Common use of Evidence of Progress of Construction Clause in Contracts

Evidence of Progress of Construction. Without in any way limiting the documentation that the City may require, each Draw Request shall be accompanied by evidence in form and content satisfactory to the City including, but not limited to, certificates and affidavits of the Borrower, General Contractor, and such other persons as the City may require showing the following: (a) the percentage of the Improvements completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the Improvements; (b) that all outstanding claims for labor, materials and fixtures have been paid (except for bills not yet past due and for which payment will be promptly made upon receipt by the Borrower of the then requested Loan disbursement); (c) that there are no liens outstanding against the Property except for the City’s Second, Third, Fourth and Fifth Deeds of Trust, a First Deed of Trust and a Sixth Deed of Trust in favor of Agency, other than inchoate liens for property taxes not yet due; (d) that the Borrower has complied with all of its obligations, as of the date thereof, under the Loan Documents; (e) that all construction prior to the date of the Draw Request has been done in accordance with the Plans; (f) that all funds previously disbursed by the City, if any, have been applied directly to construction costs approved by the City; (g) that attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursement; (h) that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials shall have been approved in writing by the City; (i) that the Loan proceeds of all project financing then remaining to be disbursed are sufficient to cover the remaining costs of project construction. (j) that all construction funds will be disbursed in accordance with the Escrow and Disbursing Agreement.

Evidence of Progress of Construction. Without in any way limiting the documentation that the City may require, each Draw Request shall be accompanied by evidence in form and content satisfactory to the City including, but not limited to, certificates and affidavits of the Borrower, General Contractor, and such other persons as the City may require showing the following: (a) the percentage of the Improvements completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the Improvements; (b) that all outstanding claims for labor, materials and fixtures have been paid (except for bills not yet past due and for which payment will be promptly made upon receipt by the Borrower of the then requested Loan disbursement); (c) that there are no liens outstanding against the Property except for the City’s Second, Third, Fourth and Fifth Deeds of Trust, a First Deed of Trust Trust, and a Sixth Deed of Trust in favor of Agency, other than inchoate liens for property taxes not yet due; (d) that the Borrower has complied with all of its obligations, as of the date thereof, under the Loan Documents; (e) that all construction prior to the date of the Draw Request has been done in accordance with the Plans; (f) that all funds previously disbursed by the City, if any, have been applied directly to construction costs approved by the City; (g) that attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursement; (h) that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials shall have been approved in writing by the City; (i) that the Loan proceeds of all project financing then remaining to be disbursed are sufficient to cover the remaining costs of project construction. (j) that all construction funds will be disbursed in accordance with the Escrow and Disbursing Agreement.

Evidence of Progress of Construction. Without in any way limiting the documentation that the City may require, each Draw Request shall be accompanied by evidence in form and content satisfactory to the City including, but not limited to, certificates and affidavits of the Borrower, General Contractor, and such other persons as the City may require showing the following: (a) the percentage of the Improvements completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the Improvements; (b) that all outstanding claims for labor, materials and fixtures have been paid (except for bills not yet past due and for which payment will be promptly made upon receipt by the Borrower of the then requested Loan disbursement); (c) that there are no liens outstanding against the Property except for the City’s Second’s, Third, Fourth and Fifth Deeds Third Deed of Trust, a First Deed of Trust in favor of CICAR and a Sixth Second Deed of Trust in favor of Agency, other than inchoate liens for property taxes not yet due; (d) that the Borrower has complied with all of its obligations, as of the date thereof, under the Loan Documents; (e) that all construction prior to the date of the Draw Request has been done in accordance with the Plans; (f) that all funds previously disbursed by the City, if any, have been applied directly to construction costs approved by the City; (g) that attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursement; (h) that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials shall have been approved in writing by the City; (i) that the Loan proceeds of all project financing then remaining to be disbursed are sufficient to cover the remaining costs of project construction. (j) that all construction funds will be disbursed in accordance with the Escrow and Disbursing Agreement.

