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. 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 The final disbursement of Funds, including the Final Completion Date of a ProjectRetention, shall be made only if the conditions set forth below are met to the Project Administrative Agent's satisfaction: (i) The Improvements and the Project are completed in accordance with the Plans and Specifications as confirmed by the project architect and the Project Administrative Agent or the Consultant, and the payment Project Administrative Agent shall have received as-built Plans and Specifications for the Project. (ii) The Administrative Agent shall have received, at the Borrower's expense, an endorsement (in form and substance satisfactory to the Administrative Agent) to the Mortgage Policy insuring the lien-free completion of the Project, without exceptions other than those previously approved by the Administrative Agent. (iii) The Project Administrative Agent and the Administrative Agent shall have received an as-built survey of the Project and an endorsement to the Title Policy eliminating title exceptions regarding possible encroachments and/or violations of easement rights. (iv) The Project Administrative Agent shall have received copies of all related licenses, permits and certificates necessary for the lawful use and occupancy of the Project, including but not limited to a copy of the final certificate of occupancy for the Project, which shall be unconditional unless otherwise agreed by the Project Costs Administrative Agent, or other evidence acceptable to the Project Administrative Agent that the Project is completed and accepted by all necessary governmental authorities. (other than any Disputed Amounts v) If requested by the Project Administrative Agent, the Project Administrative Agent shall have received a final accounting of Project costs from the Borrower and/or its general contractor. (vi) The Project Administrative Agent shall have received fully executed lien releases from General Contractor and, if required by the Project Administrative Agent, the Subcontractors, or the Borrower shall have provided the Administrative Agent on behalf of the Lenders with an appropriate surety bond from a surety acceptable to the Project Administrative Agent or affirmative title insurance coverage with respect to which a Reserved Amount has been established)potential laborers', (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 mechanics' 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 Bankmaterialmen's liens.

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.

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 Lender will advance to Borrower, for payment of Project Costs only and in accordance with the Project Budget, the full amount of the Loan not theretofore disbursed (“Final Disbursement”) when the following conditions shall have been complied with, to the extent not already complied with respect to all previously completed works, and provided that such compliance shall have occurred prior to the Completion Date and no Event of Default then exists: (a) The Architect, Borrower and Lender’s Consultant certify in writing to Lender that the Project has been fully and satisfactorily completed in accordance with the Plans and Specifications; (b) Lender has received as-built Plans and Specifications for the Project satisfactory to Lender in form and content; (c) All Subcontractors and the General Contractor have supplied Lender and the Title Insurance Company with final sworn statements and full and complete waivers of all mechanics’ lien claims; (d) Lender has received a Projectfinal date down endorsement to its Construction Loan Policy by the Title Insurance Company in the full amount of the Loan; (e) Borrower shall have furnished to Lender permanent insurance in form and amount and with companies satisfactory to Lender in accordance with the requirements of the Mortgage; (f) Borrower shall have furnished Lender a final Certificate of Occupancy, and all other governmental licenses and permits required to use, occupy and operate the payment Premises as contemplated from appropriate governmental authorities; (g) All fixtures and equipment required for the operation of the Premises shall have been installed free and clear of all related Project Costs liens, title retention agreements and security interests except security interests granted to Lender; (h) Lender shall have received reports from the Title Insurance Company or the appropriate filing offices of the state and county in which the Premises are located, indicating that no judgments, tax or other liens, security interests, leases of personalty, financing statements or other encumbrances (other than any Disputed Amounts with respect to which a Reserved Amount has been establishedPermitted Exceptions and liens and security interests in favor of Lender and no other party), (a) the Disbursement Agent shall, after the establishment are 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 record or on file encumbering any portion of the remaining funds in the Loan Proceeds Account earmarked for or allocated to such completed Project to the other ProjectPremises, and that there are no judgments or tax liens outstanding in respect to Borrower; (bi) the applicable Borrower shall be permitted to close the Construction Disbursement Account and Draw Account for such completed ProjectBased on Lender’s analysis, 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 advanced does not exceed eighty (80%) percent 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 appraised value of the Borrowers to the Disbursement Agent and thereafter, the Agent as-improved Premises; and (j) All other requirements of this Agreement 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 Bankcomplied with.

