Common use of Draw Requests Clause in Contracts

Draw Requests. (a) Borrower shall deliver to Lender, no more often than weekly, the Draw Request, along with evidence of the Project costs funded during the preceding month (whether from Loan proceeds or otherwise), copies of all invoices included in such disbursement, together with all other supplemental and related documents required by Lender. (b) As a condition precedent to the first Advance and each subsequent Advance of the Loan proceeds, Borrower shall furnish or cause to be furnished to Lender the following documents covering each draw request, as applicable, in form and substance satisfactory to Lender: (i) A fully executed Borrower’s Draw Request, in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2, and an itemized summary of all costs included in such Draw Request; (ii) Copy of the previous Draw Request and attachments together with a cash disbursement summary noting the invoice, payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance date, which endorsement shall be provided at Borrower’s expense. Upon demand of Lender, Borrower shall immediately cause any liens or other matters to be satisfied; (v) Copies of all material licenses and permits not previously delivered by Borrower to Lender that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; and (vi) Such other information as Lender may reasonably require to verify the substance of a Draw Request.

Draw Requests. (a) For each disbursement, Borrower shall deliver submit to Lender, no more often than weekly, Bank a written request signed by Borrower and the Draw Request, along with evidence of the Project costs funded during the preceding month (whether from Loan proceeds or otherwise), copies of all invoices included in such disbursementContractor, together with all such documentation and information as Bank may reasonably require (collectively, a “Draw Request”). For disbursements concerning line items other supplemental than Construction Costs, Borrower shall submit a written request signed by the Borrower. Each Draw Request shall be acceptable in form and related documents required substance to Bank in the exercise of its reasonable judgment, and shall include such items of information and documentation, including invoices, canceled checks, lien waivers and other evidence as Bank may require to show that Borrower is in compliance with the Loan Documents. If Bank so requires, any given Draw Request shall also include written certification by Lenderthe Architect and the Contractor that the Improvements as constructed to date conform to the Plans and Specifications. (b) As a condition precedent to the first Advance and In each subsequent Advance of the Loan proceedsDraw Request, Borrower shall furnish request disbursement for one or cause more specified line items of the cost breakdown. Borrower may submit a Draw Request projected to be furnished month end to Lender Bank on or about the following documents covering twenty-fifth (25th) day of each draw requestmonth, as applicableunless Bank agrees to make disbursements more frequently than once a month and agrees to complete its review of such Draw Request, and make payment on approved Draw Requests, within seven (7) business days, subject to Force Majeure Events. Borrower shall use all Loan funds strictly for the purposes for which they were disbursed by Bank. (c) Unless Borrower has notified Bank in form writing to the contrary, each Draw Request shall constitute Borrower’s representation and substance satisfactory warranty to Lender: Bank that (i) A fully executed Borrower’s Draw Request, the Loan is “in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2, and an itemized summary of all costs included in such Draw Request; balance,” (ii) Copy of all prior disbursements, as well as that currently being requested, were and will be used in strict compliance with the previous Draw Request costs breakdown, and attachments together with a cash disbursement summary noting the invoice, payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies no Event of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance date, which endorsement shall be provided at Borrower’s expense. Upon demand of Lender, Borrower shall immediately cause any liens or other matters to be satisfied; (v) Copies of all material licenses and permits not previously delivered by Borrower to Lender that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; and (vi) Such other information as Lender may reasonably require to verify the substance of a Draw RequestDefault has occurred.

Draw Requests. (a) For each disbursement, Borrower shall deliver submit to Lender, no more often than weekly, Bank a written request signed by Borrower or its agent designated pursuant to Section 1.15 below and the Draw Request, along with evidence of the Project costs funded during the preceding month (whether from Loan proceeds or otherwise), copies of all invoices included in such disbursementContractor, together with such documentation and information as Bank may require (collectively, a "Draw Request"). Each Draw Request shall be acceptable in form and substance to Bank in the exercise of its reasonable judgment, and shall include such items of information and documentation, including invoices, cancelled checks, lien waivers and other evidence as Bank may require to show that Borrower is in compliance with the Loan Documents. If Bank so requires, any given Draw Request shall also include written certification by the Architect and the Contractor that the Improvements as constructed to date conform to the Plans and Specifications. Borrower may submit a Draw Request to Bank twice each calendar month, unless Bank agrees to make disbursements more frequently than twice in a calendar month. Borrower shall use all other supplemental and related documents required Loan funds strictly for the purposes for which they were disbursed by LenderBank. (b) As a condition precedent Unless Borrower has notified Bank in writing to the first Advance contrary, each Draw Request shall constitute Borrower's representation and each subsequent Advance of the Loan proceeds, Borrower shall furnish or cause warranty to be furnished to Lender the following documents covering each draw request, as applicable, in form and substance satisfactory to Lender: Bank that (i) A fully executed Borrower’s Draw Request, the Loan and all Allocations are "in the forms attached hereto balance," (as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2, and an itemized summary of all costs included in such Draw Request; hereafter defined) (ii) Copy of all prior disbursements, as well as that currently being requested, were and will be used in strict compliance with the previous Draw Request Cost Breakdown, and attachments together with a cash disbursement summary noting the invoice, payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies no Event of any change ordersDefault has occurred, whether proposed and no event has occurred that with notice or executed, which have not been previously furnished to Lender;the passage of time could become an Event of Default. (ivc) Such other documentation as At least twice a month (usually in connection with a Draw Request) Bank may be required "True Up" the Loan by determining whether (1) the Title Company to issue an endorsement to and continuation value of the Title Policy covering the amount of the requested Advance, and all Advances made Improvements completed to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of such True Up (as determined by Bank) based on the issuance percentage of completion of such Improvements (herein the "Work in Place") equals or exceeds (2) the outstanding principal balance of the Title PolicyLoan, after assuming any pending Draw Requests that have been submitted will be funded and updating adding such amount to the effective date outstanding balance for purposes of this calculation (herein the "proposed outstanding balance"). In the event the Work in Place equals or exceeds the proposed outstanding principal balance, the Loan shall be deemed to have "Sufficient Work in Place". In the event the Work in Place is less than the proposed outstanding principal balance of the Title Policy to Loan, the relevant Advance date, which endorsement Loan shall be provided at deemed to have "Insufficient Work In Place". At any time that the Loan has "Insufficient Work In Place", Bank may make written demand on Borrower to repay the Loan out of Borrower’s expense's own funds in an amount sufficient to cause the Loan to have "Sufficient Work In Place". Upon demand of Lender, Borrower shall immediately pay such funds within ten (10) days of Bank's demand. So long as the Loan has "Insufficient Work In Place", Bank reserves the right to collect release prices as provided in Section 3.6(iv)(B) as well as offset against current and future draws of the Borrower amounts sufficient to cause any liens or other matters the Loan to be satisfied; (v) Copies of all material licenses and permits not previously delivered by Borrower to Lender that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; and (vi) Such other information as Lender may reasonably require to verify the substance of a Draw RequestIn Construction Base Balance.