Evidence of Progress of Construction. Without in any way limiting the documentation that the City may require, each Draw Request shall be accompanied by evidence in form and content satisfactory to the City including, but not limited to, certificates and affidavits of the Borrower, General Contractor, and such other persons as the City may require showing the following: (a) the percentage of the Improvements completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the Improvements; (b) that all outstanding claims for labor, materials and fixtures have been paid (except for bills not yet past due and for which payment will be promptly made upon receipt by the Borrower of the then requested Loan disbursement); (c) that there are no liens outstanding against the Property except for the City’s Second, Third, Fourth and Fifth Deeds of Trust, a First Second Deed of Trust and a Sixth First Deed of Trust in favor of AgencyTrust, other than inchoate liens for property taxes not yet due; (d) that the Borrower has complied with all of its obligations, as of the date thereof, under the Loan Documents; (e) that all construction prior to the date of the Draw Request has been done in accordance with the Plans; (f) that all funds previously disbursed by the City, if any, have been applied directly to construction costs approved by the City; (g) that attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursement; (h) that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials shall have been approved in writing by the City; (i) that the Loan proceeds of all project financing then remaining to be disbursed are sufficient to cover the remaining costs of project construction.; and (j) that all construction funds will be disbursed in accordance with the Escrow and Disbursing Agreement.

Evidence of Progress of Construction. Without in any way limiting the documentation that the City may require, each Draw Request shall be accompanied by evidence in form and content satisfactory to the City including, but not limited to, certificates and affidavits of the Borrower, General Contractor, and such other persons as the City may require showing the following: (a) the percentage of the Improvements completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the Improvements; (b) that all outstanding claims for labor, materials and fixtures have been paid (except for bills not yet past due and for which payment will be promptly made upon receipt by the Borrower of the then requested Loan disbursement); (c) that there are no liens outstanding against the Property except for the CityFirst South Bank’s Second, Third, Fourth and Fifth Deeds of Trust, a First Mortgage Deed of Trust and a Sixth the City’s Second Mortgage Deed of Trust in favor of AgencyTrust, other than inchoate liens for property taxes not yet due; (d) that the Borrower has complied with all of its obligations, as of the date thereof, under the Loan Documents; (e) that all construction prior to the date of the Draw Request has been done in accordance with the Plans; (f) that all funds previously disbursed by the City, if any, have been applied directly to construction costs approved by the City; (g) that attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursement; (h) that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials shall have been approved in writing by the City; (i) that the Loan proceeds of all project financing then remaining to be disbursed are sufficient to cover the remaining costs of project unpaid construction.; and (j) that all construction funds will be disbursed in accordance funds, other than the Loan made pursuant to this Agreement, have been exhausted, with the Escrow and Disbursing Agreementexception that all other funding sources have retained ten (10) percent of all construction draws until the certificate of occupancy is issued.

