Common use of Final Disbursement Clause in Contracts

Final Disbursement. After the Final Completion Date of a Project, and the payment of all related Project Costs (other than any Disputed Amounts with respect to which a Reserved Amount has been established), (a) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related to any remaining Disputed Amounts for the completed Project, if applicable, reallocate all or any portion of the remaining funds in the Loan Proceeds Account earmarked for or allocated to such completed Project to the other Project, and (b) the applicable Borrower shall be permitted to close the Construction Disbursement Account and Draw Account for such completed Project, and upon instruction from the applicable Borrower to terminate an applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing by the applicable Borrower to the Agent. After such Final Completion Date and payment of all Project Costs for both Projects, and so long as no Event of Default has occurred and is then continuing, (x) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related to any remaining Disputed Amounts, if applicable, deposit any remaining proceeds in the Loan Proceeds Account into an account specified in writing by the Borrowers to the Disbursement Agent and thereafter, the Agent shall be permitted to close the Loan Proceeds Account, and (y) the Borrowers shall be permitted to close the Company Account, and upon instruction from the applicable Borrower to terminate the applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing by the applicable Borrower to the Agent. A Borrower shall be permitted to close a Post-Completion Reserve Account once all Disputed Amounts for which Reserved Amounts have been deposited in such Post-Completion Reserve Account have been paid or the issues related thereto have been resolved. Notwithstanding the foregoing, with the Agent’s and Disbursement Agent’s consent, the Borrowers shall be permitted to close an Account in connection with moving such Account to another Qualified Bank.

Final Disbursement. After In order to be eligible for the final disbursement of funding (the “Final Disbursement”), the Recipient must: demonstrate to the IESO that it has spent the Second Disbursement in its entirety on Project Expenses through the submission of Proof of Payment in respect of the Second Disbursement amounts; demonstrate that it has spent the amount requested for the Final Completion Date Disbursement in its entirety on Project Expenses through the submission of Proof of Payment in respect of the Final Disbursement amounts; and submit the following, in addition to any other Deliverables set out in Schedule D to this Agreement: a ProjectRequest for Funding; the Final Report; and any other information the IESO may request, including any Check-In Reports, in its sole and absolute discretion. Subject to the IESO’s approval of the Request for Funding for the Final Disbursement, and provided that the payment Recipient is not in breach of all related any of its obligations under this Funding Agreement, the IESO will pay the Recipient the lesser of: the amount that is: 40% of the Maximum Funding Amount; or if the Second Disbursement was an amount that was less than 40% of the Maximum Funding Amount: 40% of the Maximum Funding Amount; plus an amount that represents the difference between the amount received under the Second Disbursement and 40% of the Maximum Funding Amount (the “Second Disbursement Top-up”); provided that the Recipient has provided the IESO with Proof of Payment for Project Costs (other than any Disputed Amounts with Expenses in respect of the Second Disbursement Top-up as part of the Request for Funding, and such Project Expenses were not covered by previous Disbursements; and the actual Project Expenses paid by the Recipient for the Deliverables that have not been covered by previous Disbursements. Payment Subject to which a Reserved Amount has been establishedSection 8.4(d), the IESO will not provide a Disbursement to the Recipient for any Request for Funding that was not approved by the IESO prior to the Contract End Date. Disbursements will only be made directly to the Recipient for Project Expenses. Where expenses have been (a) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related to any remaining Disputed Amounts for the completed Projector, if applicable, reallocate all or any will be) jointly incurred by a Recipient and a third party, the Disbursements will be paid to the Recipient only for the portion of the remaining funds in expense that the Loan Proceeds Account earmarked for or allocated to such completed Project Recipient demonstrates to the other ProjectIESO was (or, and (bif applicable, will be) paid by the applicable Borrower shall be permitted Recipient. Subject to close Section 5.6(d), the Construction Disbursement Account and Draw Account for such completed ProjectIESO will pay the Recipient by electronic fund transfer, and upon instruction from the applicable Borrower to terminate an applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified unless otherwise authorized in writing by the applicable Borrower IESO. In a case where more than one Recipient is a party to the Agent. After such Final Completion Date Funding Agreement, all Recipients acknowledge and agree that the IESO will make payment of all Project Costs for both Projects, and so long as no Event of Default has occurred and is then continuing, (x) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related to any remaining Disputed Amounts, if applicable, deposit any remaining proceeds in the Loan Proceeds Account into an account specified in writing by the Borrowers to the Disbursement Agent Lead Recipient only and thereafter, the Agent shall be permitted to close the Loan Proceeds Account, and (y) the Borrowers shall be permitted to close the Company Account, and upon instruction from the applicable Borrower to terminate the applicable Account Control