Draw Requests. HEB may draw upon the Escrowed Funds on a monthly basis to offset the costs of designing, permitting and constructing the Project. HEB shall prepare all monthly Draw Requests (herein so called) to include (a) Borrower a certificate executed by an officer of HEB detailing the Costs incurred by HEB during the payment period (the “Draw Amount”), and (b) invoices or other reasonable backup for the Costs incurred by HEB during the payment period (including a certificate executed by a licensed engineer or architect that (1) shows the percentages and value of work completed on the Project during the payment period, (2) states that all portions of the Project for which payment is requested have been completed in accordance with the Plans, and (3) certifies that all labor, materials and other items with respect to that portion of the Project for which payment is requested have been paid in full). HEB shall submit all Draw Requests to the City for review and approval. The City will take final action on each Draw Request within five (5) business days after its receipt of the same, and, if approved (which approval shall not be unreasonably withheld), deliver the Draw Request to LenderEscrow Agent. If the City reasonably objects to any Draw Request, no more often than weeklyit will notify HEB and Escrow Agent within five (5) business days after its receipt of the same and will then use good faith, diligent efforts to resolve its objection within three (3) business days after such notification. If the City’s objection is not resolved within eight (8) business days after the City’s initial receipt of the Draw Request, the City shall immediately forward the uncontested portion of the Draw Request to HEB and Escrow Agent as the Draw Amount for payment, and thereafter the City and HEB will work to reach agreement on the disposition of the contested amount. Any fully or partially approved Draw Request forwarded by the City to Escrow Agent shall constitute an “Approved Draw Request”. If the City fails to timely object to, accept, forward or otherwise respond to a Draw Request as herein required, then HEB may immediately deliver such Draw Request to Escrow Agent along with evidence of HEB’s true and correct affidavit stating that the Project costs funded during the preceding month (whether from Loan proceeds or otherwise), copies of all invoices included in such disbursement, together with all other supplemental and related documents required by Lender. (b) As a condition precedent City has failed to timely respond to the first Advance and each subsequent Advance of the Loan proceeds, Borrower shall furnish or cause to be furnished to Lender the following documents covering each draw request, as applicable, in form and substance satisfactory to Lender: (i) A fully executed Borrower’s Draw Request, in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2, and an itemized summary of all costs included in such Draw Request; (ii) Copy of the previous Draw Request and attachments together affidavit shall also constitute an Approved Draw Request. Within two (2) days after the date Escrow Agent receives an Approved Draw Request from the City or HEB (HEB’s Approved Draw Request to consist of a Draw Request accompanied by HEB’s true and correct affidavit stating that the City has failed to timely respond such Draw Request in accordance with a cash disbursement summary noting the invoiceterms of this paragraph), payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished Escrow Agent shall disburse the Draw Amount to Lender; (iv) Such other documentation as may be required by HEB. Notwithstanding anything to the Title Company to issue an endorsement to and continuation contrary contained herein regarding the calculation of the Title Policy covering City Share, HEB may draw down on the full amount of the requested AdvanceEscrowed Funds in the manner herein provided in order to facilitate the construction of the Project; provided, however, upon completion and acceptance by the City of the Project, the parties shall (A) determine the total Costs, and all Advances made to date, reflecting that there have been no mechanics’ or materialmen(B) calculate the City’s liens filed since the date Share of the issuance Costs (i.e., the lesser of 57½ % of the Title PolicyCosts or $________), and updating if the effective date parties determine that the City’s Share of the Title Policy to Costs is less than $___________, then HEB shall promptly reimburse the relevant Advance date, which endorsement shall be provided at BorrowerCity for the difference between $___________ and the City’s expense. Upon demand Share of Lender, Borrower shall immediately cause any liens or other matters to be satisfied; (v) Copies of all material licenses and permits not previously delivered by Borrower to Lender that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; and (vi) Such other information as Lender may reasonably require to verify the substance of a Draw RequestCosts.

Draw Requests. Before Lender becomes obligated to make any disbursement, it must receive a written request signed by Borrower using the form attached hereto as EXHIBIT Q ("DRAW REQUEST"), which Draw Request shall be sent to Lender at the address set forth in Section 8.3 hereof, accompanied by such documentation and information set forth in Sections 2.1(a) and (b) above, and Section 2.1(c) in the case of the final disbursement, or as otherwise requested by Lender. All such documentation and information must be acceptable in form and substance to Lender in the exercise of its reasonable judgment. In the event the Draw Request is so approved, Lender shall disburse directly to Borrower (or directly to General Contractor if Borrower so requests) such Loan funds equal to (a) Borrower shall deliver the sum due pursuant to Lender, no more often than weekly, the Draw Request, along to the extent that such sum is in the Budget (or a modification thereof which is approved in writing by Lender, in accordance with evidence of the Project costs funded during the preceding month (whether from Loan proceeds or otherwisereasonability standard set forth above), copies of all invoices included in such disbursement, together with all other supplemental and related documents required by Lender. less (b) As ten percent (10%) thereof to be retained by Lender until final payment shall be due and owing, provided, however, that subsequent to completion of fifty percent (50%) of the value of the Improvements, if in Lender's and Borrower's judgement, the Improvements are satisfactorily progressing and such progress continues, the future retainage shall be reduced to five percent (5%); provided, however that if at any time thereafter, in Lender's reasonable judgment, the Improvements are no longer satisfactorily progressing, the retainage will, from and after the next disbursement after notice thereof from Lender setting forth the reasons for its determination, unless satisfactory progress is subsequently restored, be ten percent (10%); provided, however, that if a condition precedent Draw Request shall have been submitted prior to Borrower's receipt of such notice, then the increase in retainage will be postponed until the following disbursement. Notwithstanding the foregoing, if such disbursement would cause the total amount disbursed under the Loan, including accrued interest thereon, to exceed the Maximum Loan Amount, Lender shall only disburse such amount that, when added to the first Advance and each subsequent Advance total amount of the Loan proceedspreviously disbursed and all interest accrued but unpaid, will increase the Loan balance to equal the Maximum Loan Amount. Despite any other provisions of this or any other Loan Documents, Borrower shall furnish or cause to be furnished may submit Draw Requests to Lender the following documents covering no more frequently than once each draw requestmonth, as applicable, unless Lender has given its prior written consent in form and substance satisfactory to Lender: (i) A fully executed Borrower’s Draw Request, in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2, and an itemized summary of all costs included in such Draw Request; (ii) Copy of the previous Draw Request and attachments together with a cash disbursement summary noting the invoice, payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance date, which endorsement shall be provided at Borrower’s expense. Upon demand of Lender, Borrower shall immediately cause any liens or other matters to be satisfied; (v) Copies of all material licenses and permits not previously delivered by Borrower to Lender that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; and (vi) Such other information as Lender may reasonably require to verify the substance of a Draw Requesteach instance.

