be delivered pursuant to this Section 4.03 and (ii) release funds from the Proceeds Account on each Disbursement Date.

Disbursements. The Issuer will notify All funds may be advanced by check payable to Borrower, or by deposit to Borrower's construction deposit account at a federally insured bank satisfactory to Lender (uBank"). After the Borrower and the Administrative Agent promptly initial disbursement is made at Closing, Lender shall have no obligation to disburse in connection with each draw request (a "Draw Request") an amount in excess of the presentment lesser of(i) one hundred percent (100%) of the draw request, or (ii) the value of the work in place at the time of the draw request as set forth in-the AIA Document G702-1992 and G703 -1992 certificates of Borrower's architect. The Lender shall require Borrower to have the right to retain five percent (5%) of the final disbursement until the following requirements are met (in addition to the requirements for payment all disbursements): (i) receipt by Lender of any Letter reports from Borrower's architect and, at Lender's option, the approved construction inspector/consultant for the Project, certifying to the completion of Credit the Project in accordance with the Plans and Specs; (ii) receipt by Lender of a copy of the certificates of occupancy issued by the Issuerappropriate governmental official; and (iii) receipt by the Lender of lien affidavits and waivers from the general contractor, together with satisfactory in form and content to Lender, to render unenforceable any mechanics' and materialmen 's liens affecting title to the Project and/or, upon request of Lender,a notice of completion filed in accordance with applicable law and the date expiration of the time periods provided by applicable law for the filing of'claims for labor or materials. At the option of Lender: (a) each requested advance shall be submitted to Lenderin the “Disbursement Date”manner described in Sections 1.2.1 - 1.2.5 below, (b) such payment disbursements shall be made no 1~orefrequently than monthly, and (each c) all disbursements shalt be made at the address for Lender set forth in Section 8 hereof, or at such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained other place as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursementLender may designate. 1.2.1. Notwithstanding anything contained herein in the foregoing Section 1.2, Borrower shall submit Draw Requests pursuant to the contraryschedule set forth on Schedule 1.2.1-A attached hereto (the "Draw Schedule"). Each Draw Request shall consistof a "Pre Draw Submission" and a "Final Draw Submission". 1.2.2. Each Pre Draw Submission shall be made by Borrower to Lender via email (with email copies to those persons named in Section 1.2.3 below) no later than the date set forth on the Draw Schedule and shall include all {T0016367.DOC/II XX000 XX0x0-x0} documentation in substantially the form provided in Schedule 1.2.1-B. The parties hereto agree that Borrower's Pre Draw Submission shall serve as notice to Lender that Borrower is making a Draw Request for a disbursement under the Loan. · 1.2.3. Following Borrower's Pre Draw Submission, an authorized representative of Lender, Borrower, Borrower's CPA, Architect, Contractor and Construction Inspector shall attend a meeting on-site at the Project on the date specified in the Draw Schedule. At this meeting, Borrower shall deliver to Lender and the other parties named above a Final Draw Submission, which shall include all documentation substantially in the form provided in Schedule 1.2.1-C. The meeting attendees shall diligently and in good faith review the Final contained therein. Ift however, unless the dispute cannot be resolved at the meeting, (a) the meeting attendees shall strike the disputed amount from the Draw Request, (b) the meeting attendees shall revise the Draw Request so that the total amount requested excludes such disputed amount, (c) each meeting· attendee shall initial the changes to the Draw Request, evidencing his or her acknowledgment that the Draw Request submitted in the Final Draw Submission has -been revised, and (d) each meeting attendee shall approve or disapprove such revised Draw Request prior to the conclusion of the meeting. If approved, all meeting attendees shall execute the Draw Request on behalf of his or her respective party prior to the conclusion of the meeting (a "Draw Approval"). 1.2.4. Lender shall have not more than twenty-five (25) days following a Draw Approval to disburse the requested Loan proceeds to Borrower, Lender and Borrower agree that time is of the essence with respect to the timing of both the Draw Approval process and the funding of the Draw Request. Lender and Borrower also agree that an authorized representative of Lender and Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) be present at each meeting on the Business Day immediately preceding dates set forth on the date Draw Schedule for review of a Final Draw Submission. Inthe event an authorized representative of Lender is not present at the meeting, such drawing absence shall serve as a waiver by Lender of any objection to that Draw Request or amounts contained therein, and Lender shall be deemed to have approved that Draw Request. In the event an authorized representative of Borrower intends is not present at the meeting, such absence shall serve as a waiver by Borrower of any objection to reimburse disputed amounts contained in the Issuer for the amount of such drawing with funds other than the proceeds of the LoansDraw Request, the and Borrower shall be deemed to have timely given approved that Draw Request as modified by the parties in attendance. 1.2.5. Lender understands and agrees that Borrower will incur substantial damages in the event Lender does not fund a Notice of Borrowing pursuant to Section 2.3 Draw Request in the manner specified above, and that such damages may not be quantifiable. As such, in addition to the Administrative Agentother damages and remedies available to Borrower in the event of the failure of Lender to perform in accordance . with the Loan Document, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and Borrower shall be entitled to liquidated damages in an amount equal to the amount of such drawing less amounts, if any, applied, or $500.00 per day for each day that Lender has failed to fund a Draw Request commencing on the third (3td) business day following the date Lender is required to fund a Draw Request hereunder. The referenced liquidated damages shall not be applied, to reimburse the Issuer pursuant to exclusive remedy of Borrower in the second sentence event of default by Lender under this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditSection.

Disbursements. The Issuer will notify Subject to clause (e), the Borrower and obligations of the Administrative Agent promptly to authorize the release of funds from the Proceeds Account in connection with a Disbursement is subject solely to the prior or concurrent satisfaction or waiver of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date following conditions: (the “Disbursement Date”a) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would have received by not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to later than 1:00 p.m., New York City time, on the first date that is at least two (2) Business Day following Days prior to such Disbursement Date, a duly executed Disbursement Notice signed by a Responsible Officer of the Borrower Agent; (b) The Disbursement Notice shall include a certification by the Responsible Officer dated as of the Disbursement Date, confirming that (i) the Borrower will reimburse the Administrative Agentrepresentations and warranties set forth in Article III hereof shall be true and correct in all material respects (except for those representations and warranties that are conditioned by materiality or by reference to Material Adverse Effect, for the account which shall be true and correct in all respects) on and as of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Disbursement, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except for those representations and warranties that are conditioned by materiality or reference to Material Adverse Effect, which shall be true and correct in all respects as of such earlier date)) and (ii) at the time of and immediately after the Disbursement Date, as applicable, no Default or Event of Default or Default shall have occurred and be continuing; (c) The amount of such Disbursement does not exceed an amount necessary to fund disbursements that are payable or projected to be payable within the immediately succeeding fourteen (14) days after giving effect to the application cash collections received or 85% of cash collections projected to be received in such fourteen-day period, in each case consistent with the Approved Budget in all material respects. (d) As of each Disbursement Date, the Interim Order, or following the Final Order Entry Date, the Final Order shall be in be in full force and effect and shall not have been vacated or reversed, shall not be subject to a stay, and shall not have been modified or amended in any respect without the prior written consent of the Required Lenders and (solely with respect to its own rights, obligations, liabilities, duties and treatment) the Administrative Agent. (e) Notwithstanding anything contained herein to the contrary, however, unless following delivery of a Carve-Out Trigger Notice (as defined in the Borrower shall have notified Orders) (which the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) may conclusively rely on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1the Orders, make available its pro rata share of such Borrowing and shall be fully protected in relying thereon), the Administrative Agent shall transfer funds from the Proceeds Account to the Administrative AgentCarve-Out Account in accordance with such Carve-Out Trigger Notice. Each Lender, the proceeds of which shall be applied directly by becoming a party to this Agreement, hereby authorizes and directs the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein(i) conclusively rely, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon without further action or verification, on each Disbursement of a Letter of CreditNotice and each certificate and written confirmation received by it in connection with this Section 4.03 or that purports to be delivered pursuant to this Section 4.03 and (ii) release funds from the Proceeds Account on each Disbursement Date.

Disbursements. The Issuer will notify Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to the Property or for costs which are to be reimbursed from the Required Repair Fund. Lender shall disburse the Replacement Reserve Fund from the Replacement Reserve Account from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower has delivered to Lender an Officer’s Certificate, in form satisfactory to Lender, specifying the amount of the requested disbursement and the Administrative Agent promptly Replacements completed and certifying that all such Replacements have been completed and all costs in connection therewith have been paid. Simultaneously with submitting such Officer’s Certificate Borrower shall also submit copies of Lien waivers from the general contractor, any subcontractors and all materialmen and suppliers and such other evidence, as may be required by Lender, showing that they have been paid for all work and that no Liens are claimed, or alternatively, Lender may make payment directly to the contractor, subcontractors or suppliers; (b) Borrower has delivered to Lender, at Borrower’s sole cost and expense: (i) copies of all contracts and invoices for all Replacements; (ii) copies of building permits, any certificate of occupancy or any other certificates required and issued by Governmental Authorities in connection with any Replacements performed for which reimbursement is being sought under this Agreement; and (iii) if required by Lender, an endorsement to the Title Insurance Policy, insuring Lender against any mechanic’s Liens in connection with such Replacements; (c) Borrower has paid the Disbursement Fee and has delivered to Lender (i) an Officer’s Certificate certifying that all requirements set forth in this Section 9.5 have been satisfied and (ii) such other documents as Lender shall reasonably require to confirm the satisfaction of the presentment conditions contained herein and the completion of the work required to be done under this Section 9.5; (d) All disbursements requested by Borrower shall be at least $5,000 and no requests for payment of disbursements shall be made more often than once during any Letter of Credit issued by the Issuer, together with notice calendar month; (e) No Default exists as of the date of Borrower’s request for a disbursement or the actual date of disbursement; (f) Lender shall have the “right, but not the obligation, at Borrower’s sole cost and expense, to inspect the Property and/or to have the documentation regarding the Replacements reviewed to verify that the Replacements for which reimbursement is being sought have been completed in a good and workmanlike manner and are otherwise acceptable to Lender; and (g) Within fifteen (15) Business Days after Borrower submits to Lender a request for a disbursement, the related supporting documentation and the required Disbursement Date”Fee, Lender shall either (i) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with advise Borrower of any additional or corrective information needed to satisfy the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 requirements hereof for the purpose of cash collateralizing requested disbursement; or (ii) shall disburse the Letter of Credit Outstandings requested disbursement amount to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such SectionBorrower. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower Lender shall have notified no obligation to disburse the Administrative Agent and the Issuer prior Replacement Reserve Funds to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to until all disbursement requirements herein have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditbeen satisfied.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “Disbursement Date”"DISBURSEMENT DATE") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the Issuer shall not have any responsibility to obtain any document (other than to obtain and review any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., New York City 12:00 noon (Chicago time, ) on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, Issuer for all amounts which the Issuer it has disbursed under such the Letter of Credit to Credit. To the extent that the amounts on deposit Issuer is not reimbursed in full in accordance with the Administrative Agent are insufficient to satisfy such disbursementpreceding sentence, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Alternate Base Rate then in effect for Base Rate Loans (with Rate, plus the Applicable Margin Margin, plus a margin of 3% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrower on the Disbursement Date, or if the Issuer must for Revolving any reason return or disgorge such reimbursement, the Lender shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans maintained as Base Rate Loans accruing on provided in SECTION 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount) pursuant to Section 3.3 ); PROVIDED, HOWEVER, for the period from purpose of determining the Disbursement Date through availability of the date of such reimbursement. Notwithstanding anything contained herein Commitments to make Loans immediately prior to giving effect to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date application of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the such Loans, the Borrower such Reimbursement Obligation shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required not to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of outstanding at such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. A. The Issuer will notify Department shall use the Borrower and TCAP Funds it receives from HUD with respect to the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings Development to reimburse the Issuer Development Owner for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to Eligible Costs incurred in connection with the terms and provisions construction of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit Development to the extent that such costs are properly submitted to the amounts on deposit Department in accordance with the Administrative Agent are insufficient procedures set forth in this Article IV and all other terms and conditions of this Agreement. B. The Department shall submit a request for TCAP Funds to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and HUD in an amount equal to the approved amount of such drawing less amountsthe current Requisition (not to exceed, if anyin the aggregate, applied, or the amount of the TCAP Loan). The Development Owner shall cooperate with the Department in obtaining and providing any additional documentation that may be required by HUD to be applied, approve the request for TCAP Funds. C. The Department may request the Development Owner to reimburse the Issuer pursuant make modifications to the second sentence Requisition and is authorized to modify the disbursement procedures set forth herein and to establish such additional requirements for payment of this Section 2.6.2. Each Lender TCAP Funds to the Development Owner as may be necessary or advisable for compliance with all Program Requirements. D. The Department will not disburse any TCAP Funds to the Development Owner for costs that: (other than the Issueri) shall, are not Eligible Costs or are otherwise prohibited under Program Requirements; (ii) are not in accordance with Section 2.3.1the terms of the TCAP Loan Documents; (iii) were requested during the occurrence and continuation of an uncured Event of Default; or (iv) were incurred after or not requested by November 30, make available its pro rata share 2011. E. The Department may withhold any draw Requisition pending completion of such Borrowing a site inspection as deemed necessary by the Asset Manager or the Department to ensure that construction progress is being made in accordance with the Construction Documents. F. In the event that the Department makes a determination that the Development Owner has failed to expend (or is unlikely to expend) sufficient TCAP Loan proceeds on Eligible Costs within the expenditure deadlines set forth above, the Department shall have no obligation to disburse any funds to the Administrative AgentDevelopment Owner under this Agreement and may, at the election of the Department, recover, recapture or offset any TCAP Funds previously paid to the Development Owner. In the event that the Development Owner demonstrates to the reasonable satisfaction of the Department that, notwithstanding its non-compliance with the expenditure deadlines set forth above, it will nonetheless continue to satisfy the expenditure deadlines required by the Recovery Act under the Program Requirements (and allow the Department to satisfy all such expenditure deadlines), the proceeds Department may, by approval of which shall be applied directly by the Administrative Agent Executive Director, continue to reimburse the Issuer for the amount make disbursements of such draw. Without limiting in any way the foregoing and notwithstanding anything TCAP Funds to the contrary contained herein, Development Owner pursuant to this Agreement. G. The Department will not disburse any TCAP Funds to the Borrower hereby acknowledges Development Owner unless the Development Owner is current on submission of each and agrees that it shall be obligated to reimburse every Required Report (including any required reporting under the Lender Recovery Act) as set forth herein upon each Disbursement described in Section 9.4 of a Letter of Creditthis Agreement.