Agreement, Agent promptly shall deliver that any and all notices payments made to the securities intermediary or depositary bank Lead Recipient are deemed to be payments made to all Recipients for the purposes of the Funding Agreement. All Recipients acknowledge and agree that the Lead Recipient is responsible for making payments to the other Recipients, and the IESO has no liability for the Lead Recipient’s failure to do so nor do any of the Recipients have any claim against the IESO in respect of any such payment made by the IESO to the Lead Recipient under the Funding Agreement. HST and all other applicable Account Control Agreement necessary taxes will be shown separately on all Requests for Funding addressed to close such Account the IESO in respect of Project Expenses. The Recipient must deduct all recoverable HST from expenses and direct any remaining proceeds therein other Eligible Expenses of the Recipient before calculating the amounts to be deposited into an account specified requested from the IESO. The Recipient acknowledges that the Deliverables do not constitute a “supply” and the Disbursements are not subject to HST under the Excise Tax Act. Accordingly, the Recipient acknowledges that the IESO will not be reimbursing, or paying, HST in writing by the applicable Borrower to the Agent. A Borrower shall be permitted to close a Post-Completion Reserve Account once all Disputed Amounts for which Reserved Amounts have been deposited in such Post-Completion Reserve Account have been paid respect of Project Expenses or the issues related thereto have been resolved. Notwithstanding the foregoing, with the Agent’s and Disbursement Agent’s consent, the Borrowers shall be permitted to close an Account in connection with moving such Account to another Qualified BankFunding Agreement.

Final Disbursement. After On the Final Completion Date date that is the earlier of (i) the thirtieth (30th) day after receipt by IWEST of an audit opinion from IWEST’s independent public accounting firm covering the financial statements of IWEST for the year ending December 31, 2008 (which date shall be communicated to the Escrow Agent by means of a Projectjoint notice signed by IWEST, IREIC and the payment Agent) and (ii) the second (2nd) anniversary of all related Project Costs the Effective Date (other than any Disputed Amounts with respect to which a Reserved Amount has been establishedthe “Final Disbursement Date”), Escrow Agent shall disburse to IREIC and the Agent (a) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with or as directed by IREIC and the Agent in writing no less than two (2) Business Days prior to the Final Disbursement Date), an amount of Escrowed Shares (the “Final Disbursement Amount”) equal to 100% of (A) the Value of the Escrow as of the Final Disbursement Date less (B) an amount (the “Final Withheld Amount”) equal to the aggregate Damages, if any, then claimed by IWEST pursuant to a proper IWEST Disbursement Request or Final Adjudication received by Escrow Agent, IREIC and the Agent in accordance with Section 4(c) below prior to the Final Disbursement Date (each, an “IWEST Claim”), which claimed Damages have not been disbursed from the Escrow Fund or otherwise paid or satisfied prior to the Final Disbursement Date. The entire Final Disbursement Amount shall be made in Escrowed Shares, with each Escrowed Share having a value equal to Ten Dollars ($10.00) or, if the Escrowed Shares are listed on a national securities exchange, the Market Price. Thereafter, until all amounts in the Escrow Fund have been disbursed, within three (3) Business Days after each IWEST Claim is paid or otherwise resolved (and any payment owed to IWEST pursuant to such resolution has been paid), Escrow Agent shall disburse to IREIC and the Agent the amount by which the Value of the Escrow exceeds the aggregate amount of the then remaining IWEST Claims, making such disbursement by delivering to IREIC and the Agent a number of Escrowed Shares equal to the amount of any Reserved Amounts related to any remaining Disputed Amounts for the completed Projectsuch balance divided by Ten Dollars ($10.00) or, if applicable, reallocate all or any portion of the remaining funds in the Loan Proceeds Account earmarked for or allocated to such completed Project to the other Project, and (b) the applicable Borrower shall be permitted to close the Construction Disbursement Account and Draw Account for such completed Project, and upon instruction from the applicable Borrower to terminate an applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the Escrowed Shares are listed on a national securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing by the applicable Borrower to the Agent. After such Final Completion Date and payment of all Project Costs for both Projects, and so long as no Event of Default has occurred and is then continuing, (x) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related to any remaining Disputed Amounts, if applicable, deposit any remaining proceeds in the Loan Proceeds Account into an account specified in writing by the Borrowers to the Disbursement Agent and thereafterexchange, the Agent shall be permitted Market Price (subject to close the Loan Proceeds Account, and (y) the Borrowers shall be permitted to close the Company Account, and upon instruction from the applicable Borrower to terminate the applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing rounding upward on a holder by the applicable Borrower to the Agent. A Borrower shall be permitted to close a Post-Completion Reserve Account once all Disputed Amounts for which Reserved Amounts have been deposited in such Post-Completion Reserve Account have been paid or the issues related thereto have been resolved. Notwithstanding the foregoing, with the Agent’s and Disbursement Agent’s consent, the Borrowers shall be permitted to close an Account in connection with moving such Account to another Qualified Bankholder basis).