Evidence of Progress of Construction. Without in any way limiting the documentation that the City may require, each Draw Each Advance Request shall be accompanied by copies of all bills or statements for expenses for which the advance is requested and, upon the request of Administrative Agent, evidence in form and content reasonably satisfactory to the City includingAdministrative Agent, including but not limited to, to certificates and affidavits of Borrower and the Borrower, General Contractor, and such other persons as the City may require showing the followingshowing: (ai) the percentage of the Improvements completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the Improvements; (b) that That all outstanding claims for labor, materials and fixtures have been paid (or will be paid from the proceeds of such disbursement except for bills not yet past due Retainage and for which payment will be promptly made upon receipt amounts contested by Borrower in good faith in accordance with the Borrower of the then requested Loan disbursement)Documents; (cii) that That there are no liens Liens outstanding against the Property Property, except for Administrative Agent’s Lien and security interest evidenced by the City’s Second, Third, Fourth and Fifth Deeds of Trust, a First Deed of Trust and a Sixth Deed of Trust in favor of AgencySecurity Instrument, other than inchoate liens for property taxes not yet duedue and liens being contested in accordance with Section 4.1(o) hereof; (diii) that the Borrower has complied with all of its obligations, as of the date thereof, under the Loan Documents; (e) that That all construction prior to the date of the Draw Advance Request has been done performed and completed in substantial accordance with the PlansPlans and Specifications except for changes approved by Administrative Agent in writing or otherwise permitted under the Loan Documents; (fiv) that That all funds previously disbursed by the City, if any, Administrative Agent and/or Lenders have been applied directly to construction costs the payment of Project Costs, as set forth in the Project Budget or otherwise as Administrative Agent shall have approved by the Cityin writing; (gv) that attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from That all subcontractors and materialmen paid from the last preceding Loan disbursement; (h) that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials any amount shall have been approved in writing by Administrative Agent except to the Cityextent such approval is not required under Section 4.3(o); (ivi) that In reasonable detail but only if applicable, all tangible personal property installed in or appurtenant to the Loan proceeds of all project financing then remaining Improvements, but not considered to be disbursed are fixtures, and the value thereof; (vii) That the amount of undisbursed Loan proceeds, together with any Borrower’s Deposit then being held by Administrative Agent, is sufficient to cover pay the remaining costs cost of project construction. (j) that all construction funds will be disbursed completing the Improvements in accordance with the Escrow Loan Documents; (viii) Except to the extent expressly permitted under any of the Permitted Encumbrances, that the location of the Improvements will not encroach upon any adjoining properties or interfere with any easement; (ix) That, if payments are to be made on account of materials or equipment not incorporated in the work but delivered and Disbursing Agreementsuitably stored on the Property, or at some other location agreed upon in writing, such payments shall be conditioned upon submission to Administrative Agent by Borrower of bills of sale or such other procedures satisfactory to Administrative Agent to establish Borrower’s title to, and Administrative Agent’s Lien upon, such materials or equipment or otherwise protect Administrative Agent’s and Lenders’ interest; (x) That neither the Property nor the Improvements are the subject of (1) any litigation which adversely affects or is reasonably likely to materially and adversely affect the validity or priority of the Liens evidenced by the Loan Documents or (2) any restraining order or order for injunctive relief restricting or prohibiting from Borrower constructing the Improvements in substantial accordance with the Plans and Specifications; (xi) That there have not been any cost increases, escalations or changes in the scope of the Improvements to be constructed that are not reflected in change orders or other modifications to the Project Budget; and (xii) That there have not been any additional funds contributed to the cost of the Improvements which are not reflected in the Project Budget.

Evidence of Progress of Construction. Without in any way limiting Each Certificate for Payment shall, upon the documentation that the City may requirerequest of Lender, each Draw Request shall be accompanied by evidence in form and content satisfactory to the City includingLender, including but not limited to, to certificates and affidavits of the Borrower, General Contractor, and Architect and/or Contractor or such other persons person as the City Lender may require showing the followingrequire, showing: (ai) the percentage The value of that portion of the Improvements completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the Improvements; (bii) that That all outstanding claims for labor, materials and fixtures have been paid (except for bills not yet past due and for which payment or will be promptly made upon receipt by paid from the Borrower proceeds of the then requested Loan such disbursement); (ciii) that That there are no liens outstanding against the Property Property, except for Lender's lien and security interest evidenced by the City’s Second, Third, Fourth and Fifth Deeds of Trust, a First Deed of Trust and a Sixth Deed of Trust in favor of AgencySecurity Instrument, other than inchoate liens for property taxes not yet due; (div) that the That Borrower has complied with all of its Borrower's obligations, as of the date thereof, under the Loan Documents; (ev) that That all construction prior to the date of the Draw Request request for an advance has been done performed and completed in accordance with the PlansPlans and Specifications; (fvi) that That all funds previously disbursed by the City, if any, Lender have been applied directly to construction costs the payment of Project Costs, as set forth in the Project Budget or otherwise as Lender shall have approved by the Cityin writing; (gvii) that attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from That all subcontractors and materialmen paid from the last preceding Loan disbursement; (h) that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials any amount whatsoever shall have been approved in writing by the CityLender, and, if required by Lender, by any surety and any Guarantor, except as provided in Section 5.3; (iviii) that In reasonable detail but only if applicable, all tangible personal property installed in or appurtenant to the Improvements, but not considered to be fixtures, and the value thereof; (ix) That the amount of undisbursed Loan proceeds of all project financing then remaining to be disbursed are is sufficient to cover pay the remaining costs cost of project construction. (j) that all construction funds will be disbursed completing the Improvements in accordance with the Escrow Plans and Disbursing AgreementSpecifications; (x) That the location of the Improvements will not encroach upon any adjoining properties or interfere with any easement; (xi) That all of Borrower's representations and warranties contained herein or in any other Loan Document remain true and correct in all material respects as of the date of such advance; (xii) That Borrower has performed each covenant and agreement to be performed by Borrower pursuant to this Agreement or any other Loan Document within the time specified; (xiii) That, if payments are to be made on account of materials or equipment not incorporated in the work but delivered and suitably stored on the Property, or at some other location agreed upon in writing, such payments shall be conditioned upon submission to Lender by Borrower of bills of sale or such other procedures satisfactory to Lender to establish Borrower's title to, and Lender's lien upon, such materials or equipment or otherwise protect Lender's interest; and (xiv) That neither the Property nor the Improvements are the subject of any litigation which adversely affects or could adversely affect the title thereof and/or the validity or priority of the Security Instrument or the right of the Borrower to construct the Improvements; and shall be accompanied by copies of all bills or statements for expenses for which the advance is requested.