Disbursements. The Issuer will notify (a) Provided no Event of Default exists, Lender shall make disbursements of funds available in the Reserve to reimburse Borrower for Replacements and Landlord Obligations. (b) Lender shall, upon written request from Borrower and the Administrative Agent promptly satisfaction of the presentment requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for payment the actual costs of (i) any Letter of Credit issued work relating to Replacements ("Work") or (ii) any costs incurred with respect to Landlord Obligations. (c) Each request for disbursement from the Reserve shall be in a form specified or approved by the IssuerLender, together with notice and shall be accompanied by evidence of the date satisfactory completion of the Work or performance of the Landlord Obligations, as the case may be, and such bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (d) Borrower shall not make a request for disbursement from the “Disbursement Date”Reserve more frequently than twice in any calendar quarter. The first four (4) such payment disbursements made from the Reserve in any calendar year shall be made (each such payment, a “Disbursement”)at no cost or expense to Borrower. The Administrative Agent Any disbursements in excess of four in any calendar year shall apply all funds then on deposit with be made at the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose cost of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such $150 per disbursement, together with interest thereon at payable in advance of Borrower. (e) Borrower shall not make a rate per annum equal to the Alternate Base Rate then in effect request for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period disbursement from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and Reserve in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuerlesser of (i) shall$5,000, in accordance with Section 2.3.1and (ii) the total cost of the Replacement or Landlord Obligations, make available its pro rata share of such Borrowing to as the Administrative Agent, case may be for which the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditdisbursement is requested.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. 4.1 Subject always to the terms and provisions conditions of such Letter of Credit and this Agreement, Disbursements in the Issuer framework of the Loan shall make such payment be effected pursuant to the beneficiary following terms: (or its designeea) Not less than seven days prior to a Date of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit shall provide to the extent that Lender a Request for Disbursement in the form set forth on APPENDIX 4.1 (A) hereto, indicating the satisfaction by the Supplier of a Delivery Event under the Equipment Purchase Order, and the amounts on deposit with payable by the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal Borrower to the Alternate Base Rate then Supplier in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date respect of such reimbursementDelivery Event. Notwithstanding anything contained herein Such notice shall be accompanied by an invoice issued by the Supplier to the contrary, however, unless Borrower under the Equipment Purchase Order attesting to the satisfaction by the Supplier of the Delivery Event in respect of the Equipment and the amount payable by the Borrower in respect of such Delivery Event. (b) Disbursements shall have notified be effected only up to and so long as the Administrative Agent and the Issuer principal amount extended prior to 1:00 P.M. such Disbursement is less than the principal amount of the Loan and only during the Availability Period. (New York City timec) on As soon as practicable after each Date of Disbursement, the Business Day immediately preceding the date of such drawing that Lender shall notify the Borrower intends to reimburse the Issuer for thereof, detailing the amount of the Disbursement, the Date of Disbursement thereof and such drawing with funds other than particulars as the proceeds Lender shall deem necessary, or as may be reasonably requested by the Borrower. (d) The Lender is under no obligation whatsoever to examine any documentation or other evidence of the Loansoccurrence of a Delivery Event, nor is the Lender hereby or by way of any Loan Documentation or Disbursement accepting any obligation as a surety or guarantor of the Equipment Purchase Order. All of such obligations are of the Borrower. The Lender is under no obligation to comply with the payment terms included in the Equipment Purchase Order. 4.2 The principal amount owing under the Loan shall be the aggregate of all Disbursements theretofore made to the Borrower hereunder. All Disbursements effected during the Availability Period shall be deemed consolidated to have timely given one amount immediately after each respective Disbursement, and as soon as practicable thereafter the Lender shall furnish the Borrower with a Notice consolidated Repayment Schedule in the form set forth as APPENDIX A detailing the Interest Repayment Dates, and the amounts of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored interest and in an amount equal to the amount of such drawing less amounts, if any, applied, or required principal to be applied, to reimburse the Issuer pursuant to the second sentence paid on each such Installment Repayment Date. The Repayment Schedule shall constitute an integral part of this Section 2.6.2. Each Lender (other than Agreement and, unless in the Issuer) shallevent of manifest error, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing binding and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditconclusive.

Disbursements. (a) The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued Escrowed Property shall be held by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Escrow Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing satisfying the Letter initial $400,000 of Credit Outstandings the indemnification obligations of the Company, with respect to reimburse the Issuer Escrow Property, pursuant to Section 3(p) of the Underwriting Agreement dated June [ ], 2021 by and between the Company and the Underwriters, for a period of 12 months from the closing of the Offering. Disbursement of such Escrowed Property upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company and the Underwriters. If the Company and the Underwriters are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Underwriters, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s New York office. (b) In the event that any litigation or proceeding arising out of any matter in connection with the Offering and the Underwriters acting in its capacity as underwriters (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within 12 months following the Closing Date and in which the Company, the Underwriters, or the Escrow Property becomes the subject of such litigation or proceeding, the Underwriters and the Company hereby authorize the Escrow Agent, at the Underwriters’ sole instruction upon Underwriters’ written no xxxx to the Escrow Agent if not otherwise so required, to release and deposit the Escrow Property with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Underwriters in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company and the Underwriters further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Property with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such Disbursement provided court. (c) In all instances, if either (i) no claim for indemnity is made by the Underwriters during the 12-month period from the closing of the Offering or (ii) it is finally determined that the Underwriters are not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow Property by the conclusion of the 12-month period from the closing of the Offering, the Escrow Agent shall disburse to the Company the full balance of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company. (d) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such cash collateral, after giving effect to such disbursement would not otherwise be payment (or any portion thereof) is required to be re-deposited under any such Section. Subject returned to the terms and provisions of such Letter of Credit and this AgreementEscrow Account or another party or is subsequently invalidated, the Issuer shall make such payment declared to the beneficiary (be fraudulent or its designee) of such Letter of Credit. Prior to 1:00 p.m.preferential, New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or set aside and/or required to be appliedrepaid to a receiver, to reimburse trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the Issuer pursuant recipient shall repay to the second sentence of this Section 2.6.2. Each Lender Escrow Agent upon written request the amount so paid to it. (other than the Issuere) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (f) Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction delivered to the Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Underwriters, any individual designated by Underwriters on Exhibit B-2 hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent1.5. (g) Upon request, the proceeds of which Escrow Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account. (h) A party may specify in a Written Direction whether the Escrow Property shall be applied directly disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Property by any means chosen by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditEscrow Agent.

Disbursements. The Each Issuer will notify the Borrower and the Administrative ------------- Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “"Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”)made. The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. ----------------- Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:30 a.m. (Chicago, New York City Illinois time, ) on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, applicable Issuer for all amounts which the Issuer it has disbursed under such the Letter of Credit Credit. In the event the applicable Issuer is not reimbursed by the Borrower on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Lenders (including such Issuer) shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans which are Base Rate Loans as provided in Section 2.1.2 or 2.1.3 (the Borrower being deemed to have given a timely ------------- ----- Borrowing Request therefor for such amount); provided, however, for the purpose of ----------------- determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. To the extent that the amounts on deposit applicable Issuer is not reimbursed in full in accordance with the Administrative Agent are insufficient to satisfy such disbursementpreceding sentences, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal determined by reference to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing Rate, plus a margin of 2% per annum, payable on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditdemand.

Disbursements. The Issuer will notify Pledgors hereby irrevocably authorize and direct Pledgee to convert to cash and disburse from the Borrower and the Administrative Agent promptly of the presentment Collateral, in such manner as Pledgee may determine in its sole discretion, funds for payment of any Letter the following ("Disbursements"): (a) To the payment of all fees, charges and expenses relating to the Custody Account; (b) To the payment or reimbursement of all Credit issued by the Issuer, together with notice Enhancement Fees including without limitation (i) Credit Enhancement Fees in excess of the date Base Annual Fee and (ii) Up-Front Credit Enhancement Fees in excess of Owner's Share of Up-Front Credit Enhancement Fees; (c) To the “Disbursement Date”payment or reimbursement of Bond Debt Service; (d) such To the payment shall be made (each such paymentor reimbursement of all advances, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent costs, disbursements, expenses, fees, liabilities and obligations payable by Borrower or Pledgors to Pledgee or an Affiliate of Pledgee pursuant to Section 3.2.1(b)(B)the Standby Agreement, Section 8.2Reimbursement Agreement, Section 8.3 Guaranty, this Pledge and Security Agreement or Section 8.4 any other Loan Document; and (e) To the payment or reimbursement of any remaining Operating Deficits actually incurred from and after January 1, 2001. All Disbursements by Pledgee for the purpose of cash collateralizing the Letter of Credit Outstandings funding Operating Deficits will be subject to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, made in accordance with Section 2.3.1the following terms and conditions: (i) Disbursements will be made no more frequently than monthly, make available its pro rata share based on the calculation of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer Operating Deficits for the amount immediately preceding calendar month; (ii) Pledgors shall cause written request for Disbursements of Operating Deficits to be submitted to Pledgee within fifteen (15) days after the end of each month with such drawdetail and supporting documentation as Pledgee may reasonably require; (iii) Pledgee may cause Disbursements of Operating Deficits to be made directly to, or for the benefit of, third party creditors under procedures satisfactory to Pledgee and in such order of priority as Pledgee may determine in its sole discretion; and (iv) Disbursements of Operating Deficits will not be required at any time during which an Event of Default exists under this Pledge and Security Agreement. Without limiting in any way the foregoing and notwithstanding Notwithstanding anything to the contrary contained hereinin this Section 2.4, at any time an Event of Default has occurred and is continuing, Pledgee shall have the exclusive right to retain and apply to the Secured Obligations all Collateral received or held pursuant to this Pledge and Security Agreement. Pledgors hereby irrevocably ratify, confirm and approve the Disbursements heretofore made in the amount of $493,962.98 for Credit Enhancement Fees, Bond Debt Service and real estate taxes payable through April 3, 2001, and further ratify, confirm and approve all Disbursements to be made in accordance with the provisions hereof. Pledgors shall cause Borrower to deposit all rental income and other revenues received from the operation of the Project in a cash collateral account of the Borrower hereby acknowledges established for the benefit of Pledgee; and agrees that it the funds held in such collateral account shall be obligated first applied to reimburse payment of the Lender as set forth herein upon each Disbursement items described in subparagraphs (a),(b),(c), (d), and (e) of a Letter this Section 2.4 to the extent thereof before the Collateral is applied to the payment of Creditsuch items.

Disbursements. The Issuer will (a) At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Cleveland time for such disbursement to be made at the Adjusted LIBOR Rate), the Agent shall notify the Borrower and the Administrative Agent promptly each Lender of the presentment for payment of any Letter of Credit issued proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the IssuerAgent), together the amount of such Lender’s Percentage of such disbursement (with notice of the date (the respect to such Lender, such amount being referred to herein as an “Disbursement DateAdvance”) such payment shall be made in immediately available funds not later than 11:00 a.m. (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City Cleveland time) on the Business Day immediately preceding date such disbursement is to be made (such date being referred to herein as a “Funding Date”). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrowers agree to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (A) in the case of such drawing that Lender, the Borrower intends Federal Funds Effective Rate, and (B) in the case of Borrowers, the interest rate applicable at the time to reimburse a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrowers shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. (b) Requests by the Issuer Agent for funding by the amount Lenders of such drawing with funds other than the proceeds disbursements of the LoansLoan will be made by facsimile. Each Lender shall make its Advance available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not later than Noon (Cleveland time) on the Borrower Funding Date. Nothing in this Section 20.4 shall be deemed to have timely given a Notice relieve any Lender of Borrowing pursuant its obligation hereunder to Section 2.3 to the Administrative Agentmake any Advance on any Funding Date, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to nor shall any Lender be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer responsible for the amount failure of such draw. Without limiting in any way other Lender to perform its obligations to make any Advance hereunder, and the foregoing and notwithstanding anything Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated perform its obligation to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditmake any Advances hereunder.

