Common use of Draw Request Clause in Contracts

Draw Request. At such time as the Borrower shall desire to obtain an Advance, the Borrower shall complete, execute and deliver to the Lender the Borrower's Requisition and the Funding Request Documents in the form of Exhibit “G” attached hereto (hereinafter referred to as "Bor­rower's Requisition"). Each Borrower's Requisition shall be accompanied by: (a) If the Borrower's Requisition includes payments for Direct Costs, it shall be accompanied by a completed and itemized Direct Cost Statement in the form of Schedule I of Exhibit “G” attached hereto, executed by the Borrower, ­ together with invoices for all items of Direct Cost covered thereby; . (b) If the Borrower's Requisition includes amounts to be paid to the Contractor under the Construction Contract, it shall be accompanied by: (i) a completed and fully itemized Application and Certificate for Payment (AIA Document G702 or similar form approved by the Lender) containing the certification of the Contractor and the Borrower's Architect as to the accuracy of same, and showing all subcontractors and materialmen by name and trade or job, the total amount of each subcontract or purchase order, the amount theretofore paid to each subcontractor or materialman as of the date of such application, and the amount to be paid from the proceeds of the Advance to each subcontractor and materialman; (ii) a certificate of the Contractor in the form of Exhibit “H” attached hereto; (iii) a certificate of the Borrower's Architect in the form of Exhibit “I” attached hereto; and (iv) copies of requisitions and invoices from subcontractors and materialmen supporting all items of cost covered by such application; (c) If the Borrower's Requisition includes payments for Indirect Costs, it shall be accompanied by a completed and itemized Indirect Cost Statement in the form of Schedule II of Exhibit “G” attached hereto, executed by the Borrower, together with invoices for all items of Indirect Costs covered thereby; (d) written lien waivers from the Contractor and such laborers, subcontractors and materialmen for work done and materials supplied by them which were paid for pursuant to the next preceding Draw Request; (e) a written request of the Borrower for any neces­sary changes in the Plans and Specifications, the Project Budget, the Disbursement Schedule or the Construction Schedule; (f) copies of all change orders and construction change directives, accompanied by a change order summary prepared by and executed by the Borrower, copies of all subcontracts, and, to the extent requested by the Lender, of all inspection or test reports and other documents relating to the construction of the Improvements, not previously delivered to the Lender; (g) copy of the Construction Inspection Report; and (h) such other information, documentation and certi­fication as the Lender shall reasonably request.

Draw Request. At such time as the Borrower shall desire to obtain an AdvanceAdvance for a particular Project, in addition to satisfying the conditions set forth in Article 12 hereof on a Project-by-Project basis, and providing to Agent and Lenders the items set forth in Section 12.5 hereof on a Project-by-Project basis, Borrower shall complete, execute and deliver to the Lender the Agent, Borrower's Requisition and the Funding Request Documents for Advance in the form of Exhibit “G” B attached hereto and by this reference incorporated herein (hereinafter referred to as "Bor­rowerBorrower's RequisitionRequisition for Advance"). Each Borrower's Requisition shall be accompanied by: (a) If the Borrower's Requisition includes payments for Direct Costs, it Advance shall be accompanied by a completed and itemized Direct Cost Statement the following items in the form of Schedule I of Exhibit “G” attached hereto, executed by the Borrower, ­ together with invoices for all items of Direct Cost covered thereby; .reasonably acceptable to Agent: (b) 3.1.1 If the Borrower's Requisition for Advance includes amounts Direct Costs to be paid to the a Contractor under the applicable Construction Contract, it shall be accompanied by: (i) a completed and fully itemized Application and Certificate for Payment (AIA Document G702 or similar form approved by the Lenderand G703) containing the certification of the Borrower, such Contractor and the Borrower's applicable Architect as to the accuracy of same, and showing all subcontractors a payment requisition and materialmen lien affidavit signed by name such Contractor and trade or jobBorrower, respectively, in the total amount forms of each subcontract or purchase order, Exhibits D and E attached hereto and by this reference incorporated herein; 3.1.2 If Borrower's Requisition for Advance includes payments for Indirect Costs in excess of the amount theretofore paid to described in Section 2.10.1 above, a completed Indirect Cost statement executed by Borrower; 3.1.3 A Draw Request Summary for each subcontractor applicable Project; 3.1.4 If Borrower's Requisition for Advance includes Project Costs under subparagraphs (b) or materialman as (c) of the date definition of such application"Borrowing Base", a current Borrowing Base Report; 3.1.5 An affidavit and the amount to be paid from the proceeds partial waiver of the Advance to each subcontractor and materialman; (ii) a certificate of the Contractor lien in the form of Exhibit “H” F attached hereto; (iii) a certificate of the Borrower's Architect in the form of Exhibit “I” attached hereto; hereto and (iv) copies of requisitions and invoices from subcontractors and materialmen supporting all items of cost covered by such application; (c) If the Borrower's Requisition includes payments for Indirect Costs, it shall be accompanied by a completed and itemized Indirect Cost Statement in the form of Schedule II of Exhibit “G” attached hereto, executed by the Borrower, together with invoices for all items of Indirect Costs covered thereby; (d) written lien waivers this reference incorporated herein from the applicable Contractor and such laborers, subcontractors and materialmen for work done and materials supplied by them which were paid for pursuant to since the next preceding previous Draw Request; (e) a written request of the Borrower for any neces­sary changes in the Plans 3.1.6 An inspection report and Specificationscertification from Construction Inspector, the Project Budget, the Disbursement Schedule or the Construction Schedule; (f) copies of all change orders and construction change directives, accompanied by a change order summary prepared by and executed by the at Borrower, copies of all subcontracts, and, to the extent requested by the Lender, of all inspection or test reports and other documents relating to the construction of the Improvements, not previously delivered to the Lender; (g) copy of the Construction Inspection Report's expense; and (h) such 3.1.7 Such other information, documentation and certi­fication certification as the Lender Agent and Lenders (acting through Agent) shall reasonably request.