Final Disbursement. After From and after the date of this Agreement and for so long as this Agreement remains in effect, if Purchaser or Seller receives a notice under the ground leases for the Property that triggers the right of the ground lessee thereunder to exercise the option to purchase the fee interest in the Property, or which evidences ground lessor’s election to “put” the Property to the ground lessee, such party shall provide the other party and Escrowee with a copy of such notice within five (5) business days after such party’s receipt thereof, together with a calculation of the earliest date upon which the purchase of the fee interest in the Property could be consummated pursuant to the terms of the ground leases (such date, the “Deemed Closing Date”, such notice, the “Final Disbursement Notice”), and containing a calculation of the amount of the final disbursement payable to Purchaser and Seller (the “Final Disbursement”) such calculation to be made in accordance with Exhibit B and the Purchase Agreement, based on the Deemed Closing Date and the most recent Quarterly Disbursement Date, prorated to account for the Deemed Closing Date occurring on any day other than the first day of a month). If the party receiving the Final Completion Date Disbursement Notice does not object to the calculation in the Final Disbursement Notice by written notice to Escrowee and the notifying party within ten (10) days after receipt of a Projectthe Final Disbursement Notice, Escrowee, without the need for any further written direction, shall promptly thereafter make the Final Disbursement from the Escrow to Purchaser in an amount equal to the amount set forth in the Final Disbursement Notice. The Final Disbursement shall be in the form of Escrow Shares which are equal in value to the amount of the Final Disbursement, which number of Escrow Shares shall be determined by dividing the Final Disbursement by Fifty-Eight Dollars ($58.00) per share. Immediately thereafter, the Escrowee shall distribute to the Seller all Escrow Shares and Escrow Funds then remaining in the Escrow, if any, and the payment of all related Project Costs (other than any Disputed Amounts with respect to which a Reserved Amount has been established), (a) Escrow shall thereafter automatically terminate and the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related to any remaining Disputed Amounts for the completed Project, if applicable, reallocate all or any portion of the remaining funds in the Loan Proceeds Account earmarked for or allocated to such completed Project to the other Project, and (b) the applicable Borrower parties hereto shall be permitted to close the Construction Disbursement Account and Draw Account for such completed Project, and upon instruction from the applicable Borrower to terminate an applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing by the applicable Borrower to the Agent. After such Final Completion Date and payment of all Project Costs for both Projects, and so long as have no Event of Default has occurred and is then continuing, (x) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related to any remaining Disputed Amounts, if applicable, deposit any remaining proceeds in the Loan Proceeds Account into an account specified in writing by the Borrowers to the Disbursement Agent and thereafter, the Agent shall be permitted to close the Loan Proceeds Account, and (y) the Borrowers shall be permitted to close the Company Account, and upon instruction from the applicable Borrower to terminate the applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing by the applicable Borrower to the Agent. A Borrower shall be permitted to close a Post-Completion Reserve Account once all Disputed Amounts for which Reserved Amounts have been deposited in such Post-Completion Reserve Account have been paid or the issues related thereto have been resolved. Notwithstanding the foregoing, with the Agent’s and Disbursement Agent’s consent, the Borrowers shall be permitted to close an Account in connection with moving such Account to another Qualified Bankfurther obligations hereunder.