Draw Requests. (a) [No Draw Request shall be required for the Initial [Nominal] Advance on the Closing Date.] At least ten (10) Business Days before the requested date of each advance made under the Budget from the Equity Deposit or the Loan, Borrower shall deliver a Draw Request signed by Xxxxxxxx’s Authorized Representative to Lender, no more often than weekly, the Draw Request, along with evidence of the Project costs funded during the preceding month (whether from Loan proceeds or otherwise), copies of all invoices included in such disbursementXxxxxx, together with all such additional information (such as paid receipts, invoices, statements of accounts, etc.) as Lender may reasonably require to assure that amounts requisitioned are to be used to reimburse Borrower for costs previously paid by Borrower or to pay costs incurred by Borrower which are due and owing, together with AIA Application for Payment Form G702 and G703 and such schedules, affidavits, releases, waivers, statements, invoices, bills and other supplemental documents, certificates and related documents information satisfactory to Lender as Lender shall request supporting such use of funds. Borrower shall be entitled to an advance only in an amount approved by Lender in accordance with the terms of this Agreement and the other Loan Documents. Lender shall not be required by Lenderto make advances more frequently than once each calendar month. (b) As a condition precedent The following individuals are authorized by Borrower to the first Advance sign Draw Requests and each subsequent Advance to approve payments of principal, interest and/or fees to be debited from Borrower’s Operating Account: Authorized Individual Title Each of the Loan proceedsforegoing individuals referred to herein as an “Authorized Representative.” Borrower may designate additional individuals as Authorized Representatives, Borrower shall furnish or cause relieve individuals of their status as Authorized Representatives, by delivering a duly authorized and executed written notice thereof to Lender, such written notice to be furnished to Lender the following documents covering each draw request, as applicable, in form and substance satisfactory to Lender:Lender in its discretion and accompanied by such evidence of due authorization thereof as Lender may require (any such written notice an “Authorized Representative Change Notice”). An Authorized Representative Change Notice will be effective only with respect to Draw Requests and approvals from and after the date of Xxxxxx’s written acknowledgement of receipt thereof. (c) Following receipt and approval of a Draw Request, all supporting documentation and information required by Xxxxxx, and receipt and approval of a written report from the Inspector satisfactory to Lender (including as to the matters described in clauses (h) and (i) A fully executed Borrower’s Draw Requestof Section 3.3), Lender will determine the amount of any advance Lender shall make in accordance with this Agreement, the Loan Documents, the Budget and the following standards: (i) for construction work [other than Tenant improvement work], advances on the basis of [_______ percent (____%)] of the costs shown on the application for payment from the General Contractor reviewed and approved by Lender showing work or material in place on the Improvements that comply with the terms of the Loan Documents, minus all previous advances and all amounts required to be paid by Xxxxxxxx, as described in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2Budget, and an itemized summary of all costs included in such Draw Request; [(ii) Copy for Tenant improvement work, advances on the basis of [__________ percent (_____%)] of the previous Draw Request costs shown for each lease in the application for payment from the General Contractor reviewed and attachments together approved by Lender for the work or material in place that complies with a cash disbursement summary noting the invoiceterms of the Loan Documents, provided that [if required by Lender], (A) an application for payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering submitted only after all Tenant improvements have been completed, [(B) the amount of the requested Advanceadvance does not exceed the $________ per square foot allowance provided in the Budget], (C) all provisions of the Loan Documents have been satisfied, (D) the term of the applicable lease has commenced, and all Advances made (E) Lender has received from the applicable Tenant a Tenant estoppel certificate and a subordination and attornment agreement in form satisfactory to dateLender and], reflecting that there and (iii) for soft costs, advances on the basis of [one hundred percent (100%)] of such costs in accordance with the Budget. The final retainage for the direct costs of construction will be retained until each of the conditions precedent to the final advance of the Loan proceeds set forth in Section 3.4 (Conditions Precedent to Final Advance) shall have been satisfied to the complete satisfaction of Lender; provided, however, that, so long as no mechanics’ Default or materialmenEvent of Default exists, the retainage held with respect to any subcontractor, laborer or materialman who has completed its work or services; whose work or services has been accepted and approved by Xxxxxx; and who has delivered to Lender a final waiver of liens, may be requisitioned by Xxxxxxxx and disbursed at the discretion of Lender. (d) Notwithstanding anything contained herein to the contrary, no advances shall be made for building materials or furnishings that are not yet incorporated into the Improvements unless (i) Borrower has good title to the stored materials and the stored materials are components in a form ready for incorporation into the Improvements and will be incorporated within a period of forty-five (45) days, (ii) the stored materials are in Borrower’s liens filed since possession and satisfactorily stored on the Land or such materials are satisfactorily stored at such other site as Lender may approve, (iii) the stored materials are protected and insured against theft and damage in a manner and amount satisfactory to Lender, (iv ) the stored materials have been paid for in full or will be paid for with the funds to be advanced and all lien rights and claims of the supplier have been released or will be released upon payment with the advanced funds and (v) Lender has or will have upon payment with the advanced funds a perfected, first priority security interest in the stored materials. The aggregate amount of advances for stored materials that have not yet been incorporated into the Improvements shall not exceed _____________ Dollars ($_______) at any time. (e) Lender shall, only upon the satisfaction, as determined by Lender in its good faith business judgment, of all applicable conditions of this Agreement and the Loan Documents, be required to make the requested advance to Borrower (in the amount determined by Lender in accordance with the preceding paragraph (b)) on a Business Day within ten (10) Business Days after such satisfaction of all conditions precedent. Each requisition, and Xxxxxxxx’s acceptance of any advance, shall be deemed to ratify and confirm, as of the date of the issuance of requisition and the Title Policyadvance, respectively, that (i) all representations and warranties in ARTICLE IV (Representations and Warranties), elsewhere herein and in the other Loan Documents remain true and correct in all material respects (unless such representations and warranties are qualified by materiality or a Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects), and updating all covenants and agreements in the effective date Loan Documents remain satisfied in all material respects (unless such covenants or agreements are qualified by materiality or a Material Adverse Effect, in which case such covenants or agreements shall be satisfied in all respects), (ii) there is no uncured Default or Event of Default existing under the Title Policy Loan Documents, (iii) all conditions to the relevant Advance dateadvance, which endorsement shall be provided at Borrower’s expense. Upon demand of whether or not evidence thereof is required by Lender, Borrower shall immediately cause any liens are satisfied, (iv) the AIA Document G702 and G703 (or other matters similar forms approved by Lender in its good faith business judgment) forms executed by each contractor and approved by the Architect, together with all schedules, affidavits, releases, waivers, statements, invoices, bills, and other documents, certificates and information submitted for the requisition are complete and correct, and in all respects what they purport and appear to be satisfied; for the amount and period applicable to the requisition, (v) Copies all advances previously made to Borrower were disbursed, and the proceeds of the advance requested in the requisition will be disbursed, for the payment of costs and expenses specified in the requisition and for no other purpose, (vi) after the advance, all material licenses obligations for work and permits not previously delivered other costs heretofore incurred by Borrower to Lender that are required in connection with the work giving rise construction of the Improvements and which are due and payable will be fully paid and satisfied, and (vii) any unadvanced portion of the Loan to which Borrower is entitled, plus the Project costs intended portions of the total cost of the construction of the Improvements which are to be paid with such proceeds by Borrower from other funds, that in Xxxxxx’s good faith business judgment are available, set aside and all subcontracts relating committed, is or will be sufficient to such work; and (vi) Such other information as Lender may reasonably require to verify pay the substance actual unpaid total cost of a Draw Requestthe construction of the Improvements.

Draw Requests. For each Advance under the Guidance Line, Borrower shall submit to Agent a written draw request on AIA Form G 702 and G 703 or like form (a "Draw Request") signed by the Borrower. (a) Borrower Each Draw Request shall deliver to Lender, no more often than weekly, the Draw Request, along with evidence be accompanied by such additional items of the Project costs funded during the preceding month (whether from Loan proceeds or otherwise), copies of all invoices included information and documentation as Agent may require in such disbursement, together with all other supplemental its sole and related documents required by Lenderabsolute discretion. (b) As Borrower may submit Draw Requests to Agent not more than once in any calendar month for each Guidance Loan (unless Agent agrees to make disbursements more frequently than once a condition precedent month) and, subject to the first terms and conditions of this Agreement, Agent will fund such draw request (subject to Borrower's compliance with the Loan Documents) no later than ten (10) Business Days after Agent's receipt of such complete and accurate Draw Request, including all information and documentation requested by Agent, and Agent will fund such Draw Request (subject to Borrower's compliance with the Loan Documents) only after the Completion Percentage (supported by Check Release Methodology if required by Agent) is verified by Agent. A Draw Request shall not be considered complete and accurate, and Lenders' obligation to fund Advances as to such Draw Request within the time set forth in this Section shall not begin, unless and until such Draw Request includes and is accompanied by all items requested by Agent, which are complete and accurate, and in form and content acceptable to Agent in its reasonable discretion. At Agent's option, but in no event more frequently than once per Calendar Quarter, Borrower shall pay all costs to provide "date down" endorsements to Agent's Title Policies if requested by Agent, in Agent's sole and absolute discretion. Borrower shall use all Advances strictly for the purposes for which they were disbursed by Agent. In the event that Agent desires to make any Advance after an Unmatured Default or Event of Default, Agent may require an ALTA No. 10 full bring-down endorsement to its Title Policy. (c) Unless Borrower has notified Agent in writing to the contrary, each Draw Request shall constitute Borrower's representation and warranty to Agent that: (a) the Completion Percentage set forth in the Draw Request is true and correct and is supported by Check Release Methodology, evidence of which shall be provided to Agent upon Agent's request in its sole and absolute discretion; (b) all prior Advances, as well as that currently being requested, were and will be used in compliance with the Bulk Land Budget; and (c) no Event of Default or Unmatured Default has occurred and is continuing. (d) Together with each Draw Request, Borrower shall deliver to Agent evidence of the Completion Percentage (supported by Check Release Methodology if required by 48 Agent in its sole and absolute discretion) and such evidence as Agent may require, in its sole and absolute discretion, to show that all items included in the Draw Request are supported by Check Release Methodology. (e) Together with each Draw Request, from and after written request by Agent to Borrower, Borrower shall deliver to Agent lien waivers from all contractors, subcontractors and materialmen paid pursuant to the immediately preceding Advance and each subsequent all prior Advances to the extent not previously provided to Agent. (f) Borrower acknowledges that (i) Agent may Advance and use Loan proceeds to pay certain fees and expenses of Agent and Lenders in accordance with this Agreement, (ii) for purposes of Advances related to these fees and expenses, Agent is not restricted to the items set forth in the Bulk Land Budget, and (iii) such items may reduce Borrower's allowed Advance pursuant to Borrower's Draw Request. (g) Any materials covered by a Draw Request must be suitably stored at the construction site or actually incorporated into the Improvements and there shall have been established construction staging and storage areas on the Project site in a manner and location satisfactory to Lender. No disbursement of the Loan proceedsshall be made for materials stored at any location other than the Project. (h) Any Advance made by Agent under any option for disbursement, or so much thereof as Agent may consider proper, may be disbursed to Borrower or its order, or if an Unmatured Default or Event of Default exists and is continuing or Agent has evidence that Borrower is not timely paying its contractors and materialmen, at Agent's election, directly to the persons furnishing labor and/or materials, or to both. Agent shall furnish have no obligation to see that the disbursements made by it to Borrower or cause any designee of Borrower are actually used to be pay for labor and materials furnished to Lender for acquisition or development of the following documents covering each draw requestReal Estate or Lots, as applicable, . Borrower acknowledges that this is its responsibility and Borrower assumes all risks in form and substance satisfactory connection with any disbursement to Lender:any such designee. (i) A fully executed Borrower’s Draw RequestAgent may withhold from any Advance or, on account of subsequently discovered evidence, withhold from a later Advance, as Agent in its discretion considers necessary to protect Lenders from loss on account of (i) defective work on the Project that has not been remedied, (ii) any obligation required by this Agreement or the Loan Documents to have been performed that has not been performed, (iii) liens filed against the Project, which liens are not being disputed in the manner provided in Section 12.3, (iv) failure of Borrower to make payments to the contractors or contractor's failure to pay subcontractors for material or labor, or (v) a reasonable doubt by Agent that development of the Project can be completed for less than the undisbursed proceeds of the Loan. 49 (j) Lenders, from time to time, may make Advances in payment of insurance premiums, taxes, assessments, liens or encumbrances existing against the Collateral, interest accrued and payable upon the applicable Loan, and any charges and expenses that are the obligation of Borrower under this Agreement or any Loan Document and any charges or matters necessary to preserve the Collateral or to cure any Unmatured Default or Event of Default. (k) In the event of any dispute that, in the forms attached hereto as Exhibits A good faith opinion of Agent, may endanger the timely completion of the Project or the fulfillment of any condition precedent or covenant herein, Lenders may make Advances for the account of Borrower without prejudice to Borrower's rights, if any, to recover such funds from the party to whom paid. Such agreement or agreements may take any form that Lenders in their reasonable discretion deem proper, including, without limitation, agreements to indemnify a title insurer against possible assertion of lien claims and B-1 together with a copy of Borrower’s letter of request agreements to pay disputed amounts to contractors in the form attached event Borrower is unable or unwilling to pay the same. All sums paid or agreed to be paid pursuant to such agreement shall be for the account of Borrower and shall be charged as Exhibit B-2an Advance. (l) Although Lenders shall have no obligation to make any Advance unless and until all of the conditions and prior performances set forth herein have been kept, fulfilled or performed, and an itemized summary until all inspections, certifications, releases, waivers, or other requirements set forth in this Agreement have been made, delivered and complied with, Lenders, at their sole discretion, may make Advances prior to that time without waiving or releasing any of the requirements or conditions of this Agreement, but Borrower shall continue to be strictly obligated and subject thereto, and all such conditions, prior performances and other requirements shall nevertheless be strictly and punctually complied with, fulfilled and performed; and, notwithstanding any such disbursement, Lenders, at their discretion, may discontinue any further Advances at any time until all of the conditions, prior performances and other requirements of this Agreement have been strictly fulfilled, performed and complied with. (m) Borrower shall have no right to any Advance other than to have the same disbursed by Lenders in accordance with one or more of the disbursement provisions contained in this Agreement. Any assignment or transfer, voluntary or involuntary, of this Agreement or any Loan or any right hereunder or thereunder shall not be binding upon or in any way affect Lenders without their written consent; Lenders may make Advances under one or more of the disbursement provisions herein, notwithstanding any such assignment or transfer. (n) In the event that the applicable Loan amount or so much thereof as Lenders are obligated to Advance is not sufficient in Agent's sole judgment to pay all costs included contained in such Draw Request; (ii) Copy the Bulk Land Budget, or other costs necessary to complete the Project, Borrower shall be solely responsible to provide sufficient funds to pay all costs not advanced by Lenders, and within three days of the previous Draw Request and attachments together demand of Agent, Borrower shall deposit with a cash disbursement summary noting the invoice, payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering Agent the amount of funds estimated by Agent to be necessary to complete the requested AdvanceProject to be disbursed under the terms hereof before any 50 further Advances under the Loan. Failure to make the deposit required by Agent within three days after notice to Borrower from Agent shall be an Event of Default hereunder. (o) Advances under the Guidance Line will only be available for acquisition of Real Estate and certain engineering, land planning, permitting and all Advances made to date, reflecting that there have other approved "soft costs" until such time as a plat of subdivision approved by Agent has been no mechanics’ or materialmen’s liens filed since recorded in the date official records of the issuance of county where the Title Policy, and updating the effective date of the Title Policy to the relevant Advance date, which endorsement shall be provided at Borrower’s expense. Upon demand of Lender, Borrower shall immediately cause any liens or other matters to be satisfied; (v) Copies of all material licenses and permits not previously delivered by Borrower to Lender that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; and (vi) Such other information as Lender may reasonably require to verify the substance of a Draw RequestReal Estate is located.