Draw Request. At such time as the Borrower shall desire to obtain an Advance, the Borrower shall complete, execute and deliver to the Lender Agent the Borrower's Requisition and the Funding Request Documents in the form of Exhibit “G” E attached hereto (hereinafter referred to as "Bor­rowerBorrower's Requisition"). Each Borrower's Requisition shall be accompanied by: (a) a written notice of the Borrower specifying (i) the requested Type of Advance comprising such Advance, (ii) in the case of an Advance comprised of a LIBOR Advance, the initial Interest Period; and (iii) the amount of each Type of Advance; provided, however, that each LIBOR Advance shall be in an amount of $100,000.00 or integral multiple of $1,000.00 in excess thereof; (b) If the Borrower's Requisition includes payments for Direct Costs, it shall be accompanied by a completed and itemized Direct Cost Statement in form satisfactory to the form of Schedule I of Exhibit “G” attached heretoAgent, executed by the Borrower, ­ together with copies of invoices for all items of Direct Cost covered thereby; .; (bc) If the Borrower's Requisition includes amounts to be paid to the Contractor under the Construction Contract, it shall be accompanied by: (i) a completed and fully itemized Application and Certificate for Payment (AIA Document G702 or similar form approved by the LenderAgent) containing the certification of the Contractor and the Borrower's Architect or other licensed design professional acceptable to Agent as to the accuracy of same, and showing all subcontractors and materialmen by name and trade or job, the total amount of each subcontract or purchase order, the amount theretofore paid to each subcontractor or materialman as of the date of such application, and the amount to be paid from the proceeds of the Advance to each subcontractor and materialman; (ii) a certificate of the Contractor in the form of Exhibit “H” F attached hereto; (iii) a certificate of the Borrower's Architect or other licensed design professional acceptable to Agent in the form of Exhibit “I” G attached heretohereto or such other form as the Agent may approve; and (iv) copies of requisitions and invoices from subcontractors and materialmen supporting all items of cost covered by such application; (cd) If the Borrower's Requisition includes payments for Indirect Costs, it shall be accompanied by a completed and itemized Indirect Cost Statement in form satisfactory to the form of Schedule II of Exhibit “G” attached heretoAgent, executed by the Borrower, together with copies of invoices for all items of Indirect Costs covered thereby; (de) written lien waivers from executed by the Contractor and such laborers, subcontractors and materialmen whose contract(s) for the provision of services or materials for construction of the Project requires payment in excess of $50,000.00, for work done and materials supplied by them such Person which were paid for pursuant to the next preceding Draw RequestRequest in form acceptable to Agent, which form shall, to the extent permitted by applicable law, contain lien subordinations from the Contractor and each such laborer, subcontractor and materialman; (ef) a written request of the Borrower for any neces­sary necessary changes in the Plans and Specifications, the Project Budget, the Disbursement Schedule or the Construction Schedule; (fg) copies of all change orders and construction change directives, accompanied by a change order summary prepared by and executed by the Borrower, copies of all subcontractssubcontracts involving work in the amount of $100,000.00 or more (if requested by the Agent), and, to the extent requested by the LenderAgent or the Majority Banks, of all inspection or test reports and other documents relating to the construction of the Improvements, not previously delivered to the Lender; (g) copy of the Construction Inspection ReportAgent; and (h) If the Borrower's Requisition includes payment for Stored Materials, it shall be accompanied by evidence as to the satisfaction of the requirements set forth in Section 2.8 hereof; and (i) such other information, documentation and certi­fication certification as the Lender Agent or the Majority Banks shall reasonably request. Each Draw Request shall constitute a representation and warranty by the Borrower that all of the conditions set forth in this Agreement to such Advance, including, without limitation, Section 11, have been satisfied on the date of such Draw Request.