Final Disbursement. After The Borrower shall, within two (2) Business Days after the Final Completion Date Date, instruct the Disbursement Agent to instruct the Account Banks to apply (X) all remaining Reserved Amounts in the Accounts to the repayment of a Projectthe Loans in the manner set forth in Section 2.13(d) of the Loan Agreement (which, and in accordance with Section 2.12(c) of the payment of all related Project Costs (other than Loan Agreement, shall be made without any Disputed Amounts with respect to which a Reserved Amount has been establishedprepayment penalty, premium or similar charge), (aY) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related to any remaining Disputed Amounts for the completed Project, if applicable, reallocate all or any portion of the remaining funds in the Building Loan Proceeds Account earmarked for or allocated to such completed Project to the other ProjectInterest Reserve Account, if any, toward Debt Financing Costs until Exhausted, and (bZ) all remaining Excess Reserved Amounts to Borrower, it being agreed that such funds shall constitute the applicable last dollars used. If the Borrower shall be permitted fail to close the Construction Disbursement Account and Draw Account for provide such completed Projectinstruction, and upon instruction from the applicable Borrower to terminate an applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing by the applicable Borrower to the Agent. After such Final Completion Date and payment of all Project Costs for both Projects, and so long as no Event of Default has occurred and is then continuing, (x) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related to any remaining Disputed Amounts, if applicable, deposit any remaining proceeds in the Loan Proceeds Account into an account specified in writing by the Borrowers to the Disbursement Agent and thereafterAgent, the Collateral Agent or the Administrative Agent shall be permitted entitled to close provide such instruction. At the request of the Borrower, and at the Borrower’s expense, the Building Loan Proceeds Account, the Building Loan Company Funds Account and (y) the Borrowers 37 Disbursement Accounts may be closed following the transfers contemplated in this Section 4.6, and the Building Loan Interest Reserve Account may be closed when all amounts on deposit therein are Exhausted, and in any such case the Collateral Agent and/or the Administrative Agent, as applicable, shall be permitted promptly deliver such notices to the applicable Account Banks under the applicable Control Agreements as are necessary to close the Company Account, applicable Accounts and upon instruction from the applicable Borrower to terminate the applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing by the applicable Borrower to the Agent. A Borrower shall be permitted to close a Post-Completion Reserve Account once all Disputed Amounts for which Reserved Amounts have been deposited in such Post-Completion Reserve Account have been paid or the issues related thereto have been resolvedAgreements. Notwithstanding the foregoing, with the Agent’s and Disbursement Agent’s consent, the Borrowers Borrower shall also be permitted to close an Account in connection with moving such the substitution of an Account Bank pursuant to another Qualified BankSection 12.17.

Final Disbursement. After From and after the date of this Agreement and for so long as this Agreement remains in effect, if Purchaser or Seller receives a notice under the ground leases for the Property that triggers the right of the ground lessee thereunder to exercise the option to purchase the fee interest in the Property, or which evidences ground lessor’s election to “put” the Property to the ground lessee, such party shall provide the other party and Escrowee with a copy of such notice within five (5) business days after such party’s receipt thereof, together with a calculation of the earliest date upon which the purchase of the fee interest in the Property could be consummated pursuant to the terms of the ground leases (such date, the “Deemed Closing Date”, such notice, the “Final Disbursement Notice”). If the party receiving the Final Completion Disbursement Notice does not object to the calculation in the Deemed Closing Date of a Project, by written notice to Escrowee and the payment notifying party within ten (10) days after receipt of all related Project Costs (other than the Final Disbursement Notice, Escrowee, without the need for any Disputed Amounts with respect further written direction, shall on the Deemed Closing Date make a disbursement from the Escrow to which a Reserved Amount has been established), (a) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent Seller in the amount of any Reserved Amounts related to any all funds then remaining Disputed Amounts for in the completed ProjectEscrow, if applicableany. Thereafter, reallocate all or any portion of the remaining funds in Escrow shall automatically terminate and the Loan Proceeds Account earmarked for or allocated to such completed Project parties hereto shall have no further obligations hereunder. Notwithstanding anything set forth herein to the other Projectcontrary, and (b) the applicable Borrower Purchaser shall be permitted entitled to close the Construction Disbursement Account and Draw Account receive all disbursements which accrue pursuant to Paragraph 3 hereof for such completed Project, and upon instruction from the applicable Borrower to terminate an applicable Account Control Agreement, Agent promptly shall deliver any and all notices periods prior to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing by the applicable Borrower to the Agent. After such Final Completion Date and payment of all Project Costs for both Projects, and so long as no Event of Default has occurred and is then continuing, (x) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related to any remaining Disputed Amounts, if applicable, deposit any remaining proceeds in the Loan Proceeds Account into an account specified in writing by the Borrowers to the Disbursement Agent and thereafter, the Agent shall be permitted to close the Loan Proceeds Account, and (y) the Borrowers shall be permitted to close the Company Account, and upon instruction from the applicable Borrower to terminate the applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing by the applicable Borrower to the Agent. A Borrower shall be permitted to close a Post-Completion Reserve Account once all Disputed Amounts for which Reserved Amounts have been deposited in such Post-Completion Reserve Account have been paid or the issues related thereto have been resolved. Notwithstanding the foregoing, with the Agent’s and Disbursement Agent’s consent, the Borrowers shall be permitted to close an Account in connection with moving such Account to another Qualified BankDeemed Closing Date.