Draw Requests. (a) Borrower X.Xxx shall deliver to Lender, no more often than weekly, the Draw Request, along with Administrative Bank on a monthly basis evidence of the Project costs funded during the preceding month (whether from Real Estate Loan proceeds or otherwiseotherwise including those funded by the X.Xxx Equity), the Draw Request, an itemized summary and copies of all soft cost invoices included in such disbursement, together with all other supplemental and related documents required by Lenderdocuments, including signed AIA Forms G702/703 for the General Contractor, and an inventory list of all soft costs and invoices for all soft costs included in such disbursement. Items for payment reflected in such invoices provided with each Draw Request, are not acceptable if aged more than ninety (90) days unless such delay was the fault of a good faith dispute relating to such invoice. (b) Upon receipt of a Draw Request, Administrative Bank shall cause Inspecting Architect to inspect the Improvements (if said inspection has not already been scheduled or completed prior to Administrative Bank’s receipt of the Draw Request) and to confirm progress of construction work with respect to the costs of such work. If Administrative Bank determines, based on the confirmation of the Inspecting Architect, that construction is proceeding in a timely fashion in accordance with the Plans and otherwise in the manner required by this Agreement and that all conditions to such disbursement shall have been fulfilled, the Banks shall make the disbursement on the date requested by X.Xxx or as close to such requested date as is commercially reasonable (not to be less than ten (10) Business Days from delivery to Administrative Bank of the Draw Request) in the manner specified below. No more than one Advance on the Real Estate Loan shall be made each month. (c) As conditions precedent to the first Advance on the Real Estate Loan, X.Xxx shall provide all items listed in Section 2.1, including those items that are designated by this Agreement to be provided post-closing, in addition to satisfying all other conditions stated in this Agreement as items to be satisfied prior to an Advance on the Real Estate Loan. (d) As a condition precedent to the first Advance on the Real Estate Loan and each subsequent Advance of the Loan proceedsadvance, Borrower X.Xxx shall furnish or cause to be furnished to Lender Administrative Bank the following documents covering each draw request, as applicable, in form and substance reasonably satisfactory to LenderAdministrative Bank: (i) A complete and fully executed BorrowerDraw Request from X.Xxx, including without limitation a Draw Request Certification and X.Xxx’s Letter of Draw Request, in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request Request in the form attached hereto as Exhibit B-2B-3, a Contractor’s Sworn Statement, and an itemized summary of and copies of invoices for all soft costs included in such Draw Request. Without limiting the foregoing, in connection with any Draw Request, X.Xxx shall submit, as applicable, signed and notarized AIA Forms G702/703 for the General Contractor, and invoices for all soft costs included in such Draw Request; (ii) Copy Evidence satisfactory to Administrative Bank that all then sums due (invoiced and payable) in connection with the acquisition, development and construction with respect to the Improvements then completed have been paid through the contribution of X.Xxx Equity (or will be paid from the requested Advance) in full and that no party claims any statutory or common law lien (other than Permitted Encumbrances) arising out of the previous Draw Request and attachments together with a cash disbursement summary noting construction of the invoiceImprovements or the supplying of labor, payment datematerial, check number or wire identification number and a reconciliation of all funds disbursedand/or services in connection therewith; (iii) A conditional waiver of mechanic’s lien and/or materialman’s lien, executed by the General Contractor in the amount of the lienable costs of the Property payable from the requested Advance on the Real Estate Loan, together with unconditional lien waivers (or partial lien waivers, if applicable) from the General Contractor with regard to all Advances prior to the then pending Advance, together with unconditional lien waivers (or partial lien waivers, if applicable) from all subcontractors for all work up to the date that is 60 days prior to the then pending Advance ; however, with respect to the final Advance on the Real Estate Loan proceeds to be paid to the General Contractor and subcontractors under their respective contracts, such mechanic’s lien and/or materialman’s lien waivers shall be conditional final waivers, with such waivers to be final unconditional 30 days after final Advance on the Real Estate Loan is made; (iv) Copies of any change orders, whether proposed or executed, which have not been previously furnished to LenderAdministrative Bank and the pending change order log maintained by the General Contractor; (ivv) Copies of material subcontractors’ contracts (having a contract sum in excess of $500,000) to the extent not previously furnished; (vi) Such other documentation as may be required by the Title Company to issue an a CLTA 122 endorsement (or its ALTA equivalent) to and continuation of the Title Policy covering the amount of the requested Advanceadvance, and all Advances advances made to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance advance date, which endorsement shall be provided at BorrowerX.Xxx’s expense. Upon demand of LenderAdministrative Bank, Borrower X.Xxx shall immediately cause any liens or other matters to be satisfied; (vvii) If any significant dispute arises between or among X.Xxx, General Contractor or any subcontractor and/or material supplier or any party to a material contract, a written summary of the nature of such dispute; (viii) An updated and current copy of the Stored Materials Log, which Stored Materials Log shall provide that all of the Stored Materials are located in the jurisdiction in which the Land is situated subject to the provisions of Section 3.2(e); (ix) Copies of all material licenses and permits not previously delivered by Borrower X.Xxx to Lender Bank that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; (x) With respect to the first Advance on the Real Estate Loan, the Administrative Bank shall have received evidence reasonably satisfactory to it that any credit facility currently in effect for Overstock other than those under the Loan Documents and any facility that would be permitted by Section 5.32 shall have been terminated and cancelled and all Indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Revolving Loans) and any and all liens thereunder, if any, shall have been terminated and released; and (vixi) Such other information as Lender Administrative Bank (or any Bank through Administrative Bank) may reasonably require to verify the substance of a Draw Request.