Draw Request. At such time as the Borrower shall desire to obtain an Advance, the Borrower shall complete, execute and deliver to the Lender the Borrower's Requisition and the Funding Request Documents in the form of Exhibit “G” G attached hereto (hereinafter referred to as "Bor­rower's Requisition")hereto. Each Borrower's Requisition shall be accompanied by: (a) If the Borrower's Requisition includes payments for Direct Costs, it shall be accompanied by a completed and itemized Direct Cost Statement in the form of Schedule I of Exhibit “G” G attached hereto, executed by the Borrower, ­ together with invoices for all items of Direct Cost covered thereby; .; (b) If the Borrower's Requisition includes amounts to be paid to the Contractor under the Construction Contract, it shall be accompanied by: (i) a completed and fully itemized Application and Certificate for Payment (AIA Document G702 or similar form approved by the Lender) containing the certification of the Contractor and the Borrower's Architect as to the accuracy of same, and showing all subcontractors and materialmen by name and trade or job, the total amount of each subcontract or purchase order, the amount theretofore paid to each subcontractor or materialman as of the date of such application, and the amount to be paid from the proceeds of the Advance to each subcontractor and materialman; (ii) a certificate of the Contractor in the form of Exhibit “H” H attached heretohereto (with such changes therein as the Contractor may reasonably request, subject to the approval of the Lender which approval will not be unreasonably delayed or denied); (iii) a certificate of the Borrower's Architect in the form of Exhibit “I” I attached heretohereto (with such changes therein as the Borrower's Architect may reasonably request, subject to the approval of the Lender which approval will not be unreasonably delayed or denied); and (iv) copies of requisitions and invoices from subcontractors and materialmen supporting all items of cost covered by such application; (c) If the Borrower's Requisition includes payments for Indirect Costs, it shall be accompanied by a completed and itemized Indirect Cost Statement in the form of Schedule II of Exhibit “G” G attached hereto, executed by the Borrower, together with invoices for all items of Indirect Costs covered thereby; (d) written lien waivers from If the Borrower's Requisition includes payments for tenant improvements, it shall be accompanied by a completed and itemized Tenant Improvements Summary in the form of Exhibit J attached hereto, executed by the Borrower; (e) If requested by the Lender or if a Section 2 Lien has been filed, an accurately completed and valid Partial Waiver and Subordination of Lien (hereinafter, the "Lien Form") in the form set forth in Chapter 254 of the Massachusetts General Laws, as amended (hereinafter, the "Mechanic's Lien Law") and as annexed hereto as Exhibit K, executed by the Contractor, such Lien Form to provide that subject to the payment of the amount set forth in the Borrower's Requisition, the Contractor waives any and such laborersall lien rights for labor and materials, subcontractors or rental equipment, appliances or tools, performed or furnished through the last day of the period ending on the date designated in the Lien Form (hereinafter, the "Payment Period Date"), except for Retainage, unpaid agreed or pending change orders, and disputed claims as stated in the Lien Form; (f) Lien waivers in form acceptable to the Lender executed by all contractors, subcontractors, laborers and materialmen for work done and materials supplied by them which were paid for pursuant to the next preceding Draw Request; (eg) a written request of the Borrower for any neces­sary changes in the Plans and Specifications, the Project Budget, the Disbursement Schedule or the Construction Schedule; (f) copies Copies of all change orders and construction change directives, accompanied by a change order summary prepared by and executed by the Borrower, copies of all subcontracts, and, to the extent requested by the Lender, of all inspection or test reports and other documents relating to the construction of the Improvements, not previously delivered to the Lender; (gh) copy If the Borrower's Requisition includes payment for Stored Materials, it shall be accompanied by evidence as to the satisfaction of the Construction Inspection Reportrequirements set forth in ss.2.7 hereof; and (hi) such other information, documentation and certi­fication certification as the Lender shall reasonably request. Each Draw Request shall constitute a representation and warranty by the Borrower that all of the conditions set forth in this Agreement to such Advance, including, without limitation, ss.12, have been satisfied on the date of such Draw Request.