Evidence of Progress of Construction. Without in any way limiting the documentation that the City may require, each Each Draw Request shall be accompanied by evidence in form and content satisfactory to the City Lender (including, but not limited to, certificates and affidavits of the Borrower, General ContractorArchitect, Lender's Inspector and Contractor or such other persons as the City Lender may require showing the followingrequire) showing: (a) the percentage of the Improvements completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of for which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the Improvements; (b) that all outstanding claims for labor, materials and fixtures have been paid (except for bills not yet past due and for which payment will be promptly made upon receipt by the Borrower of the then requested Loan disbursement)paid; (c) that there are no liens outstanding against the Property except for the City’s Second, Third, Fourth and Fifth Deeds of Trust, a First Deed of Trust and a Sixth Deed of Trust in favor of AgencyLender's security title, other than inchoate liens for property taxes not yet due; (d) that the Borrower has complied with all of its Borrower's obligations, as of the date thereof, under the Loan Documents; (e) that all construction prior to the date of the Draw Request has been done substantially in accordance with the PlansPlans and Specifications; (f) that any payment and performance bonds required by Lender are in full force and effect; (g) that all funds previously disbursed by the City, if any, Lender have been applied directly to construction costs approved by the City; (g) that attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices Construction and statements, and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursementDevelopment Costs; (h) that copies of all costs associated with change orders that extend beyond bills or statements for expenses for which the costs in the agreement or that lessens the quality of the materials shall have been approved in writing by the Cityadvance is requested are attached to such Draw Request; (i) that all change orders shall have been approved by any surety; (j) that the Loan loan proceeds of all project financing then remaining to be disbursed are sufficient to cover the remaining costs of project constructionunpaid Construction and Development Costs. (j) that all construction funds will be disbursed in accordance with the Escrow and Disbursing Agreement.

Evidence of Progress of Construction. Without in any way limiting the documentation that the City may require, each Draw Each Disbursement Request shall be accompanied by evidence in form and content reasonably satisfactory to the City Landlord (including, but not limited to, certificates and affidavits of the BorrowerTenant, General ContractorTenant’s architect, and Tenant’s Contractor or such other persons as the City Landlord may require showing the followingrequire) showing: (aA) the percentage of the Improvements Tenant Work completed at that time; the total funds expended to date by the Borrower Tenant in connection with the construction of the Improvements Tenant Work (including the portions thereof of therefor for which Loan Construction Allowance proceeds have been previously disbursed); and the funds required to complete the construction of the ImprovementsTenant Work; (bB) that all outstanding claims for labor, materials materials, furniture, fixtures and fixtures equipment have been paid (except for bills not yet past due and for which payment will be promptly made upon receipt by the Borrower of the then requested Loan disbursement)paid; (cC) that there are no liens outstanding against the Premises, the Building, the Property except for or the City’s Second, Third, Fourth and Fifth Deeds Land arising out of Trust, a First Deed of Trust and a Sixth Deed of Trust or in favor of Agency, other than inchoate liens for property taxes not yet dueconnection with the Tenant Work; (dD) that the Borrower Tenant has complied with all of its Tenant’s obligations, as of the date thereof, under the Loan DocumentsLease; (eE) that all construction prior to the date of the Draw Disbursement Request has been done in accordance with the Final Plans; (fF) that all funds previously disbursed by the City, if any, Landlord have been applied directly to construction the costs approved by of the City;Tenant Work; and (gG) that copies of all bills or statements for expenses for which the disbursement is requested are attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursement; (h) that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials shall have been approved in writing by the City; (i) that the Loan proceeds of all project financing then remaining to be disbursed are sufficient to cover the remaining costs of project constructionDisbursement Request. (j) that all construction funds will be disbursed in accordance with the Escrow and Disbursing Agreement.