Draw Requests. (a) Whenever Borrower desires to obtain an Advance or a disbursement of Construction Equity Deposits, Borrower shall deliver submit a signed Draw Request to Bank, the Funding Lender, Project Inspector and Title Company. Draw Requests shall be submitted at least ten (10) Business Days prior to the date on which the requested disbursement is to be made. Draw Requests shall be submitted no more often than weeklyonce each month. Borrower shall also simultaneously submit to Bank, Project Inspector and Title Company the Draw Request, along with evidence of the Project costs funded during the preceding month (whether from Loan proceeds or otherwise), copies of all invoices included in such disbursement, together with all other supplemental and related documents items required by Lender. (b) As a condition precedent pursuant to the first Advance and each subsequent Advance Section 4.7 of the Loan proceedsAgreement, Borrower and submit to the Funding Lender any items required pursuant to the Funding Lender’s Loan Documents. With respect to each Advance, Title Company shall furnish perform a search of the appropriate records and, within five (5) Business Days after receiving the foregoing items, shall give Bank and the Funding Lender notice by telephone or cause to be furnished to Lender the following documents covering each draw request, as applicable, in form and substance satisfactory to Lender: writing if any intervening liens are disclosed (i) A fully executed Borrower’s Draw Request, other than those expressly listed in the forms attached hereto as Exhibits A and B-1 together with a copy of BorrowerBank’s letter of request Title Policy). If any such intervening liens or other matters are discovered by Title Company, which in the form attached as Exhibit B-2Funding Lender’s or Bank’s sole judgment jeopardize their respective interests in the Project, and an itemized summary of all costs included in such Draw Request; (ii) Copy of the previous Draw Request and attachments together with a cash disbursement summary noting the invoice, payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to shall refrain from making further disbursements until Bank and continuation of the Funding Lender notify Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting Company that there such intervening liens or other matters have been no mechanics’ waived by Bank and the Funding Lender or materialmen’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance date, which endorsement shall be provided at Borrower’s expensesatisfied. Upon demand of Bank or the Funding Lender, Borrower shall immediately cause any such liens or other matters to be satisfied; satisfied of record or bonded over, or shall deposit cash or make other arrangements with respect to the discharge thereof satisfactory to Bank and the Funding Lender. With respect to each Advance, if Bank and the Funding Lender have approved the Draw Request (vwhich approval shall be conditioned among other things upon all of the terms and conditions of Bank’s and the Funding Lender’s Loan Documents and this Agreement being complied with), then, on the date the Advance is requested to be made, the Funding Lender will advance directly to Title Company the principal amount of the requested Advance less (a) Copies the retainage required under the Construction Contract and the Funding Lender’s Loan Documents (unless such retainage is already accounted for in the Draw Request), and (b) amounts payable to and advanced by the Funding Lender to itself. Title Company shall, as promptly as possible thereafter, if all of all material licenses the conditions of this Agreement have been complied with in a manner satisfactory to Title Company, and permits if Title Company has not previously delivered by Borrower to received notice from Bank or the Funding Lender that are required in connection with a Default or an Event of Default exists under Bank’s or the work giving rise Funding Lender’s Loan Documents, make a disbursement of the proceeds so received by delivering to General Contractor, or, at Title Company’s, Bank’s or the Funding Lender’s option, to the Project costs intended subcontractors and other parties entitled to be paid with receive any of such proceeds and all subcontracts relating to such work; and (vi) Such other information as Lender may reasonably require to verify proceeds, by check or wire transfer, the substance of a amounts set forth in the Draw Request. Notwithstanding anything in this Agreement to the contrary, the Subordinate Lender shall not have the right to approve or disapprove Advances of the Senior Loan.

Draw Requests. (a) Borrower shall deliver a Draw Request to Lender, Lender on a monthly basis (and no more often than weekly, the Draw Request, along once per month) together with evidence of the Project costs Costs funded during the preceding month (whether from proceeds of the Loan proceeds or otherwise). Draw Requests must be submitted at least ten (10) Business Days prior to the date of the requested Advance. Borrower shall also concurrently deliver a copy of the Draw Request directly to the Project Inspector. Each Draw Request shall include: (a) Xxxxxxxx’s signed Letter of Draw Request. (b) Xxxxxxxx’s signed Draw Request Certification. (c) An updated Draw Request Spreadsheet. (d) Original AIA Forms G702/703 from the General Contractor and, if applicable, any subcontractors and any material suppliers, signed and notarized by the General Contractor, and any subcontractors and material suppliers, including a certification by the Architect. (e) An itemized payee list including a summary and copies of all invoices included in such disbursementthe Draw Request which shall not be more than 90 days old, together with all other any supplemental and related documents items required by Lender, including invoices for soft costs. (bf) As a condition precedent to the first Advance and each subsequent Advance of the Loan proceeds, Borrower shall furnish or cause to be furnished to Lender the following documents covering each draw request, Xxxx xxxxxxx as applicable, in form and substance satisfactory to Lender:required by Section 3.3. (i) A fully executed Borrower’s Draw Request, in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2, and an itemized summary of all costs included in such Draw Request; (ii) Copy of the previous Draw Request and attachments together with a cash disbursement summary noting the invoice, payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance date, which endorsement shall be provided at Borrower’s expense. Upon demand of Lender, Borrower shall immediately cause any liens or other matters to be satisfied; (v) Copies of all material licenses and permits not previously delivered by Borrower to Lender that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; and (vig) Such other information as is required by Lender may reasonably require to verify support the substance Draw Request. Upon receipt of a Draw Request, Lender shall cause the Project Inspector to inspect the Improvements (if the inspection has not already been scheduled or completed prior to Xxxxxx’s receipt of the Draw Request) and to confirm progress of the construction work with respect to the costs of the work. If Lender determines that construction is proceeding on schedule in accordance with the Plans and otherwise in the manner required by this Agreement and that all conditions to the requested Disbursement shall have been fulfilled, Lender shall make the Disbursement on the date requested by Borrower or as close to the requested date as is commercially reasonable (not to be less than ten (10) Business Days from delivery to Lender of the Draw Request and all items required pursuant to this section). Lender may make any Disbursement by deposit into the Operating Account, by check payable to Borrower, or by check payable jointly to Borrower and any general contractor, subcontractor or other claimant, or directly to any such claimant, or by any other means reasonably selected by Xxxxxx.