Draw Request. At Borrowers shall have submitted to Agent, a written request for such time as the Borrower shall desire to obtain an Phase Zero Renovation Advance or PIP Advance, the Borrower shall complete, execute and deliver delivered not less than ten (10) Business Days prior to the Lender the Borrower's Requisition requested date of funding (each, a “Draw Request”) and the Funding Request Documents in the form of Exhibit “G” attached hereto (hereinafter referred to as "Bor­rower's Requisition"). Each Borrower's Requisition shall be accompanied by: (a) If the Borrower's Requisition includes payments for Direct Costs, it shall be accompanied by a completed (A) an Officer’s Certificate from Borrowers stating and itemized Direct Cost Statement in certifying that: (1) the form of Schedule I of Exhibit “G” attached hereto, executed items to be funded by the Borrowerrequested Phase Zero Renovation Advance and/or PIP Advance are Approved Renovation/PIP Expenses, ­ together with invoices for all items of Direct Cost covered thereby; . and a description thereof, (b2) If the Borrower's Requisition includes amounts work related to such Approved Renovation/PIP Expenses to be paid to the Contractor under the Construction Contract, it shall be accompanied by: (i) a completed and fully itemized Application and Certificate for Payment (AIA Document G702 or similar form approved funded by the Lenderrequested Phase Zero Renovation Advance and/or PIP Advance (or the relevant portion thereof as to which such request for funds relates) containing has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements in all material respects, (3) the certification Approved Renovation/PIP Expenses (or the relevant portions thereof) to be funded from the Phase Zero Renovation Advance and/or PIP Advance in question have not been the subject of a previous Phase Zero Renovation Advance and/or PIP Advance, (4) all previous disbursements of Phase Zero Renovation Advances and/or PIP Advances have been used to pay the previously identified Approved Renovation/PIP Expenses and have been paid in full and (5) Borrowers have paid or has provided Agent with evidence reasonably satisfactory to Agent that Borrowers are paying Borrowers’ Share of the Contractor and Approved Renovation/PIP Expenses that are the Borrower's Architect as to the accuracy of same, and showing all subcontractors and materialmen by name and trade or job, the total amount of each subcontract or purchase order, the amount theretofore paid to each subcontractor or materialman as subject of the date of such application, and the amount Phase Zero Renovation Advance and/or PIP Advance in question prior to be paid from the proceeds or simultaneously with funding of the applicable Phase Zero Renovation Advance to each subcontractor and materialmanand/or PIP Advance; (ii) a certificate of the Contractor in the form of Exhibit “H” attached hereto; (iii) a certificate of the Borrower's Architect in the form of Exhibit “I” attached hereto; and (iv) copies of requisitions and invoices from subcontractors and materialmen supporting all items of cost covered by such application; (c) If the Borrower's Requisition includes payments for Indirect Costs, it shall be accompanied by a completed and itemized Indirect Cost Statement in the form of Schedule II of Exhibit “G” attached hereto, executed by the Borrower, together with invoices for all items of Indirect Costs covered thereby; (d) written lien waivers from the Contractor and such laborers, subcontractors and materialmen for work done and materials supplied by them which were paid for pursuant to the next preceding Draw Request; (e) a written request of the Borrower for any neces­sary changes in the Plans and Specifications, the Project Budget, the Disbursement Schedule or the Construction Schedule; (fB) copies of all change orders and construction change directiveslicenses, accompanied by a change order summary prepared by and executed by the Borrower, copies of all subcontracts, and, to the extent requested by the Lender, of all inspection or test reports permits and other documents relating approvals by any Governmental Authority required in connection with the work related to the construction of the Improvements, such Approved Renovation/PIP Expenses and not previously delivered to the Lender; Agent; (gC) copy copies of the Construction Inspection Reportall invoices with respect to which such Phase Zero Renovation Advance and/or PIP Advance is being requested; and and (hD) such other information, documentation and certi­fication evidence as the Lender Agent shall reasonably request to demonstrate that any work to be funded by the requested Phase Zero Renovation Advance and/or PIP Advance is paid for or will be paid upon such disbursement to Borrowers (or the portion thereof as to which such request for disbursement has been submitted has been completed and is paid for (other than any retention amount which is not a part of such disbursement request) or will be paid upon such disbursement to Borrowers), and that Borrowers have paid Borrowers’ Share of the Approved Renovation/PIP Expenses that are the subject of the Phase Zero Renovation Advance and/or PIP Advance or such amounts will be paid simultaneously with disbursement of the applicable Phase Zero Renovation Advance and/or PIP Advance.