Evidence of Progress of Construction. Without in any way limiting The above said Certificate for Payment shall, upon the documentation that the City may require, each Draw Request shall request of Lender be accompanied by evidence in form and content satisfactory to the City includingLender, including but not limited to, to certificates and affidavits of the Borrower, General Contractor, and Architect/Engineer or such other persons as the City Lender may require require, showing the followingthat: (a) the percentage The value of that portion of the Improvements completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the Improvements; (b) that all All outstanding claims for labor, materials and fixtures for which prior Requests for Advance have been paid (except for bills not yet past due and for which payment will be promptly made upon receipt funded by the Borrower of the then requested Loan disbursement)Lender have been paid; (c) that there There are no liens outstanding against the Property Premises except for the CityLender’s Second, Third, Fourth and Fifth Deeds of Trust, a First Deed of Trust and a Sixth Deed of Trust in favor of Agencylien, other than inchoate liens for property taxes not yet due; (d) that the Borrower has complied with all of its Borrower’s obligations, as of the date thereof, under the Loan Documents; (e) that all All construction prior to the date of the Draw Request request for an advance has been done in accordance with the PlansPlans and Specifications; (f) that all funds previously disbursed Any surety bonds required by the City, if any, have been applied directly to construction costs approved by the CityLender are in full force and effect; (g) that attached to such Draw Request are (i) a complete list All funds previously disbursed by Lender have been applied in accordance with the Use of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursementProceeds Schedule; (h) that Copies of all costs associated with bills or statements for indirect expenses for which the advance is requested are attached to said Certificate of Payment; and (i) Except as may be otherwise provided, all change orders that extend beyond the costs in the agreement or that lessens the quality of the materials shall have been approved in writing by Lender. Notwithstanding the City; (i) that foregoing, Borrower shall be permitted to execute change orders for changes costing $250,000.00 or less without the Loan proceeds Bank’s prior approval up to a maximum of all project financing then remaining to be disbursed are sufficient to cover the remaining costs $500,000.00 worth of project constructionchange orders. (j) that all construction funds will be disbursed in accordance with the Escrow and Disbursing Agreement.

Evidence of Progress of Construction. Without in any way limiting The Request for Advance shall be accompanied by copies of all bills or statements for expenses for which the documentation that advance is requested and shall, upon the City may requirerequest of Lender, each Draw Request shall be accompanied by evidence in form and content satisfactory to the City includingLender, including but not limited to, to certificates and affidavits of the Borrower, General Contractorthe Architect, and the Engineer, the Contractor or such other persons person as the City Lender may require showing the followingrequire, showing: (ai) the percentage value of that portion of the Improvements completed at that time; the total funds expended , as certified to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required Architect on AIA Form G-702 or such other form is reasonably acceptable to complete the construction of the ImprovementsLender; (bii) that all lien waivers and releases have been received, and all outstanding claims for labor, materials and fixtures have been paid, and Borrower shall provide executed lien waivers to Lender substantially in the form attached hereto as Exhibit D executed by each contractor or subcontractor performing work or providing materials to be paid (except for bills not yet past due and for which payment will be promptly made upon receipt by the Borrower of the then requested Loan disbursement)from such advance; (ciii) that there are no liens outstanding against the Property Premises, except for Lender’s lien and security interest evidenced by the City’s Second, Third, Fourth and Fifth Deeds Deed of Trust, a First Deed of Trust and a Sixth Deed of Trust in favor of Agency, other than inchoate liens for property taxes not yet duedue and mechanic’s and materialmen’s liens which are being contested as provided in Section 4.20 hereof; (div) that the Borrower has complied with performed all of its obligationscovenants, agreements and obligations to be performed by Borrower pursuant to this Agreement or any other Loan Document, as of the date thereof, under the Loan Documents; (ev) that all construction prior to the date of the Draw Request for Advance has been done performed and completed in a good and workmanlike manner and in accordance with the PlansPlans and Specifications; (fvi) that all funds Loan proceeds previously disbursed by the City, if any, Lender have been applied directly to construction costs the payment of Project Costs, as set forth in the Project Budget or otherwise as Lender shall have approved by the Cityin writing; (g) that attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursement; (hvii) that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials any amount whatsoever shall have been approved in writing by the CityLender, any surety and any Guarantor, except as provided in Section 5.2; (iviii) in reasonable detail, any tangible personal property installed in or appurtenant to the Improvements, but not considered to be fixtures, and the value thereof; (ix) that the amount of undisbursed Loan proceeds of all project financing then remaining to be disbursed are is sufficient to cover pay the remaining costs cost of project construction. (j) that all construction funds will be disbursed completing the Improvements in accordance with the Escrow Plans and Disbursing AgreementSpecifications; (x) that the location of the Improvements will not encroach upon any adjoining properties or interfere with any easement; (xi) that all of Borrower’s representations and warranties contained herein or in any other Loan Document remain true and correct as of the date of such advance; (xii) that, if payments are to be made on account of materials or equipment not incorporated in the work but delivered and suitably stored on the Premises, or at some other location, Borrower has title to, and Lender has first priority lien against and security interest in, such materials or equipment and safeguards as required by Lender have been established to protect Lender’s interest therein; and (xiii) that neither the Premises nor the Improvements are the subject of any litigation which adversely affects or could adversely affect the title thereof or the validity or priority of the Deed of Trust or the right of the Borrower to construct the Improvements.