Draw Requests. (a) In connection with a request for each Additional Advance, Borrower shall deliver submit to LenderLender and Construction Consultant a draw request (each, a “Draw Request”) substantially in the form required pursuant to Section 2.1.5(b) not less than ten (10) Business Days (but not more than sixty (60) days) prior to the applicable Advance Date; provided that there shall be no more often than weeklyone Draw Request for Approved Project Expenditures and no more than one Draw Request for Interest and Carry Cost in each calendar month. Each Draw Request for Approved Project Expenditures shall specify the Hard Costs (which shall not exceed the value of work in place and Stored Materials as supported by invoices and other supporting documentation, as reasonably approved by Construction Consultant, less any Retainage), including deposits paid to any Contractor or Trade Contractor, and Soft Costs (including deposits required to be paid pursuant to any agreement covering Soft Costs)) and Interest and Carry Costs to be paid from the Draw Request, along with evidence proceeds of the requested Additional Advance. No Additional Advance with respect to the payment of any Advance Item constituting Approved Project costs funded during the preceding month Expenditure shall be requested or advanced (whether from Loan proceeds or otherwise), copies of all invoices included in such disbursementx) for an amount that, together with all other supplemental and related documents required by Lender. (b) As a condition precedent to the first Advance and each subsequent Advance of the Loan proceeds, Borrower shall furnish or cause to be furnished to Lender the following documents covering each draw request, as applicable, in form and substance satisfactory to Lender: (i) A fully executed Borrower’s Draw Request, in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2, and an itemized summary of all costs included in such Draw Request; (ii) Copy of the previous Draw Request and attachments together with a cash disbursement summary noting the invoice, payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy Additional Advance with respect to the relevant Advance date, which endorsement shall be provided at Borrower’s expense. Upon demand of Lender, Borrower shall immediately cause any liens or other matters to be satisfied; (v) Copies payment of all material licenses other Advance Items constituting Approved Project Expenditure then being requested hereunder and permits not previously delivered by Borrower under the Mortgage Loan Agreement, is less than $150,000 (other than the last requested Additional Advance with respect to Lender that are required such Advance Item if less) or (y) more frequently than once in any calendar month. Each Draw Request in connection with an Additional Advance for the work giving rise to payment of Hard Costs shall specify the Project costs intended amount of any Retainage previously withheld and which has then become payable by Borrower, with supporting documentation describing in reasonable detail the basis for any such disbursements. All Draw Requests shall be approved by Lender, not to be paid unreasonably withheld, and, with such proceeds and all subcontracts relating respect to such work; and (vi) Such other information as Lender may Hard Costs, reasonably require to verify the substance of a Draw Requestapproved for payment by Construction Consultant.

Draw Requests. (a) Borrower shall deliver to Lender, no more often than weekly, the Draw Request, along with Bank on a monthly basis evidence of the Project costs to be funded during for the preceding month (whether from Loan proceeds or otherwise), the Draw Request, an itemized summary and copies of all invoices included in such disbursement, together with all other supplemental and related documents required documents, including signed AIA Forms G702/703 for the General Contractor and all subcontractors if available and requested by LenderBank, and an inventory list of all soft costs and invoices for all soft costs in excess of $5,000.00 included in such disbursement, and a list of all subcontractors to be paid out of the Advance along with a description of the labor and/or materials provided by the subcontractor. Items for payment reflected in such invoices provided with each Draw Request, are not acceptable if aged more than ninety (90) days unless approved by Bank in writing. (b) To the extent that Borrower demonstrates to Bank’s satisfaction that cash flow from the Project is insufficient to pay interest, fees and other amounts due to Bank under the Loan, Bank shall make Advances of Loan proceeds available once each month therefor from the Interest Reserve. To the extent that Borrower demonstrates to Bank’s satisfaction that cash flow from the Project is insufficient to pay operating expenses at the Project, Bank shall make Advances of Loan proceeds available once each month therefor from the Operating Deficits Reserve. The Bank shall make up to one (1) additional Advance of Loan proceeds for the cost of construction work with respect to the Improvements per month pursuant to Borrower’s Draw Request. Upon receipt of a Draw Request, Bank shall cause Inspecting Architect to inspect the Improvements (if said inspection has not already been scheduled or completed prior to Bank’s receipt of the Draw Request) and to confirm progress of construction work with respect to the costs of such work. If Bank determines that construction is proceeding diligently in accordance with the Plans and otherwise in the manner required by this Agreement and that all conditions to such disbursement shall have been fulfilled, Bank shall make the disbursement on the date requested by Borrower or as close to such requested date as is commercially reasonable (not to be less than ten (10) Business Days from delivery to Bank of the Draw Request) in the manner specified below. (c) As conditions precedent to the first Advance, Borrower shall, in addition to satisfying all other conditions for an Advance in this Section 3.2(c), provide to Bank (i) evidence that Borrower has contributed all of the Borrower’s Equity toward the payment of costs of the Project in accordance with the Budget, (ii) the Builder’s All Risk Insurance policy required per Section 5.9 of this Agreement, (iii) Plans, in the form previously submitted and approved by Bank, as finally approved for construction by the Project Architect and the applicable Governmental Authority, (iv) a schedule listing all Contractors and contracts relating to the Project, and copies of such contracts as Bank may require, (v) a copy of the Borrower’s Notice to Proceed letter to the General Contractor issued in accordance with the General Contract, and (vi) an updated construction schedule. (d) As a condition precedent to the first Advance and each subsequent Advance of the Loan proceeds, Borrower shall furnish or cause to be furnished to Lender Bank the following documents covering each draw requestDraw Request, as applicable, in form and substance satisfactory to LenderBank: (i) A fully executed Borrower’s Draw Request, in the forms attached hereto as Exhibits A B-1 and B-1 B-2 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2B-3, and an itemized summary of and copies of invoices for all costs included in such Draw Request. Without limiting the foregoing, in connection with any Draw Request, Borrower shall submit, as applicable, original, signed and notarized AIA Forms G702/703 for the General Contractor and all subcontractors if available and requested by Bank, and invoices for all soft costs in excess of $5,000.00 included in such Draw Request; (ii) Copy Evidence satisfactory to Bank that all sums then due (invoiced and payable) in connection with the acquisition, development and construction of the previous Draw Request Improvements then completed have been paid (or will be paid from the requested Advance) in full and attachments together with a cash disbursement summary noting that no party claims any statutory or common law lien arising out of the invoiceconstruction of the Improvements or the supplying of labor, payment datematerial, check number or wire identification number and a reconciliation of all funds disbursedand/or services in connection therewith; (iii) A Contractor Partial Lien Release, executed by the General Contractor and all subcontractors, in the amount of the lienable costs of the Project payable from the requested Advance, in the form attached hereto as Exhibit B-5 which is attached hereto and incorporated herein by this reference, and unconditional lien waivers executed by the suppliers being paid by the General Contractor payable from the requested Advance, with regard to all Advances prior to the then pending Advance; however, with respect to the final advance of Loan proceeds to be paid to the General Contractor under its contract, such mechanic’s lien and/or materialman’s release and lien waiver shall be an unconditional full release and waiver of all mechanic’s liens and/or materialman’s liens under the contract or in connection with the Project; (iv) Copies of any change orders, whether proposed or executed, which have not been previously furnished to LenderBank and the pending change order log maintained by the General Contractor; (ivv) Copies of Contractors’ contracts to the extent not previously furnished; (vi) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance date, which endorsement shall be provided at Borrower’s expense. Upon demand of LenderBank, Borrower shall immediately cause any liens or other matters to be satisfied; (vvii) A complete “Notice of Commencement” to be filed with applicable government office in Florida; (viii) Reserved; (ix) If any significant dispute arises between or among Borrower, General Contractor or any subcontractor and/or material supplier or any party to a material contract, a written summary of the nature of such dispute; (x) An updated and current copy of the Stored Materials Log, which Stored Materials Log shall provide that all of the Stored Materials are located in the jurisdiction in which the Land is situated subject to the provisions of Section 3.2(e); (xi) Copies of all material licenses and permits not previously delivered by Borrower to Lender Bank that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; and (vi) Such other information as Lender may reasonably require to verify the substance of a Draw Request.;

Draw Requests. The Development Manager shall be entitled to apply to the Owner monthly for payment of Project Costs by delivering to the Owner a written order (herein referred to as a “Draw Request” or “Draw Requests”) for payment thereof. In addition, Development Manager shall also prepare and submit Draw Requests to the Lender, if any, in the form required by the Loan Documents. Each Draw Request shall, among other things: (a) Borrower shall deliver state the aggregate amount of Project Costs previously paid to Lender, no more often than weekly, or as directed by the Draw Request, along with evidence of the Project costs funded during the preceding month (whether from Loan proceeds or otherwise), copies of all invoices included in such disbursement, together with all other supplemental and related documents required by Lender.Development Manager under this Section; (b) As a condition precedent state the amount of the Project Costs paid or payable by the Owner at the date of the Draw Request in addition to the first Advance Project Costs stated pursuant to Subsection (a) hereof (being the amount requested for payment in the Draw Request), indicating which amounts have been paid and each subsequent Advance of the Loan proceeds, Borrower shall furnish or cause to be furnished to Lender the following documents covering each draw request, as applicable, in form and substance satisfactory to Lender:those which are immediately payable but not yet paid; (ic) A fully executed Borrower’s Draw Request, in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2, and an itemized summary of state that all costs amounts included in such Draw RequestRequest are Project Costs and describing the items constituting such Project Costs in reasonable detail; (iid) Copy be accompanied by all material supporting documentation including lien waivers, contractors and subcontractors sworn statements, and invoices for all amounts requested in such Draw Request, and to the extent the Draw Request includes a claim for construction costs, applications for payment in the form of AIA Form G‑702 or G‑703 signed by the Architect and/or Contractor (as applicable); and (e) comply with the terms and provisions of any Loan Documents. Each Draw Request shall be delivered to the Owner as aforesaid and shall be signed by an officer or project manager of the previous Development Manager (which Draw Request shall exclude the personal liability of such officer or project manager for the statements set forth therein) and attachments shall state that all Project Costs set forth in such Draw Request, payment or reimbursement of which is requested in such Draw Request, are Project Costs incurred in connection with the Project and construction of the Project in accordance with this Agreement. Within ten (10) days of the receipt of such Draw Request together with a cash disbursement summary noting the invoice, payment date, check number such supporting documentation (or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such within such other documentation timeframe as may be required or set forth in the Loan Documents to the extent that such Draw Request will be paid from proceeds of any Construction Financing, if any), the Owner shall pay to or as directed by the Title Company to issue an endorsement to and continuation of the Title Policy covering Development Manager, the amount of the Project Costs set forth in such Draw Request and in respect of which payment is requested Advance, and all Advances made to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since by the date of the issuance of the Title Policy, and updating the effective date of the Title Policy Development Manager. The Development Manager shall forthwith apply such moneys to the relevant Advance date, payment of any amounts specified pursuant to Subsection (b) hereof as being payable but which endorsement shall be provided at Borrower’s expense. Upon demand of Lender, Borrower shall immediately cause any liens or other matters to be satisfied; (v) Copies of all material licenses and permits are not previously delivered by Borrower to Lender that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; and (vi) Such other information as Lender may reasonably require to verify the substance of a Draw Requestyet paid.