Draw Request. At such time as the Borrower shall desire to obtain an Advance, the Borrower shall complete, execute and deliver to the Lender the Borrower's Requisition and the Funding Request Documents in the form of Exhibit “G” E attached hereto (hereinafter referred to as "Bor­rowerBorrower's Requisition"). Each Borrower's Requisition shall be , accompanied by: (a) If the Borrower's Requisition includes payments for Direct Costs, it shall be accompanied by a completed and itemized Direct Cost Statement in the form of Schedule I of Exhibit “G” attached hereto, executed by the Borrower, ­ together with invoices for all items of Direct Cost covered thereby; . (b) If the Borrower's Requisition includes amounts to be paid to the Contractor under the Construction Contract, it shall be accompanied by: (i) a completed and fully itemized Application and Certificate for Payment (AIA Document G702 or similar form approved by the Lender) containing the certification of the Contractor and either the Borrower's Architect or the Construction Inspector as to the accuracy of same, and showing all subcontractors and materialmen by name and trade or job, the total amount of each subcontract or purchase order, the amount theretofore paid to each subcontractor or materialman as of the date of such application, and the amount to be paid from the proceeds of the Advance to each subcontractor and materialman; , (ii) a certificate of the Contractor in the form of Exhibit “H” attached hereto; (iii) a certificate of the Borrower's Architect in the form of Exhibit “I” attached hereto; and (ivb) copies of requisitions and invoices from subcontractors and materialmen supporting all items of cost covered by such application; (c) If the Borrower's Requisition includes payments for Indirect Costs, it shall be accompanied by a completed and itemized Indirect Cost Statement in the form of Schedule II of Exhibit “G” attached hereto, executed by the Borrower, together with invoices for all items of Indirect Costs covered thereby; (d) written lien waivers from the Contractor and for the current Draw Request and, upon request from Lender from such laborers, subcontractors and materialmen for work done and materials supplied by them which were paid for pursuant to the next preceding Draw RequestRequest in an amount in excess of $5,000.00; (ed) a written request of the Borrower for any neces­sary necessary changes in the Plans and Specifications, the Project Budget, the Disbursement Schedule or the Construction Schedule; (fe) copies of all change orders and construction change directives, accompanied by a change order summary prepared by and executed by the Borrower, copies of all material subcontracts, and, to the extent requested by the Lender, of all material inspection or test reports and other documents relating to the construction of the Improvements, not previously delivered to the Lender; and (f) If the Borrower's Requisition includes payment for Stored Materials it shall be accompanied by evidence as to the satisfaction of the requirements set forth in SECTION 2.7 hereof; (g) copy of the Construction Inspection Report; and (h) such other information, documentation and certi­fication certification as the Lender shall reasonably request.

Draw Request. At such time as the Borrower shall desire to obtain an Advance, the Borrower shall complete, execute and deliver to the Lender the Agent “Borrower's Requisition and the Funding Request Documents ’s Requisition” in the form of Exhibit “G” D attached hereto (hereinafter referred hereto. Advances shall be in minimum increments of at least $500,000.00, except for the initial Advance made on the date of this Agreement and the final Advance made pursuant to as "Bor­rower's Requisition")the terms of this Agreement, each of which may be in a lesser amount. Each Borrower's ’s Requisition shall be accompanied by: (a) If the Borrower's ’s Requisition includes payments for Direct Costs, it shall be accompanied by a completed and itemized Direct Cost Statement in the form of Schedule I of Exhibit “G” D attached hereto, executed by the Borrower, ­ together with invoices for all items of Direct Cost covered thereby; .; (b) If the Borrower's ’s Requisition includes amounts to be paid to the Contractor applicable Person under the Construction Contract, it shall be accompanied byConstruction-Related Contracts: (i) a completed and fully itemized Application and Certificate for Payment (AIA Document G702 or similar form approved by the Lender) containing the certification of the Contractor and the Borrower's Architect as to the accuracy of same, and showing all subcontractors and materialmen by name and trade or job, the total amount of each subcontract or purchase order, the amount theretofore paid to each subcontractor or materialman as of the date of such application, and the amount to be paid from the proceeds of the Advance to each subcontractor and materialman; (ii) a certificate of the Contractor in the form of Exhibit “H” attached hereto; (iii) a certificate of the Borrower's Architect in the form of Exhibit “I” E attached hereto; and (iviii) copies of requisitions and invoices from subcontractors and materialmen supporting all items of cost covered by such application; (c) If the Borrower's ’s Requisition includes payments for Indirect Costs, it shall be accompanied by a completed and itemized Indirect Cost Statement in the form of Schedule II of Exhibit “G” D attached hereto, executed by the Borrower, together with invoices for all items of Indirect Costs covered thereby;; provided that, with respect to Advances for the payment of interest due under the Loan, Borrower hereby requests that Agent and Lenders make an Advance for such amount on each date such payment is due, and provided there is no Default or Event of Default, each Lender shall make such Advance to Agent for the payment of interest due under the Loan. The provisions of this Section 3.1(c) shall not limit Borrower’s absolute and unconditional obligation to pay such interest regardless of whether Loan proceeds are available or advanced therefor. (d) written If requested by Agent, an accurately completed and valid partial waiver and subordination of lien waivers from (hereinafter, the “Lien Form”) in the form required by applicable law, executed by the applicable Contractor, subcontractors, laborers and materialmen such Lien Form to provide that subject to the payment of the amount set forth in Borrower’s Requisition, the Contractor waives any and such laborersall lien rights for labor and materials, subcontractors or rental equipment, appliances or tools, performed or furnished through the last day of the period ending on the date designated in the Lien Form (hereinafter, the “Payment Period Date”), except for Retainage, unpaid agreed or pending change orders, and materialmen for work done and materials supplied by them which were paid for pursuant to disputed claims as stated in the next preceding Draw RequestLien Form; (e) a written request of the Borrower for any neces­sary changes in the Plans and Specifications, the Project Budget, the Disbursement Schedule or the Construction Schedule; (f) copies Copies of all change orders and construction change directives, accompanied by a change order summary prepared by and executed by the Borrower, copies of all subcontracts, and, to the extent requested by the LenderAgent, of all inspection or test reports and other documents relating to the construction of the Improvements, not previously delivered to Agent; (f) If Borrower’s Requisition includes payment for Stored Materials, it shall be accompanied by evidence as to the Lender;satisfaction of the requirements set forth in Section 2.7 hereof; and (g) copy of the Construction Inspection Report; and (h) such Such other information, documentation and certi­fication certification as the Lender Agent shall reasonably request. Each Draw Request shall constitute a representation and warranty by Borrower as of the date of such Draw Request that all of the conditions set forth in this Agreement to such Advance, including, without limitation, as applicable, Section 13, have been in all material respects satisfied on the date of such Draw Request.