Evidence of Progress of Construction. Without in any way limiting Borrowers’ Request for Advance shall be accompanied by copies of all bills or statements for expenses for which the documentation that Request for Advance is requested and shall, upon the City may requirerequest of Bank, each Draw Request shall be accompanied by evidence in form and content reasonably satisfactory to the City includingBank, including but not limited to, to certificates and affidavits of Borrowers, the Borrowerarchitect, General Contractorany engineer, and the contractor or such other persons person as the City Bank may require showing the followingreasonably require, showing: (ai) the percentage value of that portion of the Section N Improvements completed at that time; the total funds expended , as certified to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required architect on AIA Form G-702 or such other form is reasonably acceptable to complete the construction of the ImprovementsBank; (bii) that all final lien waivers and releases have been received for work performed through the immediately preceding Advance made by Bank under the Construction Loan, and all outstanding claims for labor, materials and fixtures have been paid (except for bills not yet past due through the immediately preceding Advance made by Bank under the Construction Loan, and for which payment will Borrowers shall provide executed conditional lien waivers and releases to Bank in form reasonably acceptable to Bank executed by each contractor or subcontractor performing work or providing materials to be promptly made upon receipt by the Borrower of the then requested Loan disbursement)paid from such Advance; (ciii) that there are no liens outstanding against the Property Section N Property, except for Bank’s lien and security interest evidenced by the City’s Second, Third, Fourth and Fifth Deeds of Trust, a First Deed of Trust and a Sixth Deed of Trust in favor of Agency, other than inchoate liens for property taxes not yet duedue and mechanic’s and materialmen’s liens which are being contested as provided in Section 3.15 of this Addendum; (div) that the Borrower has Borrowers have performed and complied with all of its obligationscovenants, agreement and obligations to be performed by Borrowers pursuant to this Agreement and the other Loan Documents in all material respects as of the date thereof, under the Loan Documentsof such advance; (ev) that all construction prior to the date of the Draw Request for Advance has been done performed and completed in a good and workmanlike manner and in substantial accordance with the PlansPlans and Specifications; (fvi) except for change orders for which Bank’s consent is not required pursuant to Addendum, that all funds previously disbursed by the City, if any, have been applied directly to construction costs approved by the City; (g) that attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursement; (h) that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials any amount whatsoever shall have been approved in writing by the CityBank and, if reasonably required by Bank, any surety; (ivii) except for change orders for which Bank’s consent is not required pursuant to Addendum, that all change orders in any amount whatsoever shall have been approved in writing by Bank and any surety; (viii) that the amount of undisbursed Construction Loan proceeds of all project financing then remaining to be disbursed are Tranche is sufficient to cover pay the remaining costs cost of project construction.completing the Section N Improvements in substantial accordance with the Plans and Specifications; (jix) that the location of the Section N Improvements will not encroach upon any adjoining properties or interfere with any easement; (x) that all construction funds will of Borrowers’ representations and warranties contained in this Agreement or in any other Loan Document remain true and correct in all material respects as of the date of such advance; (xi) that, if payments are to be disbursed made on account of materials or equipment not incorporated in accordance with the Escrow work but delivered and Disbursing Agreementsuitably stored on the Section N Property, or at some other location, Borrowers have title to, and Bank has first priority lien against and security interest in, such materials or equipment and safeguards as reasonably required by Bank have been established to protect Bank’s interest therein; and (xii) that the Section N Property is not the subject of any litigation which adversely affects or could adversely affect the title thereof or the validity or priority of the Deeds of Trust or the right of the Borrowers to construct the Section N Improvements.