Draw Requests. Concurrently with the request for any construction Advance under the Loan, Borrower will furnish to Lender a completed Draw Request with all required attachments. Borrower will submit all Draw Requests not more than once in any Calendar Month, unless Lender in its sole discretion approves a more frequent disbursement period (a) Borrower shall deliver e.g., twice per month). Lender may charge an inspection fee for each Draw Request not to Lender, no more often than weekly, exceed the lesser of any fees of the Special Engineer for such service or $750 per request. Within ten days of receipt of the Draw RequestRequest (so long as the Draw Request has been timely received, along with evidence of the Project costs funded during the preceding month (whether from Loan proceeds or otherwiseis complete, and all other applicable conditions have been satisfied), copies of all invoices included in such disbursement, together with all other supplemental and related documents required by Lender. (b) As a condition precedent Lender agrees to the first Advance and each subsequent Advance of the Loan proceeds, Borrower shall furnish or cause to be furnished to Lender the following documents covering each draw request, as applicable, in form and substance satisfactory to Lender: (i) A fully executed Borrower’s Draw Request, in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2, and an itemized summary of all costs included in such Draw Request; (ii) Copy of the previous Draw Request and attachments together with a cash disbursement summary noting the invoice, payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering the amount of make the requested Advance, subject to the terms and all Advances made conditions of this Agreement. Borrower shall supply to dateLender with each Draw Request receipted invoices or bills of sale and unconditional partial releases and waivers of liens from each materials dealer, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of the issuance of the Title Policysupplier, laborer, and updating the effective date subcontractor who has done work or furnished materials use of the Title Policy to the relevant Advance dateequipment, which endorsement shall be provided at Borrower’s expense. Upon demand of Lender, Borrower shall immediately cause any liens or other matters which could give rise to any lien on the Property or any part of it, or on any Collateral, for construction of the Project covered by the most recent Draw Request with respect to which Lender has made Advances and conditional releases and waivers of liens by all such persons relating to matters covered by the current pending Draw Request (See Section 4.3). The lien waivers must be satisfied; in a form acceptable to Lender. Upon the request of Lender (vin Lender’s discretion), Borrower agrees to make available to Lender prior to the making of any requested Advance: (i) Copies a list of the names and addresses of all material licenses materials dealers, laborers, and permits not previously delivered subcontractors with whom written agreements have been made by Borrower to Lender that are required in connection with or who have supplied any labor, materials, use of equipment on the work giving Project or any matter which could give rise to a lien on the Project costs intended Property or any part of it or an any Collateral; (ii) evidence that any required inspection by any governmental authority has been satisfactorily completed; and (iii) all other invoices, bills and statements as may be reasonably required by Lender to be paid with such proceeds substantiate the amount requested and all subcontracts relating to such work; and (vi) Such other information as Lender may reasonably require to verify the substance appropriateness of a Draw Requestthe advance.

Draw Requests. (a) [No Draw Request shall be required for the Initial [Nominal] Advance on the Closing Date.] At least ten (10) Business Days before the requested date of each other advance made under the Budget from the Equity Deposit or the Loan, Borrower shall deliver a Draw Request signed by Borrower’s Authorized Representative to Lender, no more often than weekly, the Draw Request, along with evidence of the Project costs funded during the preceding month (whether from Loan proceeds or otherwise), copies of all invoices included in such disbursementAdministrative Agent, together with all such additional information (such as paid receipts, invoices, statements of accounts, etc.) as Administrative Agent may reasonably require to assure that amounts requisitioned are to be used to reimburse Borrower for costs previously paid by Borrower or to pay costs incurred by Borrower which are due and owing, together with AIA Application for Payment Form G702 and G703 and such schedules, affidavits, releases, waivers, statements, invoices, bills and other supplemental documents, certificates and related documents information satisfactory to Administrative Agent as Administrative Agent shall request supporting such use of funds. Borrower shall be entitled to an advance only in an amount approved by Administrative Agent in accordance with the terms of this Agreement and the other Loan Documents. Lenders shall not be required to make advances more frequently than once each calendar month. Administrative Agent shall provide each Lender with a copy of the Draw Request and AIA Document G-702 and G-703 and, to the extent available, the Inspector’s report described in Section 3.1(c) below promptly upon receipt by LenderAdministrative Agent hereunder. (b) As a condition precedent The following individuals are authorized by Borrower to the first Advance sign Draw Requests and each subsequent Advance to approve payments of principal, interest and/or fees to be debited from Borrower’s Operating Account: _________________ ______________________________ _________________ ______________________________ __________________ ______________________________ Each of the Loan proceedsforegoing individuals referred to herein as an “Authorized Representative.” Borrower may designate additional individuals as Authorized Representatives, Borrower shall furnish or cause relieve individuals of their status as Authorized Representatives, by delivering a duly authorized and executed written notice thereof to Administrative Agent, such written notice to be furnished to Lender the following documents covering each draw request, as applicable, in form and substance satisfactory to Lender:Administrative Agent in its discretion and accompanied by such evidence of due authorization thereof as Administrative Agent may require (any such written notice an “Authorized Representative Change Notice”). An Authorized Representative Change Notice will be effective only with respect to Draw Requests and approvals from and after the date of Administrative Agent’s written acknowledgement of receipt thereof. (c) Following receipt and approval of a Draw Request, all supporting documentation and information required by Administrative Agent, and receipt and approval of a written report from the Inspector satisfactory to Administrative Agent (including as to the matters described in clauses (h) and (i) A fully executed of Section 3.3), Administrative Agent will determine the amount of any advance Lenders shall make in accordance with this Agreement, the Loan Documents, the Budget and the following standards: (i) for construction work [other than Tenant improvement work], advances on the basis of [_______ percent (____%)] of the costs shown on the application for payment from the General Contractor reviewed and approved by Administrative Agent showing work or material in place on the Improvements that comply with the terms of the Loan Documents, minus all previous advances and all amounts required to be paid by Borrower’s Draw Request, as described in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2Budget, and an itemized summary of all costs included in such Draw Request; [(ii) Copy for Tenant improvement work, advances on the basis of [__________ percent (_____%)] of the previous Draw Request costs shown for each lease in the application for payment from the General Contractor reviewed and attachments together approved by Administrative Agent for the work or material in place that complies with a cash disbursement summary noting the invoiceterms of the Loan Documents, provided that [if required by Administrative Agent], (A) an application for payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering submitted only after all Tenant improvements have been completed, [(B) the amount of the requested Advanceadvance does not exceed the $________ per square foot allowance provided in the Budget], (C) all provisions of the Loan Documents have been satisfied, (D) the term of the applicable lease has commenced, and all Advances made (E) Administrative Agent has received from the applicable Tenant a Tenant estoppel certificate and a subordination and attornment agreement in form satisfactory to dateAdministrative Agent and], reflecting that there and (iii) for soft costs, advances on the basis of [one hundred percent (100%)] of such costs in accordance with the Budget. The final retainage for the direct costs of construction will be retained until each of the conditions precedent to the final advance of the Loan proceeds set forth in Section 3.4 (Conditions Precedent to Final Advance) shall have been satisfied to the complete satisfaction of Administrative Agent; provided, however, that, so long as no mechanics’ Default or materialmenEvent of Default exists, the retainage held with respect to any subcontractor, laborer or materialman who has completed its work or services; whose work or services has been accepted and approved by Administrative Agent; and who has delivered to Administrative Agent a final waiver of liens, may be requisitioned by Borrower and disbursed at the discretion of Administrative Agent. (d) Notwithstanding anything contained herein to the contrary, no advances shall be made for building materials or furnishings that are not yet incorporated into the Improvements unless (i) Borrower has good title to the stored materials and the stored materials are components in a form ready for incorporation into the Improvements and will be incorporated within a period of forty-five (45) days, (ii) the stored materials are in Borrower’s liens filed since possession and satisfactorily stored on the Land or such materials are satisfactorily stored at such other site as Administrative Agent may approve, (iii) the stored materials are protected and insured against theft and damage in a manner and amount satisfactory to Administrative Agent, (iv ) the stored materials have been paid for in full or will be paid for with the funds to be advanced and all lien rights and claims of the supplier have been released or will be released upon payment with the advanced funds and (v) Administrative Agent for the benefit of Lenders has or will have upon payment with the advanced funds a perfected, first priority security interest in the stored materials. The aggregate amount of advances for stored materials that have not yet been incorporated into the Improvements shall not exceed _____________ Dollars ($_______) at any time. (e) Lenders shall, only upon the satisfaction, as determined by Administrative Agent in its good faith business judgment, of all applicable conditions of this Agreement and the Loan Documents, be required to make the requested advance to Borrower (in the amount determined by Administrative Agent in accordance with the preceding paragraph (b)) on a Business Day within ten (10) Business Days after such satisfaction of all conditions precedent. Each requisition, and Borrower’s acceptance of any advance, shall be deemed to ratify and confirm, as of the date of the issuance of requisition and the Title Policyadvance, respectively, that (i) all representations and warranties in ARTICLE IV (Representations and Warranties), elsewhere herein and in the other Loan Documents remain true and correct in all material respects (unless such representations and warranties are qualified by materiality or a Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects), and updating all covenants and agreements in the effective date Loan Documents remain satisfied in all material respects (unless such covenants or agreements are qualified by materiality or a Material Adverse Effect, in which case such covenants or agreements shall be satisfied in all respects), (ii) there is no uncured Default or Event of Default existing under the Title Policy Loan Documents, (iii) all conditions to the relevant Advance dateadvance, which endorsement shall be provided at Borrower’s expense. Upon demand of Lenderwhether or not evidence thereof is required by Administrative Agent, Borrower shall immediately cause any liens are satisfied, (iv) the AIA Document G702 and G703 (or other matters similar forms approved by Administrative Agent in its good faith business judgment) forms executed by each contractor and approved by the Architect, together with all schedules, affidavits, releases, waivers, statements, invoices, bills, and other documents, certificates and information submitted for the requisition are complete and correct, and in all respects what they purport and appear to be satisfied; for the amount and period applicable to the requisition, (v) Copies all advances previously made to Borrower were disbursed, and the proceeds of the advance requested in the requisition will be disbursed, for the payment of costs and expenses specified in the requisition and for no other purpose, (vi) after the advance, all material licenses obligations for work and permits not previously delivered other costs heretofore incurred by Borrower to Lender that are required in connection with the work giving rise construction of the Improvements and which are due and payable will be fully paid and satisfied, and (vii) any unadvanced portion of the Loan to which Borrower is entitled, plus the Project costs intended portions of the total cost of the construction of the Improvements which are to be paid with such proceeds by Borrower from other funds, that in Administrative Agent’s good faith business judgment are available, set aside and all subcontracts relating committed, is or will be sufficient to such work; and (vi) Such other information as Lender may reasonably require to verify pay the substance actual unpaid total cost of a Draw Requestthe construction of the Improvements.