Disbursements. The Issuer will notify Trustee shall disburse or transfer funds from the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together In‐ Kind Consideration Account in accordance with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”)this Section. The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer Trustee shall make such payment disbursements or transfers in a prompt and timely manner and provide the Government with written notice confirming completion of such disbursement or transfers. (a) The Trustee shall disburse funds from the In‐Kind Consideration Account to the beneficiary (or its designee) Lessee upon presentation to the Trustee from time‐to‐time the following: i. A consecutively numbered invoice executed by a duly authorized officer of the Lessee attesting that the Lessee has provided in‐kind consideration to the Government, and attesting to the amount Lessee is entitled to be reimbursed for the provision of such Letter in‐ kind consideration; and ii. a certification executed by the Government, through the Secretary of Credit. Prior the Air Force or his duly authorized designee, attesting that the Lessee is entitled to 1:00 p.m., New York City time, reimbursement in the amount set forth on the first Business Day following subject invoice. If the Disbursement DateGovernment certifies that Lessee is entitled to less than the entire amount set forth in the subject invoice, the Borrower will reimburse Trustee shall make payment from the Administrative AgentIn‐Kind Consideration Account only in such amount as the Government certifies. (b) The Trustee shall disburse funds from the In‐Kind Consideration Account to the Government for deposit in the special Treasury Account established under the Enabling Statute upon presentation to the Trustee a certification executed by the Government, through the Secretary of the Air Force or his duly authorized designee, attesting to one or more of the following: i. That the Government has received the deferred in‐kind consideration required under the Lease, that the Lessee has been reimbursed from the In‐Kind Consideration Account for the account agreed‐upon cost of Issuerthe deferred in‐kind consideration and that the Government is entitled to receive the remaining balance of the In‐Kind Consideration Account. ii. That a Event of Default has occurred and is continuing iii. That the Government has not received all or part of the deferred in‐kind consideration for any reason, for all amounts which including without limitation (a) the Issuer has disbursed Government’s election not to issue a Project Notice under such Letter the In‐Kind Consideration Delivery Agreement (b) the failure of Credit the Parties to execute a Work Order Agreement (as defined in an pursuant to the extent that In‐Kind Consideration Delivery Agreement) for the amounts deferred in‐kind consideration; (c) a default by the Lessee under a Work Order Agreement; or (d) the termination of a Work Order Agreement by agreement or for the convenience of the Government. (c) Upon the Government’s receipt of notice from the Trustee of the Lessee’s failure to pay all or a portion of the Extraordinary Expenses in accordance with Section 3.05 (b), the Government may (but shall not be obligated to), in its sole discretion, provide written direction for a disbursement of funds on deposit with in the Administrative Agent are insufficient In‐Kind Consideration Account to satisfy the Trustee in such amount as necessary to cure the Lessee’s default in payment of the Extraordinary Expenses. Upon any such disbursement, together with interest thereon at a rate per annum equal the Lessee shall be liable to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer Government for the amount of such drawing the disbursement together with funds other than interest at the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditReimbursement Rate.

Disbursements. The Each Issuer will notify the Borrower and the Administrative ------------- Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “"Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”)made. The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. ----------------- Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the applicable Issuer shall make such payment (the "Disbursement") to the beneficiary (or its ------------ designee) of such Letter of Credit. Prior to 1:00 p.m., New York City 11:30 a.m. (U.S. Central time, ) on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, applicable Issuer for all amounts which the Issuer it has disbursed under such the Letter of Credit to Credit. In the extent that event the amounts applicable Issuer is not reimbursed by the Borrower on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of Date, or if such Issuer must for any reason return or disgorge such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which Lenders (including such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans (in accordance with each Lender's Percentage without regard to whether the underlying Disbursement arises with respect to a Revolving Loan Letter of Credit) which are Base Rate Loans as provided in Section 2.3.12.1.1 (the Borrower being deemed to have given a timely ------------- Borrowing Request therefor for such amount); provided, however, for the purpose -------- ------- of determining the availability of the Commitments to make available its pro rata share of such Borrowing Loans immediately prior to giving effect to the Administrative Agent, application of the proceeds of which such Loans, such Reimbursement Obligation shall be applied directly deemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the Borrower's Reimbursement Obligation shall accrue interest at a fluctuating rate determined by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything reference to the contrary contained hereinLIBO Rate, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement plus a margin of a Letter of Credit2% per annum, payable on demand.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “"Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the Issuer shall not have any responsibility to obtain any document (other than to obtain and review any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., New York City 12:00 noon (Chicago time, ) on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, Issuer for all amounts which the Issuer it has disbursed under such the Letter of Credit to Credit. To the extent that the amounts on deposit Issuer is not reimbursed in full in accordance with the Administrative Agent are insufficient to satisfy such disbursementpreceding sentence, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the lesser of (i) the Highest Lawful Rate or (ii) the Alternate Base Rate then Rate, plus a margin of 3% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrower on the Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans as provided in effect Section 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary); provided, however, unless for the Borrower shall have notified purpose of determining the Administrative Agent and availability of the Issuer Commitments to make Loans immediately prior to 1:00 P.M. (New York City time) on giving effect to the Business Day immediately preceding the date application of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the such Loans, the Borrower such Reimbursement Obligation shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required not to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of outstanding at such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. The Issuer will notify In order to cause disbursement of amounts on deposit in the Borrower and Project Account to pay or reimburse the Administrative Agent promptly costs of the presentment for payment Project, the Owner shall submit Disbursement Request Forms (a form of any Letter of Credit issued by which is attached to this Agreement as Exhibit C) to the IssuerInvestor, together with notice of and deliver a copy to each Disbursement Request Form to the date ESID’s program administrator (the “Disbursement DateProgram Administrator.”) such payment Each Disbursement Request Form shall, in part, set forth the payments or reimbursements requested, and shall be made accompanied by invoices or other appropriate documentation supporting the payments or reimbursements requested. In addition, the following shall occur: (a) With each Disbursement Request Form: (i) The Owner shall deliver to the Investor proof that each project milestone has occurred; (ii) The Owner shall deliver to the Investor copies of all related receipts and invoices; (iii) The Owner shall deliver to the Investor signed lien waivers in the form attached to the Disbursement Request Form as Schedule 2; (iv) The Owner shall deliver to the Disbursing Agent, on behalf of the Investor, as necessary, bank information for wiring the amounts requested for disbursement; (v) The Investor shall have received copies of all other disbursement requests for disbursements of other sources of funds, including from the loan from the Owner’s Lender, that have been submitted on or prior to the date on which the related Disbursement Request is submitted, and all such payment, a “Disbursement”). The Administrative Agent disbursement requests shall apply all funds then on deposit have been validly approved in accordance with the Administrative Lender Loan Documents; and (vi) All of the conditions to disbursement under the Disbursing Agreement shall have been satisfied. (b) With the first Disbursement Request Form submitted, in addition to the documents required under Section 4.2(a): (i) The Owner shall deliver to the Investor copies of all construction permits required for the construction of the Project; (ii) The Owner shall deliver to the Investor copies of all agreements with the general contractor performing work or furnishing materials for the Project; (iii) The Owner shall deliver to the Investor a construction schedule completed by the general contractor for the Project, which includes an anticipated date of completion of the Project; and (iv) The Owner shall deliver to the Investor copies of all current policies of the Required Insurance Coverage; (v) The construction plans and specifications shall have been approved in all respects by the Investor in its reasonable discretion; (vi) The budget shall have been approved by the Investor in its reasonable discretion; (vii) The Owner shall deliver to the Investor the written consent of its existing mortgage lender to the levying, assessment, and collection of the Special Assessments, in the form attached to this Agreement as Exhibit G; (viii) The Owner shall provide to the Investor evidence acceptable to the Investor, in its reasonable discretion, that the City Council and the ESID have approved the Project; (ix) The Investor shall receive the executed Owner Consent and evidence that the same has been recorded in the records of the Recorder of Xxxxx County, Ohio with respect to the Property; (x) The Owner and the ESID shall provide to the Investor original executed copies of this Agreement and any related certificates; (xi) The Owner shall provide to the Investor a list of authorized representatives on whose instructions and directions the Investor may rely until such time as an updated list has been provided, as set forward in Exhibit I, attached hereto. (c) With the final Disbursement Request Form, in addition to the documents required under Section 4.2(a): (i) The Owner shall deliver to the Investor the final lien waiver and release; (ii) The Owner shall deliver to the Investor the executed certificate in the form attached as Exhibit D to this Agreement; and (iii) The Owner shall deliver to the Investor copies of all completion inspections and closed permits with respect to the Project. Upon its receipt of each completed Disbursement Request Form, the Investor shall approve all or a portion of the payment or reimbursements requested to be disbursed from the Project Account. To the extent the Investor approves the payment or reimbursements requested to be disbursed from the Project Account, the Investor shall cause the Disbursing Agent to pay the Owner or such other parties as are indicated on the Disbursement Request Form the amounts described on such Disbursement Request Form which have been approved by the Investor. Additionally, on the Closing Date, the Investor shall cause the Disbursing Agent to disburse to the ESID for closing costs related to the financing described in this Agreement in an amount not to exceed $278,128.00, as detailed in Exhibit E to this Agreement. Without limiting the generality of the foregoing, disbursements made pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 this paragraph may be for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject fees to the terms Investor, fees to the ESID, legal fees, fees to the City, and provisions other closing costs or contingencies. If at any time an Event of such Letter of Credit Default has occurred and is continuing under this Agreement, the Issuer Investor may withhold approval of any requests for disbursement until the Event of Default is cured and its effects are removed. Notwithstanding the foregoing, upon the Investor’s receipt from the Owner’s Lender of notice of a default under the Lender Loan Documents beyond the expiration of any applicable notice and cure period, the Owner shall make such payment forfeit all rights under this Agreement to the beneficiary Lender (including, without limitation, any rights to disbursements), and the Lender shall be entitled to all of the rights of the Owner under this Agreement. So long as the Owner’s Lender has cured (or its designeecaused the cure of) any Event of such Letter Default under this Agreement, or, if any Event of Credit. Prior to 1:00 p.m., New York City time, on Default is not curable by the first Business Day following the Disbursement DateLender, the Borrower will reimburse Lender has agreed to complete construction of the Administrative AgentProject notwithstanding the Event of Default under this Agreement, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit then disbursements shall be made available to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of this Agreement and the Disbursing Agreement. In such Borrowing to the Administrative Agentevent, the proceeds of which shall Owner hereby irrevocably makes, constitutes, and appoints the Owner’s Lender as the Owner’s true and lawful attorney and agent-in-fact to execute all documents and other agreements and instruments and do such other acts and things as may be applied directly by the Administrative Agent necessary to reimburse the Issuer for the amount of such drawpreserve and perfect its interests and rights under this Agreement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby The Owner acknowledges and agrees that it shall be obligated to reimburse its appointment of the Lender as set forth herein upon each Disbursement its attorney and agent-in-fact for the purposes specified in this Section is an appointment coupled with an interest and shall be irrevocable until all of a Letter the obligations under the Lender Loan Documents are satisfied. Nothing contained in this Section shall obligate the Lender to perform any obligations on behalf of Creditthe Owner (including, without limitation, the obligation to complete the Project).