Draw Request. At such time as the Borrower shall desire to obtain an Advance, the Borrower shall complete, execute and deliver to the Lender the a Borrower's Requisition and the Funding Request Documents in the form of Exhibit “G” G attached hereto hereto. Such Borrower's Requisition shall show the Requisition Amount for the Project Costs in question and the portion thereof being funded from Borrower's Required Equity Funds (hereinafter referred to as "Bor­rower$2,152,886). The amount of the requested Advance shall be 50% thereof until Borrower's Requisition")Required Equity Funds shall have been exhausted, and thereafter, 100%. Each Borrower's Requisition shall be accompanied by: (a) If the Borrower's Requisition includes payments for Direct Costs, it shall be accompanied by a completed and itemized Direct Cost Statement in the form of Schedule I of Exhibit “G” G attached hereto, executed by the Borrower, ­ together with invoices for all items of Direct Cost covered thereby; .; (b) If the Borrower's Requisition includes amounts to be paid to the Contractor under the Construction Contract, it shall be accompanied by: (i) a completed and fully itemized Application and Certificate for Payment (AIA Document G702 or similar form approved by the Lender) containing the certification of the Contractor and the Borrower's Architect as to the accuracy of same, and showing all subcontractors and materialmen by name and trade or job, the total amount of each subcontract or purchase order, the amount theretofore paid to each subcontractor or materialman as of the date of such application, and the amount to be paid from the proceeds of the Advance to each subcontractor and materialman; (ii) a certificate of the Contractor in the form of Exhibit “H” H attached heretohereto (with such changes therein as the Contractor may reasonably request, subject to the approval of the Lender which approval will not be unreasonably delayed or denied); (iii) a certificate of the Borrower's Architect in the form of Exhibit “I” I attached heretohereto (with such changes therein as the Borrower's Architect may reasonably request, subject to the approval of the Lender which approval will not be unreasonably delayed or denied); and (iv) copies of requisitions and invoices from subcontractors and materialmen supporting all items of cost covered by such application; (c) If the Borrower's Requisition includes payments for Indirect Costs, it shall be accompanied by a completed and itemized Indirect Cost Statement in the form of Schedule II of Exhibit “G” G attached hereto, executed by the Borrower, together with invoices for all items of Indirect Costs covered thereby; (d) written lien waivers from If the Borrower's Requisition includes payments for tenant improvements, it shall be accompanied by a completed and itemized Tenant Improvements Summary in the form of Exhibit J attached hereto, executed by the Borrower; (e) If requested by the Lender or if a Section 2 Lien has been filed, an accurately completed and valid Partial Waiver and Subordination of Lien (hereinafter, the "Lien Form") in the form set forth in Chapter 254 of the Massachusetts General Laws, as amended (hereinafter, the "Mechanic's Lien Law") and as annexed hereto as Exhibit K, executed by the Contractor, such Lien Form to provide that subject to the payment of the amount set forth in the Borrower's Requisition, the Contractor waives any and such laborersall lien rights for labor and materials, subcontractors or rental equipment, appliances or tools, performed or furnished through the last day of the period ending on the date designated in the Lien Form (hereinafter, the "Payment Period Date"), except for Retainage, unpaid agreed or pending change orders, and disputed claims as stated in the Lien Form; (f) Lien waivers in form acceptable to the Lender executed by all contractors, subcontractors, laborers and materialmen for work done and materials supplied by them which were paid for pursuant to the next preceding Draw Request; (eg) a written request of the Borrower for any neces­sary changes in the Plans and Specifications, the Project Budget, the Disbursement Schedule or the Construction Schedule; (f) copies Copies of all change orders and construction change directives, accompanied by a change order summary prepared by and executed by the Borrower, copies of all subcontracts, and, to the extent requested by the Lender, of all inspection or test reports and other documents relating to the construction of the Improvements, not previously delivered to the Lender; (gh) copy If the Borrower's Requisition includes payment for Stored Materials, it shall be accompanied by evidence as to the satisfaction of the Construction Inspection Reportrequirements set forth in ss.2.7 hereof; and (hi) such other information, documentation and certi­fication certification as the Lender shall reasonably request. Each Draw Request shall constitute a representation and warranty by the Borrower that all of the conditions set forth in this Agreement to such Advance, including, without limitation, ss.12, have been satisfied on the date of such Draw Request.