Evidence of Progress of Construction. Without in any way limiting the documentation that the City Lender may require, each Draw Request shall be accompanied by evidence in form and content reasonably satisfactory to the City Lender (including, but not limited to, certificates and affidavits of the Borrower, General ContractorContractor and Construction Inspector, and or such other persons as the City Lender may require showing reasonably require) setting forth the following: (a) the The percentage of the Improvements Project completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements Project (including the portions thereof of for which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the ImprovementsProject; (b) that That all outstanding claims for labor, materials and fixtures have been paid (except for bills not yet past due and for which payment will be promptly made upon receipt by the Borrower of the then requested Loan disbursement); (c) that That there are no liens outstanding against the Property Premises except for the City’s Second, Third, Fourth and Fifth Deeds of Trust, a First Deed of Trust and a Sixth Deed of Trust in favor of AgencyLender's security title, other than inchoate liens for property taxes not yet due; (d) that That the Borrower has and Guarantor have complied with all of its their respective obligations, as of the date thereof, under the Loan Documents; (e) that That all construction prior to the date of the Draw Request has been done in substantial accordance with the Plans; (f) that That all funds previously disbursed by the City, if any, Lender have been applied directly to construction and development costs approved by the CityLender; (g) that That attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursement;; and (h) that That all costs associated with material change orders that extend beyond the costs in the agreement or that lessens the quality of the materials shall have been approved in writing by the CityLender ("material change orders" shall be defined as change orders in excess of Twenty-Five Thousand Dollars ($25,000)); unless the Lender elects to orally consent to changes followed within ten (10) days by the Lender's written confirmation, in the Lender's discretion; (i) that the Loan proceeds of all project financing then remaining to be disbursed are sufficient to cover the remaining costs of project construction. (j) that all construction funds will be disbursed in accordance with the Escrow and Disbursing Agreement.

Evidence of Progress of Construction. Without in any way limiting the documentation that the City may require, each Draw Request The above said Certificate for Payment shall be accompanied by evidence such evidence, at Borrower's expense, in form and content satisfactory to the City includingLender, which shall include but not be limited toto Lender's Inspector's report, certificates and affidavits approval of the Certificate of Payment by Lender's Inspector, Lender's Inspector's certification that there are sufficient funds available under the Loan to complete the Improvements (excluding purchaser options under Approved Sales Contracts paid for by Borrower during construction), properly executed certificates, affidavits, waivers and releases of lien from Borrower, General Contractor, and the Contractor and/or such other persons as the City Lender may require showing the followingrequire, showing: (ai) the percentage The value of the Improvements portion of the Unit completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the Improvements; (bii) that That all outstanding claims for labor, materials and fixtures for which Lender has funded prior Requests for Advance, have been paid (except for bills not yet past due and for which payment will be promptly made upon receipt by the Borrower of the then requested Loan disbursement)properly paid; (ciii) that That there are no liens outstanding against the Property except for the City’s Second, Third, Fourth Lender's lien and Fifth Deeds of Trust, a First Deed of Trust and a Sixth Deed of Trust in favor of Agency, other than inchoate liens for property taxes not yet due; (div) that the That Borrower has complied with all of its Borrower's obligations, as of the date thereof, under the Loan Documents; (ev) that That all construction prior to the date of the Draw Request request for an advance has been done completed in a good and workmanlike manner in accordance with the PlansPlans and Specifications and as required by all inspecting governmental authorities having jurisdiction thereof; (fvi) that That all funds previously disbursed by the City, if any, Lender have been applied directly to construction costs approved by in accordance with the CityLoan Budget; (gvii) that That copies of all bills or statements for indirect expenses for which the advance is requested are attached to such Draw Request are (i) a complete list said Certificate of invoices or statements to be paid from the Payment if requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from all subcontractors and materialmen paid from the last preceding Loan disbursement;Lender; and (hviii) Except as otherwise may be provided, that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials shall have been approved in writing by Lender. Where the City; (i) that draw request relates to items other than payments for work performed or materials furnished under the Loan proceeds of all project financing then remaining to Construction Contract, there shall be disbursed are sufficient to cover the remaining costs of project construction. (j) that all construction funds will be disbursed in accordance with the Escrow and Disbursing Agreement.included a statement of