Disbursements. The Issuer will notify At the Borrower end of each calendar quarter (and on the Termination Date), the Escrow Agent shall deliver to Fluence and the Administrative Agent promptly Representative a statement summarizing the Additional Merger Consideration deposited into the Escrow Account that quarter by Fluence, the interest accrued in the Escrow Account that quarter, and the total amount of all Claimed Amounts made pursuant to Sections 3 or 4 hereof in connection with the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date Escrow Account (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amountsexcess, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to balance in such Escrow Account over the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the total amount of such drawClaimed Amounts against such Escrow Account shall be referred to as the " Quarterly Escrow Balance"). Without limiting in Fluence and the Representative each shall review the accuracy of the Quarterly Escrow Balance and notify the Escrow Agent and each other of any way asserted discrepancy or of the absence of any discrepancy within ten (10) business days of receipt of the foregoing statement. Upon the Escrow Agent's notification of no discrepancy by Fluence and notwithstanding anything the Representative within the ten (10) business day period specified in the preceding sentence, then within ten (10) business days thereafter, the Escrow Agent shall deliver to each of the Opmaxx Common Stockholders an amount of the Additional Merger Consideration representing such Opmaxx Common Stockholder's share of the Quarterly Escrow Balance less a portion of the accrued interest allocable, on a proportional basis, to the contrary contained hereinClaimed Amounts, free and clear of the Escrow created by this Agreement. If either Fluence or the Representative notifies the Escrow Agent of a discrepancy, any dispute with respect to such discrepancy shall be resolved by mandatory binding arbitration as provided in Section 4. After the last claim shall have been resolved pursuant to Sections 3 and 4 hereof and all Additional Merger Consideration deliverable to Fluence upon the resolution of all such Claimed Amounts and their allocated interest have been delivered to Fluence, the Borrower hereby acknowledges and agrees that it remaining balance, if any, of the Additional Merger Consideration shall be obligated delivered by the Escrow Agent to reimburse each Opmaxx Common Stockholders free and clear of the Lender as set forth herein upon each Disbursement of a Letter of CreditEscrow created by this Agreement.

Disbursements. The Issuer All disbursements shall be for obligations incurred, after the effective date, in the performance of this Agreement, and shall be supported by contracts, invoices, vouchers and other data, as appropriate, evidencing the disbursements. DRA will notify make disbursements in proportion to DRA’s percentage of the Borrower project budget. EIN and DRA Project Numbers: All payment requests must show the nine digit taxpayer identification numbers assigned by the Internal Revenue Service and the Administrative Agent promptly of the presentment for payment of project number assigned to this project by DRA. Rebates and Discharges from Awardee agrees that any Letter of Credit issued refunds, rebates or credits, or other amounts (including interest earned thereon) received by the Issuer, together with notice of the date (the “Disbursement Date”) such payment awardee shall be paid to Liability: DRA to the extent that they are properly allocable to costs for which the awardee has been reimbursed. Awardee will, when requested, assign such amounts to DRA and execute such releases as may be appropriate to discharge the Authority, its officers and agents from liabilities arising out of this Agreement. Official not to Benefit: No member or delegate to Congress, or resident Commissioner, shall be admitted to any part of this Agreement, or any benefit that may arise therefrom; but this provision shall not be construed to extend to this Agreement if made (each such paymentwith an incorporated entity for its general benefit. Covenant Against Contingent Fees: The awardee warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 awardee for the purpose of cash collateralizing securing business. For breach or violation of this warranty the Letter of Credit Outstandings Authority shall have the right to reimburse annul this Agreement without liability or in its discretion to deduct from the Issuer for any such Disbursement provided such cash collateralaward amount or consideration, after giving effect to such disbursement would not or otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreementrecover, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the full amount of such drawing with funds other than commission, percentage, brokerage, or contingent fee. Certification Regarding Debarment: Awardee certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency. Fraud: The awardee certifies that it has not within a three year period preceding the proceeds submission of the Loansaward application been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, the Borrower shall be deemed attempting to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, appliedobtain, or required to performing a public, whether it be appliedfederal, to reimburse the Issuer pursuant to the second sentence state, or local, transaction or contract under a public transaction or violated federal or state anti-trust statutes or commission of this Section 2.6.2. Each Lender (other than the Issuer) shallembezzlement, in accordance with Section 2.3.1theft, make available its pro rata share forgery, bribery, falsification or destruction of such Borrowing to the Administrative Agentrecords, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereinmaking false statements, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditor receiving stolen property.

Disbursements. Conversion to ---------------------------- Revolving Loans. The Issuer --------------- will notify the Borrower Parent and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “"Disbursement Date”") such payment shall be made (each such payment, a “"Disbursement”"). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.12:00 noon, New York City time, on the first Business Day following the Disbursement Date (the "Disbursement Due Date"), the Borrower will Borrowers shall be obligated, on a joint and several basis, to reimburse the Administrative Agent, for the account of the Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementCredit, together with interest thereon at the rate per annum otherwise applicable to Revolving Loans (made as Base Rate Loans) from and including the Disbursement Date to but excluding the Disbursement Due Date and, thereafter (unless such Disbursement is converted into a Base Rate Loan on the Disbursement Due Date), at a rate per annum equal to the Alternate Base Rate rate per annum then in effect for Base Rate with respect to overdue Revolving Loans (with the Applicable Margin for Revolving Loans maintained made as Base Rate Loans accruing on such amountLoans) pursuant to Section 3.3 3.2.2 for the period from and including the Disbursement Due Date through to but excluding the date of such reimbursement. Notwithstanding anything contained herein to the contrary; provided, however, that, if no Default shall have then occurred and be continuing, unless the Borrower shall Borrowers have notified the Administrative Agent and the Issuer no later than one Business Day prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing Disbursement Due Date that the Borrower intends to it will reimburse the Issuer for the applicable Disbursement, then the amount of such drawing with funds other than the proceeds of the Loans, the Borrower Disbursement shall be deemed to have timely given be a Notice Revolving Loan constituting a Base Rate Loan and following the giving of Borrowing pursuant to Section 2.3 notice thereof by the Administrative Agent to the Administrative AgentLenders, requesting each Lender with a Borrowing of Base Rate commitment to make Revolving Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, will deliver to the Issuer on the Disbursement Due Date immediately available funds in accordance with Section 2.3.1, make available its pro rata share an amount equal to such Lender's Percentage of such Borrowing to the Administrative Agent, the proceeds Revolving Loan. Each conversion of which Disbursement amounts into Revolving Loans shall be applied directly constitute a representation and warranty by the Administrative Agent to reimburse Borrowers that on the Issuer for date of the amount making of such draw. Without limiting in any way Revolving Loan all of the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as statements set forth herein upon each Disbursement of a Letter of Creditin Section 5.2.1 are true and correct.

Disbursements. (a) The Issuer will notify Funding Amount is available for disbursement. OCII’s obligation to approve the Borrower and expenditure of Predevelopment Funds prior to the Administrative Agent promptly Loan Closing Date is subject to Borrower’s satisfaction of the presentment for payment following conditions precedent: (i) Borrower must have delivered to OCII (an Expenditure Request in form and substance satisfactory to OCII, together with: (i) copies of any Letter invoices, contracts or other documents covering all amounts requested; (ii) a line item breakdown of Credit issued costs to be covered by the IssuerExpenditure Request; and (iii) copies of checks issued to pay expenses covered in the previous Expenditure Request. Any request from Borrower to reallocate Funds between the line items or to change the budget limits for a line item from what is shown in the Table of Sources and Uses must be approved as follows: (i) except for funds moved from the contingency line item to another line item, together a requested reallocation of Funds in an amount up to ten percent (10%) of the Loan Amount in the aggregate may be made with the express written approval of OCII’s Executive Director or his/her designee; and (ii) except for funds moved from the contingency line item to another line item, a requested reallocation of Funds in an amount that exceed ten percent (10%) of the Loan Amount may be made only with the express written approval of the OCII Executive Director. Reallocations of Funds from contingency line items to other line items shall not require the consent of OCII. (ii) No Event of Default, or event that with notice or the passage of time or both could constitute an Event of Default, may have occurred that remains uncured as of the date of the Expenditure Request. (iii) With respect to any Expenditure Request that covers rehabilitation or construction costs, Borrower must have certified to OCII that the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit Project complies with the Administrative Agent pursuant to Section 3.2.1(b)(B)labor standards set forth in Exhibit F, Section 8.21, Section 8.3 or Section 8.4 if applicable. (iv) Borrower must have complied with the following loan conditions, as required by the Citywide Affordable Housing Loan Committee through its approval of the Project’s Loan Evaluation on December 6, 2013 Loan Evaluation which include: 1. OCII and MOHCD must review and approve the investor and lender Requests for Proposals for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any Project. Borrower must allow OCII staff and its financial advisor, with borrower participation in such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be appliedcommunication, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender communicate directly with prospective and selected lenders/investors (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding Notwithstanding anything to the contrary contained herein, the foregoing shall not be a condition to disbursement of Loan Funds prior to the issuance of the Request for Proposals.) 2. Borrower hereby acknowledges will collaborate with OCII/MOHCD staff to determine the most appropriate financial plan for the Project that conforms to the DDA, MOHCD Underwriting Guidelines, CNI and agrees that it applicable HUD regulations, and HOPE SF principles. (b) OCII shall be obligated endeavor to reimburse either approve or disapprove such Expenditure Request within 10 business days of receipt. In the Lender as set forth herein upon each Disbursement event OCII disapproves an Expenditure Request OCII shall provide written notice thereof to Borrower specifying the reason for such disapproval. OCII shall endeavor to fund all approved expenditure requests within five (5) business days of a Letter of Creditapproval.

Disbursements. (a) The Issuer applicable Issuing Bank will notify the Cayman Borrower and the Administrative Agent promptly of upon the presentment for payment of any Letter of Credit issued by the Issuersuch Issuing Bank, together with notice of specifying the date (the “Disbursement Date”) on which such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer applicable Issuing Bank shall make such payment to the beneficiary (or its designee) of such Letter of CreditCredit and shall notify the Cayman Borrower and the Administrative Agent of the making of such payment, whereupon, such amount shall be immediately due and payable by the Cayman Borrower. The obligation of the Cayman Borrower to pay such amount shall be deemed satisfied by the reimbursement of such amount by the Lenders pursuant to this Section 2.5.2(a). Prior to 1:00 p.m., New York City time, 10:00 a.m. on the first Business Day following the Disbursement Date, the Administrative Agent shall, to the extent that it has received a notice of Disbursement from the applicable Issuing Bank as described above, notify each Lender with a Commitment to make Revolving Loans (in the case of any Revolving Letter of Credit) or Synthetic Revolving Loans (in the case of any Synthetic Revolving Letter of Credit) of the making of such payment. Unless such amount has been previously reimbursed by the Cayman Borrower will prior to 1:00 p.m. on the Disbursement Date, (i) in the case of any Disbursement in respect of a Revolving Letter of Credit, each Lender with a Commitment to make Revolving Loans shall reimburse the Administrative Agent, for the account applicable Issuing Bank in an amount equal to such Lender’s Percentage of Issuer, such Disbursement for all amounts which such Issuing Bank has paid in connection with such Disbursement and (ii) in the Issuer has disbursed under such case of any Disbursement in respect of a Synthetic Letter of Credit to the extent that the amounts on deposit with Credit, the Administrative Agent are insufficient shall reimburse the applicable Issuing Bank for all amounts which such Issuing Bank has paid in connection with such Disbursement (which amount shall be deemed to satisfy be a Synthetic Revolving Loan made in accordance with Section 2.1.3 on behalf of each Lender with a Synthetic Revolving Deposit in an amount equal to such disbursementLender’s Percentage of such Disbursement) (each such obligation under clause (i) or clause (ii) above, together a “Reimbursement Obligation”). (b) Notwithstanding anything to the contrary contained in Section 2.1.2, each Lender with a Commitment to make Revolving Loans, upon receipt by the Administrative Agent (for the benefit of the applicable Issuing Bank) of the payment specified in clause (a)(i) above, shall be deemed to have made a Revolving Loan to the Cayman Borrower in an amount equal to such Lender’s pro rata share of the amount of such payment, which shall, until such time as the Cayman Borrower may deliver a Continuation/Conversion Notice in accordance with Section 2.3, accrue interest thereon at a rate per annum equal to the Alternate Base Rate rate per annum then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 3.2 for the period from the Disbursement Date through the date of such reimbursement. repayment or prepayment, but which shall otherwise be subject to the terms and conditions of the Loan Documents applicable to Revolving Loans. (c) Notwithstanding anything contained herein to the contrarycontrary contained in Section 2.1.3, howevereach Lender with a Synthetic Revolving Deposit shall, unless upon receipt by the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds applicable Issuing Bank of the Loans, the Borrower payment specified in clause (a)(ii) above shall be deemed to have timely given made a Notice of Borrowing pursuant to Section 2.3 Synthetic Revolving Loan to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and Cayman Borrower in an amount equal to the amount such Lender’s Synthetic Revolving Deposit Percentage of such drawing less amountsreimbursement payment, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) which amount shall, until such time as the Cayman Borrower may deliver a Continuation/Conversion Notice in accordance with Section 2.3.12.3, make available its pro rata share of such Borrowing accrue interest at a rate per annum equal to the Administrative Agentrate per annum then in effect for Base Rate Loans (with the Applicable Margin accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of repayment or prepayment, the proceeds of but which shall otherwise be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything subject to the contrary contained herein, terms and conditions of the Borrower hereby acknowledges and agrees that it shall be obligated Loan Documents applicable to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditSynthetic Revolving Loans.