Draw Requests. (a) Borrower shall deliver a Draw Request to Lender, no more often than weekly, the Draw Request, along Lender on a monthly basis together with evidence of the Project costs Costs funded during the preceding month (whether from Loan proceeds of the Loans or otherwise). Draw Requests must be submitted at least ten (10) Business Days prior to the date of the requested Advance. Borrower shall also concurrently deliver a copy of the Draw Request directly to the Project Inspector. Each Draw Request shall include: (a) Borrower’s signed Letter of Draw Request. (b) Borrower’s signed Draw Request Certification. (c) An updated Draw Request Spreadsheet. (d) Original AIA Forms G702/703 from the General Contractor and, if applicable, any subcontractors and any material suppliers, signed and notarized by the General Contractor, and any subcontractors and material suppliers, including a certification by the Architect. (e) An itemized payee list including a summary and copies of all invoices included in such disbursementthe Draw Request which shall not be more than 90 days old, together with all other any supplemental and related documents items required by Lender, including invoices for soft costs. (bf) As a condition precedent to the first Advance and each subsequent Advance of the Loan proceeds, Borrower shall furnish or cause to be furnished to Lender the following documents covering each draw request, Lien waivers as applicable, in form and substance satisfactory to Lender:required by Section 3.3. (i) A fully executed Borrower’s Draw Request, in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2, and an itemized summary of all costs included in such Draw Request; (ii) Copy of the previous Draw Request and attachments together with a cash disbursement summary noting the invoice, payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance date, which endorsement shall be provided at Borrower’s expense. Upon demand of Lender, Borrower shall immediately cause any liens or other matters to be satisfied; (v) Copies of all material licenses and permits not previously delivered by Borrower to Lender that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; and (vig) Such other information as is required by Lender may reasonably require to verify support the substance Draw Request. Upon receipt of a Draw Request, Lender shall cause the Project Inspector to inspect the Improvements (if the inspection has not already been scheduled or completed prior to Lender’s receipt of the Draw Request) and to confirm progress of construction work with respect to the costs of the work. If Lender determines that construction is proceeding on schedule in accordance with the Plans and otherwise in the manner required by this Agreement and that all conditions to the requested Disbursement shall have been fulfilled, Lender shall make the Disbursement on the date requested by Borrower or as close to the requested date as is commercially reasonable (not to be less than ten (10) Business Days from delivery to Lender of the Draw Request and all items required pursuant to this section).

Draw Requests. Project Administrator or Replacement Project Administrator may make Draw Requests for the Municipal Improvements pursuant to the terms of the DA, and upon the following additional conditions: (a) Borrower Concurrently with the submittal of a Draw Request to Escrow Agent and Simon, the Project Administrator or Replacement Project Administrator shall deliver submit the Draw Request to Lenderthe Town Engineer of Marana, no more often than weekly, which Draw Request will include lien waivers and invoices as set forth in the DA. Following receipt of the Draw Request, along the Town Engineer shall inspect the work to determine whether the Municipal Improvements have been constructed in accordance with evidence the Town’s Standards, and shall either approve or disapprove each Draw Request by written notice to Escrow Agent, Project Administrator or Replacement Project Administrator and the Owners within ten (10) days after receipt. The approval of Draw Requests submitted in accordance with the Project costs funded during the preceding month (whether from Loan proceeds or otherwise), copies of all invoices included in such disbursement, together with all other supplemental and related documents required by Lenderprovisions herein shall not be unreasonably withheld. (b) As If the Town Engineer’s inspection discloses any work, including materials, as unacceptable or defective, the unacceptable or defective work will be excluded from the current Draw Request. The unacceptable or defective work and/or materials shall be replaced with acceptable work, including materials, before a condition precedent Draw Request for payment for the work can be re-submitted to the first Advance and each subsequent Advance of the Loan proceedsTown Engineer, Borrower shall furnish or cause to be furnished to Lender the following documents covering each draw requestfor its approval, as applicable, in form and substance satisfactory to Lender: (i) A fully executed Borrower’s Draw Request, in the forms attached hereto as Exhibits A and B-1 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-2, and an itemized summary of all costs included in such Draw Request; (ii) Copy of the previous Draw Request and attachments together with a cash disbursement summary noting the invoice, payment date, check number or wire identification number and a reconciliation of all funds disbursed; (iii) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Lender; (iv) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance date, which endorsement shall be provided at Borrower’s expense. Upon demand of Lender, Borrower shall immediately cause any liens or other matters to be satisfied; (v) Copies of all material licenses and permits not previously delivered by Borrower to Lender that are required in connection with the work giving rise to the Project costs intended to be paid with such proceeds and all subcontracts relating to such work; and (vi) Such other information as Lender may reasonably require to verify the substance part of a Draw Request. (c) No more than one Draw Request shall be submitted during any thirty (30) day period. (d) Following the Town Engineer’s approval of a Draw Request, Escrow Agent shall be entitled to release from the Cash Assurance the funds requested pursuant to an approved Draw Request.