Final Disbursement. After Lender's obligation to disburse that portion of Loan Proceeds retained pursuant to Section 3.5 is subject to satisfaction, or waiver by Lender, of the Final Completion Date following additional conditions precedent: (a) Lender shall have received, at Borrower's sole expense, from the title insurer who issued the Title Insurance Policy, an ALTA loan policy -- 1970, with ALTA endorsement Form 1 coverage, amended 10/17/70, without further modification, or evidence of a commitment therefor satisfactory to Lender, together with all endorsements reasonably required by Lender, naming Lender as the insured, in a policy amount not less than the total principal amount of the Loan, insuring the Deed of Trust to be a valid first priority lien on the Property, subject only to the Permitted Encumbrances. (b) Any portion of the Project requiring inspection or certification by any Governmental Agency shall have been inspected and certified as complete, a final certificate of occupancy shall have been issued, and all other necessary approvals, licenses, exemptions and other authorizations of Governmental Agencies shall have been duly obtained. (c) Borrower shall have delivered to Lender a certificate executed by Architect, certifying to Lender that the Project has been completed in substantial compliance with the Plans, that the Project as completed complies with all applicable zoning, environmental, building and land use laws, that no Governmental Agency has issued any notice of violation or non-conformity in connection with the Project, that direct connection has been made to all abutting water, gas, sewer, telephone and electrical facilities necessary for the operation and use of the Improvements and that the Improvements are ready for occupancy and covering such other subjects relating to the Property and the Project as Lender reasonably requires. (d) Lender has received final and unconditional lien releases from all Persons supplying labor or materials to the Project, and Lender is satisfied (whether as a result of the payment passage of all related Project Costs (other than any Disputed Amounts with respect the requisite periods of time after actual completion or recording of a notice of completion, issuance of an endorsement to which a Reserved Amount has been establishedLender's ALTA title insurance policy required pursuant to Section 4.3(a), (aor otherwise) the Disbursement Agent shall, after the establishment of a Post-Completion Reserve Account with the Agent that no mechanic's or materialman's lien will impair Lender's interest 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 BankProperty.

Final Disbursement. After The following are conditions precedent to Lender’s obligation to make the Final Completion Date final Disbursement: (a) Borrower has accepted the Project as complete. (b) Receipt by Lenders of confirmation of final completion of the Project from Borrower’s construction manager and the Construction Monitor. (c) Receipt by Lenders of evidence of the insurance required under the Loan Agreement. (d) Receipt of a certification by Architect that, based upon personal inspections at adequate intervals (not less frequently than monthly) during construction, all work has been completed in a good and workmanlike manner and in accordance with the Plans and Specifications accepted by Lenders, without variations other than those first accepted by Lenders in an identified writing or writings (unless such acceptance is not required under the Loan Agreement), and in accordance with applicable governmental requirements, including access laws. (e) Borrower shall have provided evidence reasonably satisfactory to Lenders that all construction costs shall, upon making the final disbursement, have been paid in full. (f) To the extent applicable and if required by the Title Company, Borrower shall have signed an indemnity agreement to permit the title policy described in the Title Commitment and endorsements thereto to be issued for the full disbursed amount of the Loans, with no exceptions for unrecorded mechanics’ and materialmens’ liens. (g) The period for filing workmen’s and materialmen’s liens has expired or releases of liens in form and substance satisfactory to Lenders have been obtained by General Contractor or a final date-down endorsement has been issued by the Title Company insuring over any such liens. (h) Receipt of evidence of full payment for personal property, if any, in which Lenders has a security interest. (i) Receipt of evidence that the public authorities having jurisdiction over the Project have approved the Project in its entirety for permanent occupancy to the extent any such approval is a condition of the lawful use and occupancy of the Project (j) Receipt of a certificate of occupancy to the extent any such certificate is a condition of the lawful use and occupancy of the Project. (k) If requested by Lenders, receipt by Lenders of a xxxx up of the plans submitted for the building permits with respect to the Project reflecting the Project “as- built”. (l) Receipt by Lenders of final lien waivers and releases from the General Contractor, the Architect and all subcontractors for the Project, and, at the request of Lenders or USBCDC, all suppliers of labor and/or materials of the Project. (m) Receipt by Lenders of contractor’s affidavit of payment of debts and claims in the form of AIA G706 from General Contractor and Architect. (n) All other conditions precedent for the final Disbursement set forth in the Loan Agreement. Form of Request for Disbursement REQUEST FOR DISBURSEMENT # ‌ Borrower hereby certifies as follows (all capitalized terms used and not defined herein have the meanings set forth in that certain Disbursing Agreement (the “Disbursing Agreement”) dated as of [ ], 2011, by and among, Clearinghouse Community Development Financial