Final Disbursement. After Subject to the Final Completion Date provisions of this Work Letter, following the final completion of construction of the Tenant Improvements in the applicable portion of the Premises, Landlord shall deliver to Tenant a Projectcheck made payable to Tenant (or, and the payment at Landlord’s election, by wire transfer of all related Project Costs (other than any Disputed Amounts with respect to which a Reserved Amount has been established), (aimmediately available funds) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related the Final Retention for such portion of the Premises, provided that (A) Tenant delivers to any remaining Disputed Amounts Landlord for the completed Projectentirety of the Tenant Improvements in such portion of the Premises properly executed unconditional mechanics’ lien releases from all of Tenant’s Agents in compliance with all applicable laws, if applicableas reasonably determined by Landlord, reallocate including without limitation compliance with all applicable provisions of California Civil Code Sections 8132 - 8138; (B) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building or any portion of the remaining funds Premises), the curtain wall of the Building or the structure or exterior appearance of the Building; (C) Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of such Tenant Improvements has been substantially completed in accordance with the Approved Working Drawings; (D) Tenant supplies Landlord with evidence that all governmental approvals required for Tenant to legally occupy such portion of the Premises have been obtained; and (E) Tenant has fulfilled its Completion Obligations (defined below) and has otherwise complied with Landlord’s standard “close-out” requirements regarding city approvals, closeout tasks, closeout documentation regarding the general contractor, financial close-out matters, and Xxxxxx’s vendors, and as set forth in the Loan Proceeds Account earmarked tenant improvement guidelines (the “Tenant Improvement Guidelines”) to be provided to Tenant by Landlord. Disbursements of soft costs and costs not to be paid through Contractor shall be made based upon submittal by Tenant of satisfactory documentation for or allocated to such completed Project to the other Projectsame, and (b) payment shall be made concurrently with payment of the Final Retention, provided that in no event will Landlord be obligated to pay any amounts in excess of the applicable Borrower shall be permitted to close the Construction Disbursement Account and Draw Account for such completed Project, and upon instruction from the applicable Borrower to terminate an applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing by the applicable Borrower to the Agent. After such Final Completion Date and payment of all Project Costs for both Projects, and so long as no Event of Default has occurred and is then continuing, (x) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent in the amount of any Reserved Amounts related to any remaining Disputed Amounts, if applicable, deposit any remaining proceeds in the Loan Proceeds Account into an account specified in writing by the Borrowers to the Disbursement Agent and thereafter, the Agent shall be permitted to close the Loan Proceeds Account, and (y) the Borrowers shall be permitted to close the Company Account, and upon instruction from the applicable Borrower to terminate the applicable Account Control Agreement, Agent promptly shall deliver any and all notices to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary to close such Account and direct any remaining proceeds therein to be deposited into an account specified in writing by the applicable Borrower to the Agent. A Borrower shall be permitted to close a Post-Completion Reserve Account once all Disputed Amounts for which Reserved Amounts have been deposited in such Post-Completion Reserve Account have been paid or the issues related thereto have been resolved. Notwithstanding the foregoing, with the Agent’s and Disbursement Agent’s consent, the Borrowers shall be permitted to close an Account in connection with moving such Account to another Qualified BankAllowance.