Evidence of Progress of Construction. Without in any way limiting The said Certificate for Payment (hereinafter so called) shall, upon the documentation that the City may requirerequest of Lender, each Draw Request shall be accompanied by evidence in form and content satisfactory to the City includingLender, including but not limited to, to certificates and affidavits of the Borrower, General Contractor, and Architect and/or Contractor or such other persons person as the City Lender may require showing the followingrequire, showing: (ai) the percentage The value of that portion of the Improvements completed at that time; the total funds expended to date by the Borrower in connection with the construction of the Improvements (including the portions thereof of which Loan proceeds have been previously disbursed); and the funds required to complete the construction of the Improvements; (bii) that That all outstanding claims for labor, materials and fixtures have been paid (except for bills not yet past due and for which payment will be promptly made upon receipt by the Borrower of the then requested Loan disbursement)paid; (ciii) that That there are no liens outstanding against the Property Premises, except for Lender's lien and security interest evidenced by the City’s Second, Third, Fourth and Fifth Deeds of Trust, a First Deed of Trust and a Sixth Deed of Trust in favor of AgencyMortgage, other than inchoate liens for property taxes not yet due; (div) that the That Borrower has complied with all of its obligationsBorrower's obligations , as of the date thereof, under the Loan DocumentsDocuments and under the Commitment; (ev) that That all construction prior to the date of the Draw Request request for an advance has been done performed and completed in accordance with the PlansPlans and Specifications; (fvi) that That all funds previously disbursed by the City, if any, Lender have been applied directly to the cost of acquiring the Land and the construction costs of Improvements and other incidental costs, all as set forth in the Project Budget or otherwise as Lender shall have approved by the Cityin writing; (gvii) that attached to such Draw Request are (i) a complete list of invoices or statements to be paid from the requested Loan disbursement, (ii) as to individual costs paid from the last preceding Loan disbursement, copies of invoices and statements, and (iii) satisfactory receipts from That all subcontractors and materialmen paid from the last preceding Loan disbursement; (h) that all costs associated with change orders that extend beyond the costs in the agreement or that lessens the quality of the materials any amount whatsoever shall have been approved in writing by the CityLender, and, if required by Lender, by any surety and any Guarantor, except as provided in Section 5.3 hereof; (iviii) that In reasonable detail but only if applicable, all tangible personal property installed in or appurtenant to the Improvements, but not considered to be fixtures, and the value thereof; (ix) That the amount of undisbursed Loan proceeds of all project financing then remaining to be disbursed are is sufficient to cover pay the remaining costs cost of project construction. (j) that all construction funds will be disbursed completing the Improvements in accordance with the Escrow Plans and Disbursing Specifications; (x) That the location of the Improvements will not encroach upon any adjoining properties or interfere with any easement; (xi) That all of Borrower's representations and warranties contained herein or in any other Loan Document or in the Commitment are true and correct as of the date of such advance; (xii) That Borrower has performed each covenant and agreement to be performed by Borrower pursuant to this Agreement, any other Loan Document or the Commitment, within the time specified; (xiii) That, if payments are to be made on account of materials or equipment not incorporated in the work but delivered and suitably stored on the Premises, or at some other location agreed upon in writing, such payments shall be conditioned upon submission to Lender by Borrower of bills of sale or such other procedures satisfactory to Lender to establish Borrower's title to, and Lender's lien upon, such materials or equipment or otherwise protect Lender's interest; and (xiv) That neither the Premises nor the Improvements are the subject of any litigation which adversely affects or could adversely affect the title thereof and/or the validity or priority of the Mortgage or the right of the Borrower to construct the Improvements; and shall be accompanied by copies of all bills or statements for expenses for which the advance is requested.