Draw Request. At such time as the Borrower shall desire to obtain an Advance, the Borrower shall complete, execute and deliver to the Lender the Borrower's ’s Requisition and the Funding Request Documents in the form of Exhibit “G” attached hereto (hereinafter referred to as "Bor­rower's “Borrower’s Requisition"”). Each Borrower's ’s Requisition shall be accompanied by: (a) If the Borrower's ’s Requisition includes payments for Direct Costs, it shall be accompanied by a completed and itemized Direct Cost Statement in the form of Schedule I of Exhibit “G” attached hereto, executed by the Borrower, ­ together with invoices for all items of Direct Cost covered thereby; . (b) If the Borrower's ’s Requisition includes amounts to be paid to the Contractor under the Construction Contract, it shall be accompanied by: (i) a completed and fully itemized Application and Certificate for Payment (AIA Document G702 or similar form approved by the Lender) containing the certification of the Contractor and the Borrower's ’s Architect as to the accuracy of same, and showing all subcontractors and materialmen by name and trade or job, the total amount of each subcontract or purchase order, the amount theretofore paid to each subcontractor or materialman as of the date of such application, and the amount to be paid from the proceeds of the Advance to each subcontractor and materialman; (ii) a certificate of the Contractor in the form of Exhibit “H” attached hereto; (iii) a certificate of the Borrower's ’s Architect in the form of Exhibit “I” attached hereto; and (iv) copies of requisitions and invoices from subcontractors and materialmen supporting all items of cost covered by such application; (c) If the Borrower's ’s Requisition includes payments for Indirect Costs, it shall be accompanied by a completed and itemized Indirect Cost Statement in the form of Schedule II of Exhibit “G” attached hereto, executed by the Borrower, together with invoices for all items of Indirect Costs covered thereby; (d) written lien waivers from the Contractor and such laborers, subcontractors and materialmen for work done and materials supplied by them which were paid for pursuant to the next preceding Draw Request; (e) a written request of the Borrower for any neces­sary necessary changes in the Plans and Specifications, the Project Budget, the Disbursement Schedule or the Construction Schedule; (f) copies of all change orders and construction change directives, accompanied by a change order summary prepared by and executed by the Borrower, copies of all subcontracts, and, to the extent requested by the Lender, of all inspection or test reports and other documents relating to the construction of the Improvements, not previously delivered to the Lender; (g) copy of the Construction Inspection Report; and (h) such other information, documentation and certi­fication certification as the Lender shall reasonably request.

Draw Request. At such time as the Borrower shall desire to obtain an AdvanceAdvance for a particular Project, in addition to satisfying the conditions set forth in Article 12 hereof on a Project-by-Project basis, and providing to Agent and Lenders the items set forth in Section 12.5 hereof on a Project-by-Project basis, Borrower shall complete, execute and deliver to the Lender the Agent, Borrower's ’s Requisition and the Funding Request Documents for Advance in the form of Exhibit “G” B attached hereto and by this reference incorporated herein (hereinafter referred to as "Bor­rower's Requisition"“Borrower’s Requisition for Advance”). Each Borrower's ’s Requisition shall be accompanied by: (a) If the Borrower's Requisition includes payments for Direct Costs, it Advance shall be accompanied by a completed and itemized the following items in form reasonably acceptable to Agent: 3.1.1 If Borrower’s Requisition for Advance includes Direct Cost Statement in the form of Schedule I of Exhibit “G” attached hereto, executed by the Borrower, ­ together with invoices for all items of Direct Cost covered thereby; . (b) If the Borrower's Requisition includes amounts Costs to be paid to the a Contractor under the applicable Construction Contract, it shall be accompanied by: (i) a completed and fully itemized Application and Certificate for Payment (AIA Document G702 or similar form approved by the Lenderand G703) containing the certification of the Borrower, such Contractor and the Borrower's applicable Architect as to the accuracy of same, and showing all subcontractors a payment requisition and materialmen lien affidavit signed by name and trade or job, the total amount of each subcontract or purchase order, the amount theretofore paid to each subcontractor or materialman as of the date of such application, and the amount to be paid from the proceeds of the Advance to each subcontractor and materialman; (ii) a certificate of the Contractor in the form of Exhibit “H” 3 attached to Exhibit B hereto; (iii) a certificate ; 3.1.2 If Borrower’s Requisition for Advance includes payments for Indirect Costs in excess of the amount described in Section 2.10.1 above, a completed Indirect Cost statement executed by Borrower's Architect ; 3.1.3 A Draw Request Summary for each applicable Project; 3.1.4 If Borrower’s Requisition for Advance includes Project Costs under subparagraphs (b) or (c) of the definition of “Borrowing Base”, a current Borrowing Base Report; 3.1.5 An affidavit and partial waiver of lien in the form of Exhibit “I” 4 attached hereto; and (iv) copies of requisitions and invoices from subcontractors and materialmen supporting all items of cost covered by such application; (c) If the Borrower's Requisition includes payments for Indirect Costs, it shall be accompanied by a completed and itemized Indirect Cost Statement in the form of Schedule II of to Exhibit “G” attached hereto, executed by the Borrower, together with invoices for all items of Indirect Costs covered thereby; (d) written lien waivers B hereto from the applicable Contractor and such laborers, subcontractors and materialmen for work done and materials supplied by them which were paid for pursuant to since the next preceding previous Draw Request; (e) a written request of the Borrower for any neces­sary changes in the Plans 3.1.6 An inspection report and Specificationscertification from Construction Inspector, the Project Budget, the Disbursement Schedule or the Construction Schedule; (f) copies of all change orders and construction change directives, accompanied by a change order summary prepared by and executed by the at Borrower, copies of all subcontracts, and, to the extent requested by the Lender, of all inspection or test reports and other documents relating to the construction of the Improvements, not previously delivered to the Lender; (g) copy of the Construction Inspection Report’s expense; and (h) such 3.1.7 Such other information, documentation and certi­fication certification as the Lender Agent and Lenders (acting through Agent) shall reasonably request.