Disbursements. The An Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior Not later than 1:00 p.m. on (i) a Disbursement Date, if the Borrower shall have received notice of such Disbursement prior to 1:00 p.m.10:00 a.m. on such Disbursement Date, New York City time, on or (ii) the first Business Day immediately following the a Disbursement Date, if such notice is received after 10:00 a.m. on such Disbursement Date, the Borrower will reimburse such Issuer directly in full for such Disbursement. Each such reimbursement shall be made in immediately available funds in the Administrative AgentCurrency in which such Disbursement was made together (in the case of a reimbursement made on such immediately following Business Day, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 3.2 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of provided that if such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing reimbursement is not made when due pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than , then the Issuer) shall, interest rates set forth in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which 3.2.2 shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such drawapply. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereinherein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein applicable Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the Borrower shall not have reimbursed such amount in full to such Issuer pursuant to this Section 2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and unconditionally pay in the Currency in which such Disbursement was made and in same day funds to the Administrative Agent for the account of such Issuer the amount of such Revolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative Agent, and the Administrative Agent so notifies the Revolving Loan Lenders prior to 2 p.m., on any Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2 p.m. on the day of receipt, payment shall be made on the immediately following Business Day). If and to the extent such Revolving Loan Lender shall not have so made its Revolving Loan Percentage of the amount of such payment available to the applicable Issuer, such Revolving Loan Lender agrees to pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuer, at the Federal Funds Rate.

Disbursements. The Issuer will notify Landlord shall have the Borrower right to disburse the Allowance Amount (and any Deposits deposited with Landlord by Tenant hereunder) for Tenant Improvement Costs in such order as Landlord shall determine. In the event that (i) Tenant requests in writing (a “Disbursement Request”) that Landlord disburse all or any portion of the Allowance Amount and the Administrative Agent promptly Deposits for Tenant Improvement Costs and (ii) in Landlord’s judgment, the Allowance Amount and the Deposits then held by Landlord are sufficient to cover the sum of (A) the presentment for payment of any Tenant Improvement Costs directly payable by Landlord, if any, in connection with this Work Letter of Credit issued and (B) the amounts desired to be so disbursed by the IssuerTenant, together with notice of the date (the “Disbursement Date”) Landlord shall make such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent disbursements to Tenant pursuant to this Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would 4.2. Landlord shall not otherwise be required to be remake more than one such disbursement to Tenant per calendar month and then only if on or before the twenty-deposited under any fifty (25th) day of the preceding calendar month, Tenant delivers to Landlord (i) a request for payment substantially in the form of AIA Standard Form document G702, (ii) invoices from all of Tenant’s Agents covered by Tenant’s Disbursement Request, (iii) executed mechanic’s lien releases from all of such Section. Subject Tenant’s Agents that are entitled to lien rights, which shall comply with the terms and appropriate provisions of such Letter of Credit applicable Law, as determined in good faith by Landlord; and this Agreement, the Issuer shall make such payment to the beneficiary (or its designeeiv) of such Letter of Creditall other information reasonably requested by Landlord. Prior to 1:00 p.m., New York City time, on the first Business Day following the Tenant’s Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower Request shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Provided that such Disbursement Request (and the work covered hereby) is in Landlord’s judgment in compliance with the provisions of this Work Letter and that Landlord does not dispute any work previously performed based on non-compliance of such work with the Approved Working Drawings, substandard work or for any other reason, on or before the last day of the calendar month following Landlord’s receipt of such Disbursement Request, Landlord shall deliver a check to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and Contractor in an amount equal to the lesser of: (A) ninety percent (90%) of the amount so requested by Tenant and (B) the balance of any remaining available portion of the Allowance Amount and Deposits held by Landlord. Landlord’s payment of such drawing less amountsamounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s Disbursement Request. In addition to the conditions set forth in this Section 4.2 applicable to all disbursements set forth in any Disbursement Request, if anyany disbursement of any retention previously withheld by Landlord and requested by Tenant, appliedfollowing completion of the Tenant Improvements, the following conditions to payment shall also be applicable: (i) Tenant shall deliver to Landlord properly executed final mechanic’s lien releases from all such Tenant’s Agents in compliance with applicable Law, (ii) Landlord shall determine that no substandard work (with respect to the Tenant Improvements) exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or required any other tenant’s use of such other tenant’s leased premises in the Building, (iii) Landlord shall have determined that all other Tenant Improvement Costs shall have been paid in full, (iv) Landlord’s Architect and/or Landlord shall have determined that Substantial Completion of the Tenant Improvements has occurred and (v) Tenant’s Architect shall have delivered to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shallLandlord a certificate, in accordance with Section 2.3.1form reasonably satisfactory to Landlord, make available its pro rata share certifying that construction of such Borrowing to the Administrative Agent, Tenant Improvements in the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such drawPremises have been substantially completed. Without limiting in any way the foregoing and notwithstanding Notwithstanding anything to the contrary contained hereinin this Work Letter, the Borrower hereby acknowledges and agrees that it in no event shall Landlord be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditfund any disbursement request in accordance with this Section 4.2 below submitted to Landlord after June 30, 2009.

Disbursements. The Issuer will notify Disbursements from the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment Project Fund to pay Project Costs shall be made only upon receipt by the Disbursing Agent of written requisitions, in each instance signed by the Project Officer and (each such paymentexcept for requisitions relating to the costs of issuing the Bonds) approved by the Bondowner, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit in accordance with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose provisions of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such this Section. Subject Requisitions shall be in substantially the form of Exhibit B. Disbursements for construction related Project Costs shall be subject to the terms and provisions conditions set forth in Exhibit C. By the filing of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereineach requisition, the Borrower hereby acknowledges represents and agrees covenants that each such requisition shall be: (i) for Project Costs that have not been the basis of a prior or contemporaneous requisition or of a prior payment of an external loan or of a prior reimbursement of internal advances, and that to the extent it is for the reimbursement of Project Costs paid by the Borrower before the date of issuance of the Bonds, such reimbursement is consistent with the representations and warranties made by the Borrower in Subsection 1002(c); (ii) for Project Costs related to work, services, material or equipment that is in accordance with all material and applicable building, zoning, land use, environmental protection, historical, sanitary and safety laws, rules and regulations, and material and applicable insurance requirements and the provisions of this Agreement; and that all permits, licenses and approvals required for the items covered by the requisition have been obtained; and (iii) accompanied by satisfactory evidence that the monies remaining undisbursed in the Project Fund (less the retainage described in Exhibit C hereof) are sufficient for the payment of all direct and indirect costs of completion of the Project (including closing costs and equipment purchases) in accordance with all of the terms and provisions hereof. If such satisfactory evidence is not furnished, it shall be obligated a condition to reimburse the Lender as set forth herein Bondowner’s approval of any Borrower requisition that the Borrower deposit into the Project Fund an amount which, together with the then undisbursed monies in the Project Fund (less the aforesaid retainage) will be sufficient to pay the aforesaid costs of completion of the Project (including the closing costs and equipment purchases). The Borrower agrees, forthwith upon each Disbursement of a Letter of Creditdemand by the Bondowner, to make all such deposits.

Disbursements. The Issuer will notify Agent shall cause the Borrower and Depository Bank to transfer the Administrative Agent promptly Capital/FF&E Reserve Funds to Borrower’s account to pay for Capital/FF&E Expenditures (provided that, during a Cash Sweep Condition (except in the case of an emergency), Loan Parties (or Property Manager) shall not make more than one withdrawal in any calendar month), subject to satisfaction of the presentment following conditions: (i) at the time of making of such request and at the time a withdrawal is to be made, no Event of Default shall have occurred and be continuing; (ii) the Capital/FF&E Expenditures that are the subject of the disbursement request were identified in an Approved Capital/FF&E Expenditures Budget or are otherwise approved in writing by Agent (which approval shall not be unreasonably withheld, conditioned or delayed), except with respect to Capital/FF&E Expenditures made on account of an emergency as reasonably determined by Loan Parties; and (iii) except in the case of an emergency as reasonably determined by Loan Parties, Loan Parties (or Property Manager) shall have delivered to Agent a written request for the withdrawal at least ten (10) Business Days prior to the date requested for the withdrawal, which shall include a certificate of a duly authorized officer of Loan Parties (x) certifying as to the matters set forth in the preceding clauses (i) through (ii) above, (y) attaching invoices or bills for the payment of any Letter the Capital/FF&E Expenditures which are the subject of Credit issued by such withdrawal request, and (z) stating the Issuer, together with notice total amount of the date requested withdrawal. Except in the case of an emergency as reasonably determined by Loan Parties, Agent shall not be required to make disbursements from the Capital/FF&E Expenditures Account unless such requested disbursement is in an amount greater than $25,000 (or a lesser amount if the “Disbursement Date”total amount in the Capital/FF&E Expenditures is less than $25,000, in which case only one disbursement of the amount remaining in the account shall be made) and such payment disbursement shall be made (only upon satisfaction of each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then condition contained in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credit3.4.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly a. No disbursement of the presentment Loan will be made until after the Borrower's Equity requirements are complied with. b. Except for payment of any Letter of Credit issued by advances for the Issuer, together with notice acquisition of the date (Property and approved soft costs, disbursements under the “Disbursement Date”) such payment shall Loan will be made (each such paymenton a percentage of completion basis, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant percentage of completion to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would be determined by Lender in its sole discretion. c. Lender shall not otherwise be required to be re-deposited under make any such Section. Subject disbursement of the Loan more than once each month nor at any time Borrower is in default with respect to any of the terms and provisions conditions hereof or the other Loan Documents (for purposes of such Letter disbursement of Credit the Loan, any default shall not require notice and this Agreementshall include elapse of time, or both, which would constitute a default). d. Disbursement of the Issuer Loan shall make such payment be subject to the beneficiary submission by Borrower of the Draw Request accompanied by such additional documents as Lender shall deem necessary, including evidence showing: (or its designeei) the value of such Letter that portion of Credit. Prior the Project completed to 1:00 p.m.date; (ii) that there are no outstanding claims for labor, New York City timematerials, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts and fixtures which the Issuer has disbursed under such Letter of Credit have an invoice date more than thirty (30) days prior to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein the Draw Request, unless there is some dispute as to the contraryvalidity of the claims; (iii) that no outstanding claims for labor, howevermaterials and fixtures have been paid more than thirty (30) days past their respective invoice dates, unless there has been some dispute as to the validity of the claims; (iv) that there are no uninsured liens outstanding against the Project, except for the Mortgage, unfiled mechanics' and materialmen's liens, and other inchoate liens for property taxes not yet due; (v) that Borrower shall have notified has complied with all of Borrower's obligations under the Administrative Agent and the Issuer Loan Documents; (vi) that all construction completed prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse request for advance under the Issuer for the amount of such drawing with funds other than the proceeds of the LoansDraw Request, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, has been completed in accordance with Section 2.3.1, make available its pro rata share of such Borrowing the Plans and Specifications; and (vii) that all funds previously disbursed by Lender have been applied directly to the Administrative Agent, cost of construction of the proceeds Project or such other incidental costs as Lender shall have approved. (viii) that after disbursement of which the requested Draw Request the total funds disbursed under the Loan shall be applied directly not exceed 97% of the costs expended by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything Borrower with respect to the contrary contained hereinProperty. e. Under no circumstances shall funds be advanced for stored materials unless Lender receives (i) satisfactory evidence that Borrower owns such materials free and clear of any liens, (ii) evidence of insurance thereof against theft, fire and vandalism; and (iii) evidence the Borrower hereby acknowledges materials are stored in a separate and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditsecured area.

Disbursements. The Issuer (a) No funds will notify be disbursed by the Authority to the Borrower until the Borrower has delivered its Note to the Authority as set forth in Section 1.3. (b) All Borrower disbursement requests will be subject to Authority approval and will be disbursed on a cost reimbursement basis, consistent with the Administrative Agent promptly budget presented in the Borrower's application. The Authority may withhold or disallow all or part of the presentment amount requested if the Authority determines the request is not in compliance with this Agreement, applicable federal and state laws, regulations or rules as then in effect. (c) The Authority will disburse funds pursuant to approved disbursement requests complying with the provisions of this Agreement. Each disbursement request must be for payment of any Letter of Credit issued eligible costs for completed work on the Project and must be submitted at such deadlines established by the Issuer, together with notice Authority and on a form prescribed by the Authority. Each disbursement request must include supporting invoices and billing statements and be signed by an employee or elected official of the date Borrower. (d) The Authority will reimburse the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”)Borrower for eligible Project costs incurred prior to the execution of this Agreement only to the extent approved in connection with the Authority’s approval of the Borrower’s application. The Administrative Agent shall apply all funds then on deposit with Authority reserves the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings right to reimburse the Issuer Borrower for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject approved costs incurred prior to the terms and provisions execution of such Letter of Credit and this Agreement, Agreement by making disbursements therefor over a two-year period in eight equal quarterly payments. (e) Disbursements will be made by the Issuer shall make such payment Authority to the beneficiary (or its designee) Borrower within 30 days of such Letter receipt of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, howeverBorrower’s request, unless the Borrower shall have notified the Administrative Agent and the Issuer prior Authority determines to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, withhold disbursement in accordance with the provisions of this Agreement. The Authority will endeavor to pay disbursement requests submitted by the Borrower not later than the 15th day of the month by the 25th day of the same month. (f) If the entire amount specified in Section 2.3.11.1 is not fully disbursed by June 30, make available its 2018, no further disbursements will be made. In such event or if final eligible Project costs are less than the total financing amount specified in Section 1.1, the undisbursed balance of the Loan amount not disbursed will be applied to the outstanding principal installments of the Loan on a pro rata share of such Borrowing basis or as otherwise determined by the Authority. The Authority will revise Exhibit A to this Agreement to reflect the reduction in principal amount and promptly deliver a copy to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditBorrower.

Disbursements. The An Issuer will notify the applicable Borrower and the Administrative Agent promptly of the presentment for payment of any drawing under Letter of Credit issued by the such Issuer, together with notice of the date (the “Disbursement Date”"DISBURSEMENT DATE") such payment shall be made (each such payment, a “Disbursement”"DISBURSEMENT"). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, 12:30 p.m. on the first Business Day following the Disbursement DateDate (the "DISBURSEMENT DUE DATE"), the applicable Borrower will reimburse the Administrative AgentAgent (any such reimbursement obligation to be a joint and several obligation of the Borrowers), for the account of the applicable Issuer, for all amounts which the such Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementCredit, together with interest thereon at a rate per annum equal to the Alternate Base Rate rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 SECTION 3.2 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary; PROVIDED, howeverHOWEVER, that, if no Default shall have then occurred and be continuing, unless the applicable Borrower shall have has notified the Administrative Agent and the Issuer no later than one Business Day prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing Disbursement Due Date that the Borrower intends to it will reimburse the Issuer for the applicable Disbursement, then the amount of such drawing with funds other than the proceeds of the Loans, the Borrower Disbursement shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting be a Borrowing of Revolving Loans by the applicable Borrower constituting Base Rate Loans on and, following the date on which such drawing is honored and in an amount equal giving of notice thereof by the Administrative Agent to the amount of such drawing less amountsLenders, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each each Lender (other than the Issuer) shall, will deliver to the Issuer on the Disbursement Due Date immediately available funds in accordance with Section 2.3.1, make available its pro rata share an amount equal to such Lender's Percentage of such Borrowing to Borrowing. Each conversion of Disbursement amounts into Revolving Loans shall constitute a representation and warranty by each Borrower that on the Administrative Agent, date of the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount making of such drawRevolving Loans all of the statements set forth in SECTION 5.2.1 are true and correct. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained hereinherein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall jointly and severally be obligated to reimburse the Lender as set forth herein applicable Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is such Borrower or any other Borrower).

Disbursements. The Issuer will notify Custodian is hereby authorized and directed to disburse cash from time to time as follows: (a) for the Borrower purchase of Securities by the Trust, upon receipt by the Custodian of (i) Written or Oral Instructions specifying the Securities and stating the purchase price and the Administrative Agent promptly name of the presentment broker, investment banker or other party to or upon whose order the purchase price is to be paid and (ii) either the Securities so purchased, in due form for payment of any Letter of Credit issued transfer or already registered as provided in Section 4, or notification by a Securities Depository or a Federal Reserve Bank that the Securities have been credited to the Custodian's account with the Securities Depository or Federal Reserve Bank; (b) for transferring funds, including xxxx-to-the-market payments, as directed by the IssuerTrust in connection with a repurchase agreement covering Securities that have been received by the Custodian as provided in subsection (a) above, together with notice upon receipt by the Custodian of Written or Oral Instructions specifying the Securities, the purchase price and the party to whom the purchase price is to be paid; (c) to advance or pay out accrued interest on bonds purchased, cash dividends on stocks sold and similar items. In the event that any Securities are registered in the name of the date Trust or its nominee, the Trust will endorse, or cause to be endorsed, to the Custodian dividend and interest checks, or will issue appropriate orders to the issuers of the Securities to pay dividends and interest to the Custodian; (d) for transferring funds as directed by the “Disbursement Date”Trust to its redemption paying agent; (e) for exercising warrants and rights received upon the Securities, upon timely receipt of Written or Oral Instructions authorizing the exercise of such payment shall warrants and rights and stating the consideration to be made paid; (each such f) for repaying, in whole or in part, any loan of the Trust, upon receipt of Written or Oral Instructions directing payment; (g) for transferring funds to any Sub-Custodian, upon receipt of Written or Oral Instructions and upon agreement by the Custodian; and (h) to disburse money to or upon the order of the Trust, as it may from time to time direct for the following purposes; (i) to pay proper compensation and expenses of the Custodian; (ii) to transfer funds to the Trust's dividends disbursing agent; (iii) to pay, or provide the Trust with money to pay, taxes, upon receipt of appropriate Written or Oral Instructions; (iv) to transfer funds to a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with separate checking account maintained by the Administrative Agent Trust pursuant to Section 3.2.1(b)(B)17(f) of the 1940 Act; and (v) to pay interest, Section 8.2management or supervisory fees, Section 8.3 or Section 8.4 administration, dividend and transfer agency fees and costs, compensation of personnel and operating expenses, including but not limited to fees for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for legal, accounting and auditing services. Before making any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower Custodian shall have notified receive, and may conclusively rely upon, Written or Oral Instructions requesting such payment or disbursement and stating that it is for one or more or the Administrative Agent purposes enumerated above. Notwithstanding the foregoing, the Custodian may disburse cash for other corporate purposes; provided, however, that such disbursement may be made only upon receipt of Written or Oral Instructions stating that such disbursement was authorized by resolution of the Board as a proper corporate purpose. The determination of the Board as to what shall constitute income derived from the Securities, as distinguished from principal or capital, shall be final and conclusive upon the Trust, the Custodian and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds shareholders of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditTrust.

Disbursements. Tenant may request monthly progress payments out of the Allowance in accordance with this Section 5.2.2.1. In connection with the foregoing, and not more than once each calendar month, Tenant shall deliver to Landlord: (i) a request for payment approved by Tenant detailing the work completed; (ii) invoices from the Contractor and its subcontractors and suppliers for labor rendered and materials delivered to the Ninth Floor Expansion Premises; and (iii) conditional mechanic’s lien releases from all of Tenant’s Agents performing the Improvements for which the applicable payment is requested which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 8138. Within thirty (30) days after Landlord has received all of the items in the foregoing clauses (i) through (iii), Landlord shall deliver a check to Tenant payable to Tenant, or, at Tenant’s sole election, a check payable jointly to Tenant and Contractor, in payment of the lesser of: (A) the amounts so requested by Tenant, less an amount, to the extent not already reflected in Tenant’s request for payment as the retention provided for in the construction contract, equal to the lesser of (i) a ten percent (10%) retention, or (ii) the retention provided for in the construction contract approved by Landlord (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Allowance, not including the Final Retention. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Tenant may request the entire amount of the Space Planning Allowance in one or more disbursements without retention and Landlord shall disburse the same within thirty (30) days after receipt of a paid invoice evidencing the architectural and space planning services paid for with respect to the Premises. The Issuer will notify invoice shall be on the Borrower service provider’s customary invoice delivered to third parties for payment. At Tenant’s option, Landlord shall make payment of the Space Plan Allowance, or any portion thereof, directly to the service provider(s), in which event, Landlord shall pay the service provider(s) in question within such 30-day period and the Administrative Agent promptly invoices provided to Landlord as evidence of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would costs will not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly previously paid by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditTenant.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly In order to draw on all or any portion of the presentment Tenant Improvement Allowance, Tenant shall deliver to Landlord: (a) a request for payment; (b) paid receipts evidencing the labor rendered and materials delivered to the applicable portions of the Premises; (c) evidence of payment by Tenant of the amount for which reimbursement is requested; and (d) appropriate executed mechanics’ lien releases from those “Tenant’s Agents,” as that term is hereinafter defined, who have performed the Tenant Improvements for which payment is requested, which releases shall comply with the appropriate provisions of all Applicable Laws (the “Lien Releases”). Within forty-five (45) days following a written request by Tenant (provided, that Landlord shall use reasonable efforts to deliver such check within thirty (30) days, but without any Letter of Credit issued by the Issuerdefault or liability for Landlord failing to do so), together with notice the documentation set forth in (a) – (d) above, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the date lesser of: (the “Disbursement Date”i) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursementso requested by Tenant, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein in this Section 1.2.2, and (ii) the balance of any remaining available portion of the applicable Tenant Improvement Allowance. Tenant’s construction contract(s) for the Tenant Improvements shall include the right to a ten percent (10%) retention on all of Tenant’s payments for the Tenant Improvements, which retention shall not be payable by Tenant until (i) the contractor(s) in question have delivered Lien Releases for the applicable Tenant Improvements, and (ii) substantial completion of the applicable Tenant Improvements has been achieved. Notwithstanding the foregoing, Tenant shall deliver final lien releases in compliance with all Applicable Laws for all Tenant Improvements promptly upon each Disbursement substantial completion of a Letter of Creditthe applicable Tenant Improvements.

Disbursements. The Issuer will notify Lender shall disburse the Borrower Loan proceeds through the Title Company, pursuant to the Construction Escrow Agreement, based on a percentage of the Work completed in accordance with this Loan Agreement and the Administrative Agent promptly other Loan Documents. Borrowers shall not request and, subject to the provisions hereof, Lender shall not be required to make a Disbursement either directly or through the Title Company more frequently than once each calendar month for each Project. Lender may at any time take such action as it deems appropriate to verify that the conditions precedent to each Disbursement have been satisfied, including, but not limited to, verification of the presentment for payment amounts due under any construction contract relative to the Work. Borrowers agree to cooperate with Lender in any such action. If, in the course of any Letter such verification, any amount shown on any construction contract, application for payment, sworn statement or waiver of Credit issued lien is subject to a possible discrepancy, such discrepancy shall be resolved by Borrowers to Lender's satisfaction. Lender shall not be obligated to disburse Loan proceeds following any Event of Default or Unmatured Default under this Agreement, any other Loan Document, or the IssuerConstruction Escrow Agreement. Each request for Disbursement, together with notice of excluding the date (Initial Disbursement or a Construction Disbursement made simultaneously to the “Disbursement Date”) such payment Initial Disbursement, shall be made by a notice from Borrowers and addressed to Lender or its agent delivered at least ten (10) business days prior to the date of the requested Disbursement specifying in detail the amount and mode of each such paymentDisbursement and accompanied by the following, all in form and substance satisfactory to Lender, as appropriate, in its sole but reasonable discretion: a. Duplicate originals of an Owner's Sworn Statement and disbursement request in the form prescribed by Lender (which form shall also be acceptable to the Title Company); b. Duplicate originals of Contractors' Application and Certificate for Payment and Sworn Contractor's Statements in the form prescribed by Lender (which form shall also be acceptable to the Title Company), executed by each applicable Contractor and each subcontractor, and a “Disbursement”). The Administrative Agent shall apply statement of each applicable Contractor and each subcontractor that all funds then on deposit items of construction cost have been incorporated into the Projects, in accordance with the Administrative Agent Approved Plans; c. Waivers of lien with respect to all previous Disbursements and the current Disbursement from each applicable Contractor, each subcontractor and each materialman to whom payment is to be made; provided such waivers may be provided on a thirty (30) day delay basis if the Title Company agrees to issue the endorsement for the Title Policy required pursuant to Section 3.2.1(b)(B)subsection (g) hereof; d. If not previously delivered, Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be evidence that all Permits required to be re-deposited under any perform such Section. Subject Work for which a Disbursement is being requested have been issued; e. Evidence (including invoices and contracts) satisfactory to Lender showing the propriety of each nonconstruction cost item for which payment is requested and such supporting data as Lender may require to enable Lender to verify the correctness of the items described in subsections (a) and (b) above; f. Duplicate originals of certificates of both the Architects, as applicable, and Consultant, in form and substance satisfactory to Lender, to the terms effect that each of them has made diligent investigation and provisions of that, based on such Letter of Credit and this Agreementinvestigation, the Issuer shall make such payment all construction to the beneficiary (or its designee) date of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the request for Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit been completed and to the extent applicable in accordance with the Approved Plans, the Approved Budgets and the Sworn Statements, and certifying both the Architects' and the Consultant's approval of the request for Disbursement; g. The Title Company has issued an endorsement to the Title Policy extending and increasing the coverage to include the date and the amount of the requested Disbursement, insuring that the amounts Mortgages are first and prior liens on deposit with the Administrative Agent are insufficient to satisfy such disbursementProjects, together with interest thereon at a rate per annum equal as applicable, subject only to the Alternate Base Rate then in effect for Base Rate Loans (Permitted Exceptions with mechanic's lien coverage through the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) date that Work was last performed at the applicable Project pursuant to the Sworn Contractor's Statement; and h. Such other documentation as Lender or the Title Company requires. Each request for Disbursement by Borrowers shall constitute (i) Borrowers' certification that the representations and warranties contained in Section 3.3 for the period from the Disbursement Date through 3 hereof are true and correct in all material respects as of the date of such reimbursement. Notwithstanding anything request, except as Borrowers may have advised Lender in writing prior to such request, (ii) Borrowers' certification that Borrowers are in compliance with the conditions contained herein in Section 5, and (iii) Borrowers' representation and warranty to Lender that the Work and other items for which payment is requested have been incorporated into the Projects free of all liens and encumbrances other than Lender's first priority lien, and the value thereof is as estimated therein; to the contrarybest of Borrowers' knowledge, howeversuch Work and materials other than tenant improvements conform to the Approved Plans, unless the Borrower shall have notified the Administrative Agent this Agreement and all applicable Laws; and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date requisitioned value of such drawing that Work and materials and the Borrower intends to reimburse amounts of all other items of cost for which payment is requested by Borrowers have theretofore been in fact paid for in cash by Borrowers or the Issuer same are then due and owing by Borrowers. Approval by Lender of requests for the amount of such drawing with funds other than the proceeds advances shall not constitute an acceptance by Lender of the LoansWork, materials or other items of cost for which payment is requested by Borrowers. Provided Lender receives complete and orderly draw requests, together with the Borrower appropriate lien waivers, Lender shall fund such requests within ten (10) business days; provided, absent Lender's gross negligence or willful misconduct, Lender shall not be liable for any losses due to its failure to fund draw requests within ten (10) business days. All disbursements shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 made by the Title Company directly to the Administrative Agentapplicable subcontractors, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal except for disbursements related to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of Tranche B Loan which shall be applied disbursed directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing Xxxx X. Xxxxxxxxxxx, Inc. Loan proceeds may be disbursed to pay incurred Hard Costs, including general contractor's overhead and notwithstanding anything profit, and developer's fee on a pro rata basis according to the contrary contained herein, percentage of the Borrower hereby acknowledges and agrees that it shall applicable Project complete or as otherwise required under the Plaza 32 Construction Contract. Contingency funds for each Project may be obligated reallocated on a pro rata basis according to reimburse the Lender percentage of the applicable Project complete. Loan proceeds may be disbursed to pay Soft Costs as set forth herein upon each Disbursement of a Letter of Creditthey are incurred.