Draw Request. At Except in connection with the initial Advance of $18.4 million (which shall be funded by Lender at Closing in accordance with Section 10 below) (the “Initial Advance”), at such time as the Borrower shall desire to obtain an a subsequent Advance, the Borrower shall complete, execute and deliver to the Lender the Borrower's ’s Requisition and the Funding Request Documents in the form of Exhibit “G” A attached hereto (hereinafter referred to as "Bor­rower's Requisition")hereto. Each Borrower's ’s Requisition shall be accompanied by: (a) If the Borrower's Requisition includes payments for Direct Costs, it shall be accompanied by a completed and itemized Direct Cost Statement in the form of Schedule I of Exhibit “G” attached hereto, executed by the Borrower, ­ together with invoices for all items of Direct Cost covered thereby; . (b) If the Borrower's ’s Requisition includes amounts to be paid to the Contractor under the Construction Contract, it shall be accompanied by: (i) a completed and fully itemized Application and Certificate for Payment (AIA Document G702 or similar form approved by the Lender) containing the certification of the Contractor and the Borrower's Architect Engineer as to the accuracy of same, and showing all subcontractors and materialmen by name and trade or job, the total amount of each subcontract or purchase order, the amount theretofore paid to each subcontractor or materialman as of the date of such application, and the amount to be paid from the proceeds of the Advance to each subcontractor and materialman; (ii) a certificate of the Contractor in the form of Exhibit “H” attached hereto; (iii) a certificate of the Borrower's Architect in the form of Exhibit “I” attached hereto; and (ivii) copies of requisitions and invoices from subcontractors and materialmen supporting all items of cost Direct Cost covered by such application; (cb) If the Borrower's ’s Requisition includes payments for Indirect Costs, it shall be accompanied by a completed and itemized Indirect Cost Statement in the form of Schedule II of Exhibit “G” attached hereto, executed by the Borrower, together with invoices for all items of Indirect Costs covered thereby; (c) If requested by the Lender or if a mechanics or materialmen lien has been filed, an accurately completed and valid lien waiver with respect to work performed to date for which payment has been received (hereinafter, the “Lien Waiver”) in the form attached hereto as Exhibit B shall be executed by the Contractor or the applicable subcontractor, laborer, or materialmen; and (d) written lien waivers from the Contractor and such laborers, subcontractors and materialmen for work done and materials supplied by them which were paid for pursuant to the next preceding Draw Request; (e) a written request of the Borrower for any neces­sary changes in the Plans and Specifications, the Project Budget, the Disbursement Schedule or the Construction Schedule; (f) copies Copies of all change orders and construction change directives, accompanied by a change order summary prepared by and executed by the Borrower, copies of all subcontracts, and, to the extent requested by the LenderLender within three (3) Business Days of receipt of Borrower’s Requisition, of all inspection or test reports and other documents relating to the construction of the Improvements, which are in existence and not previously delivered to the Lender; (ge) copy If the Borrower’s Requisition includes payment for Stored Materials, it shall be accompanied by evidence as to the satisfaction of the Construction Inspection Reportrequirements set forth in §2.7 hereof; and (hf) such Such other information, documentation and certi­fication which is in existence as the Lender shall reasonably requestrequest within three (3) Business Days of receipt of Borrower’s Requisition. Each Draw Request shall constitute a certification by the Borrower that to its knowledge all of the conditions set forth in this Agreement to such Advance, including, without limitation, §11, have been satisfied on the date of such Draw Request. Lender shall advance more for one particular category or line item than is reflected in the Project Budget for such category or line item and less for another category or line item than is reflected in the Project Budget for such category or line item so long as the total amount of the Project Budget does not change as a result in accordance with § 2.5(b) hereof.