Disbursements. The Issuer will notify (a) If the Borrower and aggregate amount remaining in the Administrative Agent promptly of Escrow Account on the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date Expiration Date (the “Disbursement DateAggregate Escrow Balance”) such payment shall be exceeds the aggregate dollar amount of any then-outstanding disputes associated with all Claims validly made prior to the Expiration Date that have not been fully and finally resolved and paid prior to the Expiration Date (each such payment, a the “DisbursementAggregate Pending Claim Amount”). The Administrative Agent shall apply all funds , then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following after the Disbursement Expiration Date, the Borrower will reimburse Escrow Agent shall release to the Administrative Agent, Paying Agent for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds benefit of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in Effective Time Holders an amount equal to the amount Aggregate Escrow Balance minus the Aggregate Pending Claim Amount. Following the Expiration Date, if an unresolved Claim is finally resolved, the Parent and the Securityholder Representative shall jointly execute and deliver to the Escrow Agent, within three (3) Business Days after final resolution of such drawing less amountsunresolved Claim, a written notice (the “Final Release Instruction”) instructing the Escrow Agent to make payment, if any, applied, or required to be applied, to reimburse within three (3) Business Days from the Issuer pursuant Escrow Funds consistent with such resolution to the second sentence Paying Agent for the benefit of this Section 2.6.2. Each Lender the Effective Time Holders of the amount (other than if any) by which the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share aggregate amount remaining of the Escrow Funds as of the date of resolution of such Borrowing Claim that is the subject of the Final Release Instruction exceeds the aggregate amount of the disputed amounts associated with all other remaining unresolved Claims. (b) Upon receipt of a Conceded Amount Notice with respect to a particular outstanding Claim, the Escrow Agent shall promptly pay to the Administrative Agentapplicable Claimant, as the case may be, the proceeds Conceded Amount. (c) Upon receipt of which an Order or a Final Decision with respect to a particular outstanding Claim, the Escrow Agent shall be applied directly by promptly pay to the Administrative applicable Claimant, as the case may be, the Ordered Amount, if any. (d) In the event that the Parties jointly instruct the Escrow Agent to reimburse disburse the Issuer for Escrow Funds to any party, the amount of Escrow Agent shall comply with such draw. Without limiting in instructions, any way the foregoing and notwithstanding anything provision herein to the contrary contained hereinnotwithstanding. (e) The Parties agree that the residual interest, if the Borrower hereby acknowledges and agrees that it final release of the Escrow Funds is mid-month, shall be obligated to reimburse wired as jointly directed by the Lender as set forth herein upon each Disbursement of a Letter of CreditParent and the Securityholder Representative.

Disbursements. The Issuer will notify (a) Tenant shall be entitled to disbursements from Landlord from time to time from the Borrower and the Administrative Agent promptly of the presentment Tenant Improvement Allowance for payment of any Letter of Credit issued actual costs incurred by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 Tenant for the purpose of cash collateralizing the Letter of Credit Outstandings Tenant Improvements. Tenant shall provide written notice to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be reLandlord at least twenty-deposited under any such Section. Subject one (21) days prior to the terms and provisions requested date of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy each such disbursement, together with interest thereon at which notice shall include a rate per annum equal to certified statement by the Alternate Base Rate then in effect for Base Rate Loans (with Architect, the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for general contractor and Tenant indicating the period from the Disbursement Date through the proposed date of such reimbursement. Notwithstanding anything contained herein disbursement, the proposed amount of such disbursement and a list of the contractors, subcontractors and suppliers and the amounts to be paid to such persons from such disbursement, and a description of the work and supplies which have been furnished and completed by such persons for such disbursement and copies of all invoices from such contractors, subcontractors and suppliers or work and supplies to the contraryLeased Premises. Such certified statement shall be in the form of an Application for Payment (AIA Forms G702 and G703), howeversaid forms to be provided to Landlord, unless and shall contain such additional information as may be required by Landlord. Landlord shall be entitled to make all or part of any disbursement directly to the Borrower Tenant. The Tenant shall be responsible for all payments to be made to any and all respective contractors, subcontractors and suppliers of the work and/or suppliers, to the complete exoneration of the Landlord. (b) As a condition precedent to each disbursement, there shall have notified been no uncured Default by Tenant under the Administrative Agent Lease and there shall have been no mechanic's lien recorded or asserted against Tenant or the Issuer Demised Premises with respect to the Tenant Improvements. As a condition precedent to each disbursement, Tenant shall furnish to Landlord, at least seven (7) days prior to 1:00 P.M. such disbursement, mechanic's lien waivers from the contractors, subcontractors and suppliers as to the payment, work and supplies relating to such disbursements made hereunder in a form and substance satisfactory to Landlord. Initials -------------------------- Landlord Tenant (New York City timec) on the Business Day immediately preceding the date Upon full satisfaction by Tenant of such drawing that the Borrower intends all conditions required under this Work Letter for each disbursement and approval thereof by Landlord, Landlord shall pay to reimburse the Issuer for Tenant ninety percent (90%) of the amount of the completed Tenant Improvements for such drawing with funds other than disbursement and the proceeds remaining balance thereof shall be held by Landlord until the Final Disbursement (as herein defined). Tenant shall be responsible for any amounts owed for the Tenant Improvements in excess of the Loans, the Borrower Tenant Improvement Allowance and any such excess shall first be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly paid by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it Tenant before Landlord shall be obligated to reimburse disburse any funds from the Lender as set forth herein upon each Disbursement Tenant Improvement Allowance pursuant to any draw requests made hereunder. (d) The Tenant Improvement Allowance shall not include reimbursement of a Letter any of CreditTenant's trade fixtures, other fixtures not permanently attached to the Demised Premises, and other portable machinery and equipment, furniture, furnishings, merchandise and other miscellaneous movable personal property placed or installed by Tenant in the Demised Premises.

Disbursements. The Issuer will 13.4.1 At least two (2) Business Days (by 11:00 a.m. Eastern Time) prior to each date a disbursement of a Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Eastern Time for any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify the Borrower and the Administrative Agent promptly each Lender of the presentment for payment of any Letter of Credit issued proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(BAgent), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing Lender's Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an "Advance") in immediately available funds other not later than 11:00 a.m. Eastern Time on the proceeds date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to the LoansAgent such Lender's Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. If any Lender declines to make available to Agent such Lender's advance as described above, so long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower shall be deemed may require such Lender to have timely given a Notice of Borrowing sell and assign its entire interest in the Loans pursuant to Section 2.3 13.22 hereof to the Administrative an Eligible Assignee, reasonably approved by Agent, requesting a Borrowing upon payment by such Eligible Assignee of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the entire par amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditLender's interest.

Disbursements. (a) The Issuer will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued Escrowed Property shall be held by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Escrow Agent shall apply all funds then on deposit in accordance with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 terms of this Escrow Agreement for the purpose of cash collateralizing satisfying the Letter initial $200,000 of Credit Outstandings the indemnification obligations of the Company, with respect to reimburse the Issuer Escrow Property, pursuant to Section 3(p) of the Underwriting Agreement dated [ ], 2023 by and between the Company and the Representative (the “Underwriting Agreement”), for a period of 12 months from the closing of the Offering. Disbursement of such Escrowed Property upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company and the Representative. If the Company and the Representative are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Representative, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s New York office. Any determination by such intermediary regarding the disbursement of the Escrowed Property shall be communicated to the Escrow Agent by a joint written instruction of the Representative and the Company, and the Escrow Agent shall disburse the Escrowed Property from the Escrow Account as provided for in such joint written instruction. (b) In the event that any litigation or proceeding arising out of any matter in connection with the Offering and the Representative acting in its capacity as the representative of the underwriters (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within 12 months following the Closing Date and in which the Company, the Representative, or the Escrow Property becomes the subject of such litigation or proceeding, the Representative and the Company hereby authorize the Escrow Agent, at the Representative’s written instruction to the Escrow Agent if not otherwise so required, to release and deposit the Escrow Property with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Representative in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company and the Representative further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Property with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such Disbursement provided court. (c) In all instances, if either (i) no claim for indemnity is made by the Representative during the 12-month period from the closing of the Offering or (ii) it is finally determined that the Representative is not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow Property by the conclusion of the 12-month period from the closing of the Offering, the Escrow Agent shall disburse to the Company the full balance of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company, following receipt of joint written instructions from the Representative and the Company. (d) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such cash collateral, after giving effect to such disbursement would not otherwise be payment (or any portion thereof) is required to be re-deposited under any such Section. Subject returned to the terms and provisions of such Letter of Credit and this AgreementEscrow Account or another party or is subsequently invalidated, the Issuer shall make such payment declared to the beneficiary (be fraudulent or its designee) of such Letter of Credit. Prior to 1:00 p.m.preferential, New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or set aside and/or required to be appliedrepaid to a receiver, to reimburse trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the Issuer pursuant recipient shall repay to the second sentence of this Section 2.6.2. Each Lender Escrow Agent upon written request the amount so paid to it. (other than the Issuere) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (f) Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a written direction delivered to the Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement (the “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by Authorized Representatives (as defined below) of both the Company and the Representative and, in the case of Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Representative, any individual designated by Representative on Exhibit B-2 hereto (in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent1.5. (g) Upon request, the proceeds of which Escrow Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account. (h) A party may specify in a Written Direction whether the Escrow Property shall be applied directly disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Property by any means chosen by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditEscrow Agent.

Disbursements. The Issuer will notify the Borrower and the Administrative Agent promptly Any obligation constituting a Payable Claim of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment Stockholders under this Article VI shall be made satisfied (each such payment1) first, from the Escrow Amount on a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with joint and several basis until the Administrative Agent pursuant to Section 3.2.1(b)(B)Escrow Amount is exhausted, Section 8.2and (2) second, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit only to the extent that the remaining Escrow Amount is less than such Losses following depletion of the Escrow Amount, by the Stockholders, severally (in accordance with their Applicable Percentage) but not jointly, directly. (a) On the date which is twelve (12) months following the Closing Date (the “Escrow Release Date”), the Buyer and the Stockholder Representative shall issue a joint written direction to instruct the Escrow Agent to release from the Escrow Account to the Payments Administrator the amount then remaining in the Escrow Account as of the Escrow Release Date (if any), less the amount of any pending Claim submitted for indemnification under Article VI by a Buyer Party (an “Unresolved Claim”) as of the Escrow Release Date; and (b) Thereafter, as the Unresolved Claims outstanding as of the Escrow Release Date are resolved by the parties, the Buyer and the Stockholder Representative shall issue a joint written direction to instruct the Escrow Agent to release any remaining sums from the Escrow Account to the Payments Administrator, to the extent that the amount remaining in the Escrow Account exceeds at any time the total of any such remaining Unresolved Claims and any payments to the Buyer Parties required by the resolution of any prior Unresolved Claims that have become Payable Claims. (c) Any amounts on deposit released to the Payments Administrator under this Section 6.6 shall be paid by wire transfer of immediately available funds to the bank account or accounts designated in writing by the Stockholder Representative in the applicable joint written direction. With regard to any payments to be made to the Payments Administrator, the Stockholder Representative shall promptly provide a written instruction to the Payments Administrator to distribute such amount to the Stockholders and the Optionholders in accordance with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contraryDistribution Schedule; provided, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior with respect to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends any portion thereof payable to reimburse the Issuer for the amount of such drawing with funds other than the proceeds Optionholders who are current or former employees of the LoansCompany, to the Borrower applicable payroll processor for further distribution to such Optionholders (it being understood that any payments to Optionholders who are not current or former employees of the Company shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to made through the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditPayments Administrator).

Disbursements. The Issuer will notify During the Commitment Period, the Borrower and may request a Disbursement of a Loan by delivering to the Administrative Agent promptly a Disbursement Request, duly completed with all required information and executed by an Authorized Officer of the presentment for payment of any Letter of Credit issued by the IssuerBorrower, together with copies of or proper references or identification to the Invoices to be paid with the proceeds of such Loan, not later than 10:00 a.m., New York time, at least three (3) Business Days prior to the Disbursement Date requested in such Disbursement Request. Each Disbursement Request shall specify the Disbursement Date for such Disbursement, the principal amount to be disbursed and whether the Loan to be disbursed is a Tranche A Loan, Tranche B Loan or Tranche C Loan. During any one calendar month of the Commitment Period, the Borrower shall not request, and the Lenders shall not make, more than one (1) Disbursement per Tranche. Each Disbursement shall be in an amount of not less than One Million Dollars (US$1,000,000) per Tranche. The Disbursements for each Tranche to be made in a given month shall be made on the same date. (1) Upon receipt of the corresponding documentation and subject to the limitations set forth herein, the Administrative Agent shall promptly give each Lender of each Tranche notice of the date (proposed Disbursement under such Tranche, of such Lender's proportionate share thereof and of the “Disbursement Date”other matters required by Section 2.3(a) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following specified in the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans Request. (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount2) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. Not later than 10:00 a.m. (New York City time) on the Business Day date specified in each Disbursement Request, each Lender shall make available in Dollars and in immediately preceding available funds at the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds office of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available Agent its pro rata share of each Disbursement of such Borrowing to Lender's Tranche requested; provided, however, that in the case of a Tranche B Loan where Sirti is the Tranche B Lender, the Disbursement of such Loan may be effected by the appropriate book entries by the Administrative Agent, Nortel Argentina, the proceeds Borrower and Sirti if so agreed by such Persons. (3) Not later than 3:00 p.m. (New York time) (to the extent of which shall be applied directly funds actually received by the Administrative Agent at or prior to reimburse 12:00 noon), the Issuer for Administrative Agent shall disburse the amount of such draw. Without limiting funds in accordance with Section 2.3(b). (4) In the event that any way the foregoing and notwithstanding anything Lender shall fail to make available to the contrary contained hereinAdministrative Agent such Lender's portion of any Disbursement as provided in Section 2.3(a)(2), the Administrative Agent shall disburse the funds it has received from other Lenders of the same Tranche pursuant to the procedures set forth in Section 2.3(b); provided, that nothing in this Section 2.3(a)(4) shall relieve or be deemed to relieve such defaulting Lender or any other Lender from their respective obligations to make Loans hereunder or to prejudice any rights which the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the may have against any Lender as set forth herein upon each Disbursement a result of a Letter of Creditany failure by such Lender to make Loans hereunder.

Disbursements. The Issuer will notify the applicable Borrower or Borrowers and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the IssuerCredit, together with notice of the date (the “a "Disbursement Date”") such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Sectionmade. Subject to the terms and provisions of such Letter of Credit and this AgreementCredit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the The applicable Borrower or Borrowers will reimburse the Administrative Agent, for the account of Issuer, Issuer for all amounts which the Issuer it has disbursed under such Letter of Credit Credit, except to the extent that such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the amounts on deposit Issuer or the Lenders by the applicable SPC in accordance with the Administrative Agent provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")), on the Disbursement Date, if such Borrower or Borrowers are insufficient notified of such disbursement prior to satisfy 12:00 noon (New York, New 55 York, time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if such disbursementBorrower or Borrowers are not so notified (the "Reimbursement Due Date"). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by such Borrower or Borrowers on the Disbursement Date, together with such Reimbursement Obligation shall accrue interest thereon from (and including) the Disbursement Date at a fluctuating rate per annum equal to the sum of the Alternate Base Rate then from time to time in effect for Base Rate Loans (with effect, plus the Applicable Margin for Revolving ABR Loans maintained as Base Rate Loans accruing from time to time in effect, plus from (and including) the Reimbursement Due Date, a margin of 200 basis points, payable on demand. In the event the Issuer is not reimbursed by such amount) pursuant to Section 3.3 for the period from Borrower or Borrowers on the Disbursement Date through for any Reimbursement Obligation in respect of any Letter of Credit due and owing on such Disbursement Date, or if the date of Issuer must for any reason return or disgorge such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender Lenders (other than including the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing on the terms and subject to the Administrative Agentconditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 2.3 (such Borrower or Borrowers being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of which such Loans, such Reimbursement Obligation shall be applied directly by the Administrative Agent deemed not to reimburse the Issuer for the amount of be outstanding at such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Credittime.

Disbursements. The Issuer will notify If at any time Disbursement Agent is unable to calculate the Borrower Purchase Prices in respect of disbursements to be made pursuant to this Section 11(d) as a result of technical difficulties or otherwise, upon written notice from Disbursement Agent to Buyer and the Administrative Seller, Disbursement Agent promptly may request such information from Buyer. Additionally, if at any time Buyer disputes Disbursement Agent's or Seller's calculation of the presentment for payment Purchase Prices in respect of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall disbursements to be made (each such paymentpursuant to this Section 11(d), a “Disbursement”). The Administrative upon written notice from Buyer to Disbursement Agent and Seller, Disbursement Agent shall apply all not disburse funds then on deposit as provided in this Section 11(d) until such dispute is resolved. (i) Disbursement in Respect of Purchases of Eligible Assets. On each proposed Purchase Date, Disbursement Agent will disburse funds in the Disbursement Account in accordance with the Administrative Wire Instructions in the Seller Asset Schedule within 2 hours of a final Transaction Request but in no event later than 5:15 p.m. New York time, provided that (A) Disbursement Agent shall have performed the procedures set forth in Section 11(c) and all conditions to disbursement set forth therein shall have been satisfied; (B) sufficient funds exist in the Disbursement Account (taking into account amounts required to be transferred from the related Wire-out Account pursuant to Section 3.2.1(b)(B11 (a)(ii)); (C) such instructions do not include Seller or any Affiliate of Seller as payee, Section 8.2unless otherwise authorized by Buyer in writing to Disbursement Agent; and (D) if a conflict exists between the instructions of Buyer and the instructions of Seller, Section 8.3 or Section 8.4 for Disbursement Agent shall follow Buyer's instructions. In the purpose event that the funds maintained in the related Wire-out Account are not sufficient to permit the funding of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer full Wire Amount for any such Disbursement provided such cash collateralEligible Asset, after giving effect to such disbursement would not otherwise no funds shall be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of Account to fund or acquire such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditEligible Asset.

Disbursements. The Issuer will notify Lender shall disburse to Borrower all or portions of the Required Repair Fund from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower has delivered to Lender an Officer’s Certificate, in a form satisfactory to Lender, specifying the amount of the requested disbursement and the Administrative Agent promptly Required Repairs completed and certifying that all such Required Repairs have been completed and all costs in connection therewith have been paid. Simultaneously with submitting such Officer’s Certificate Borrower shall also submit copies of Lien waivers from the general contractor, any subcontractors and all materialmen and suppliers and such other evidence, as may be required by Lender, showing that they have been paid for all work and that no Liens are claimed, or alternatively, Lender may make payment directly to the contractor, subcontractors or suppliers. (b) Borrower has delivered to Lender, at Borrower’s sole cost and expense: (i) copies of all contracts and invoices for all Required Repairs; (ii) copies of building permits, any certificate of occupancy or any other certificates required and issued by Governmental Authorities in connection with any Required Repairs performed for which reimbursement is being sought under this Section 9.4; and (iii) if required by Lender, an endorsement to the Title Insurance Policy, insuring Lender against any mechanic’s Liens in connection with such Required Repairs. (c) Borrower has paid to Lender the Disbursement Fee and has delivered to Lender (i) an Officer’s Certificate certifying that all requirements set forth in this Section 9.4 have been satisfied and (ii) such other documents as Lender shall reasonably require to confirm the satisfaction of the presentment conditions contained herein and the completion of the work required to be done under this Section 9.4. (d) All disbursements requested by Borrower shall be at least $5,000 and no requests for payment of disbursements shall be made more often than once during any Letter of Credit issued by the Issuer, together with notice calendar month. (e) No Default exists as of the date of Borrower’s request for a disbursement or the actual date of disbursement. (f) Lender shall have the “right, but not the obligation, at Borrower’s sole cost and expense, to inspect the Property and/or to have the documentation regarding the Required Repairs reviewed to verify that the Required Repairs for which reimbursement is being sought have been completed in a good and workmanlike manner and are otherwise acceptable to Lender. (g) Within fifteen (15) Business Days after Borrower submits to Lender a request for a disbursement, the related supporting documentation and the required Disbursement Date”Fee, Lender shall either (i) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with advise Borrower of any additional or corrective information needed to satisfy the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 requirements hereof for the purpose of cash collateralizing requested disbursement; or (ii) shall disburse the Letter of Credit Outstandings requested disbursement amount to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such SectionBorrower. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower Lender shall have notified the Administrative Agent and the Issuer prior no obligation to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the disburse Required Repair Funds to Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to until all disbursement requirements herein have timely given a Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of Creditbeen satisfied.

Disbursements. The Issuer (a) In order to receive a Disbursement, the Recipient will notify the Borrower and the Administrative Agent promptly of the presentment for payment of any Letter of Credit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to submit the following Deliverables by the Submission Deadline provided for in Schedule “D” hereto: (i) any Deliverable(s) associated with the Disbursement, as outlined in Schedule “D” of the Funding Agreement; (ii) a Request for Funding; (iii) any other information the IESO may request, including any Check-In Reports, in its sole and absolute discretion; (iv) evidence that the Recipient has entered into the FIT Contract and evidence of the Participation Level of the Recipient, for a First Disbursement; and (v) a Final Summary Report, for any Disbursement that, in the opinion of the IESO in its sole and absolute discretion, will be re-deposited under any such Section. Subject the final Disbursement that will be paid to the terms and provisions of such Letter of Credit and this Agreement, Recipient either because it causes the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., New York City time, on the first Business Day following the Disbursement Date, the Borrower will reimburse the Administrative Agent, for the account of Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed Recipient to have timely given a Notice received the Maximum Funding Amount or for any other reason. (b) Following approval of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender (other than the Issuer) shall, any Request for Funding in accordance with Section 2.3.15.2(c), make available and provided that the Recipient is not in breach of any of its pro rata share obligations under the Funding Agreement, the IESO will pay the Recipient: (i) the first Disbursement (the “First Disbursement”), which amount shall be: (A) for each FIT Project not forming part of such Borrowing a FIT Project Portfolio, 50% of the Project Expenses multiplied by the Participation Level of the Recipient as determined by the FIT Contract, up to the Administrative AgentMaximum Funding Amount; or (B) for each FIT Project Portfolio, 50% of the proceeds Project Expenses multiplied by the average of the Participation Levels of the Recipient in respect of the FIT Contracts as determined by the respective FIT Contracts, up to the Maximum Funding Amount; or (ii) provided that any previous Disbursements totalled an amount less than the Maximum Funding Amount, one or more subsequent Disbursements (each, a “Subsequent Disbursement”), which amount shall be: (A) for each FIT Project not forming part of a FIT Project Portfolio, 50% of the Project Expenses, which Project Expenses were not captured by the Request for Funding under the First Disbursement or any previous Subsequent Disbursement, multiplied by the Participation Level of the Recipient as determined by the FIT Contract, up to the Maximum Funding Amount; or (B) for each FIT Project Portfolio, 50% of the Project Expenses, which Project Expenses were not captured by the Request for Funding under the First Disbursement or any previous Subsequent Disbursement, multiplied by the average of the Participation Levels of the Recipient in respect of the FIT Contracts as determined by the respective FIT Contracts, up to the Maximum Funding Amount; as applicable. For the purposes of this Section 5.3(b), any Project Expenses relating to Community Engagement Activities will be funded at 50% of the Project Expenses without being subject to the calculation of the Participation Level set out above, all of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything remains subject to the contrary contained herein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Disbursement of a Letter of CreditMaximum Funding Amount.