Institution, a California corporation, its designee(s), agents or replacements (the “Disbursing Agent”), CCG Sub-CDE 8, LLC, a Delaware limited liability company (“CCG), LEDC – CDE I, LLC, a Delaware limited liability company (“LEDC”; each of CCG and LEDC, a “Lender”, and collectively, “Lenders”), NTC Liberty Station II, LLC, a California limited liability company (“Borrower”), and U.S. Bancorp Community Development Corporation, a Minnesota corporation (“USBCDC”): 1. At the date hereof, all of the applicable conditions precedent to Disbursement, set forth in the Loan Agreement and Exhibit A of the Disbursing Agreement have been satisfied, except the following: 2. At the date hereof, no suit or proceeding at law or in equity, and no investigation or proceeding of any governmental body, has been instituted or, to the knowledge of Borrower, is threatened, which in either case would substantially affect the condition or business operations of Borrower, except the following: 3. At the date hereof, no Default or Event of Default under the Loan Documents (as defined in the Loan Agreement) has occurred and is continuing, and no event has occurred which, upon the service of notice and/or the lapse of time, would constitute an Event of Default thereunder on the part of Borrower or Guarantor, except the following: 4. The representations, warranties and covenants set forth in the Loan Agreement and other Loan Documents (as defined in the Loan Agreement) are hereby reaffirmed and restated, and Borrower represents and warrants to Lenders that the same are true, correct and complete on the date hereof, except as to the following: 5. No material adverse change has occurred in the financial conditions or in the assets or liabilities of Borrower or Guarantor from those set forth in the latest financial statements furnished to Lenders, except the following: 6. The progress of construction of the Project is such that it can be completed on or before the Completion Date, for the cost originally represented to Lenders, except for the following: 7. The Loans and the Available Sources are, as of the date hereof, in balance with the Budget, and the undisbursed proceeds of the Loans and the Available Sources, including the advance requested herein, are adequate and sufficient to pay for all labor, materials, equipment, work, services and supplies necessary for the completion of the Project, including the installation of all fixtures and equipment required for the operation of the Project, except for the following Project cost increases: 8. The labor, materials, equipment, work, services and supplies described herein have been performed upon or furnished to the Project in full accordance with the Plans and Specifications (as defined in the Loan Agreement), which have not been amended except as expressly permitted by Lenders (unless such permission is not required under the Loan Agreement), and all required inspections and approvals have been obtained as and when necessary or desirable.[This Request for Disbursement does not include a request for materials to be stored on-site or off-site and not immediately incorporated into the Project.] 9. At the date hereof, no written order or notice has been made by, or received from, any governmental entity stating that the work of construction is or will be in violation of any applicable law, ordinance, code or regulation affecting any Lender’s collateral. 10. There have been no changes in the costs of the Project from those set forth in the Sworn Construction Cost Statement, as amended by any amendment thereto heretofore delivered to and approved by Lenders. 11. All bills for labor, materials, equipment, work, services and supplies furnished in connection with the Project, which could give rise to a mechanic’s lien if unpaid, have been paid or will be paid out of the requested advance. 12. All claims for mechanics’ liens which have arisen or could arise for labor, materials, equipment, work, services or supplies furnished in connection with the Project through the last day of the period covered by the requested advance have been effectively waived in writing, or will be effectively waived in writing when payment is made, and such written waivers have been delivered to Lenders and Disbursing Agent, unless the Title Company has issued a date-down endorsement insuring over any such liens. 13. All funds disbursed to date have been utilized as specified in the Requests for Disbursements pursuant to which the same were disbursed, exclusively to pay costs incurred for or in connection with acquiring, constructing and developing the Project, and Borrower represents that no part of the payment proceeds of all related Project Costs (the Loans have been paid for labor, materials, equipment, work, services or supplies incorporated into or employed in connection with any project other than any Disputed Amounts the Project. Borrower further represents that all funds covered by this Request for Disbursement are for payment for labor, materials, equipment, work, services or supplies furnished solely in connection with respect said Project, or represent payment for soft costs or other expenditures described in the Loan Agreement, the Constructions Documents or the Financial Projections, and are included in the Project budget submitted to which a Reserved Amount has been establishedLenders and/or the Financial Projections. Borrower authorizes and requests Lenders to charge the total amount of this Request for Disbursement from the RDA Loan Disbursement Account until such Account is exhausted and thereafter from the Project Loan Disbursement Account, plus the draw fee in the amount of $500 payable to Disbursing Agent, against Borrower’s balance and to disburse from the Loan Disbursement Account the funds hereby requested in accordance the Disbursing Agreement, including, without limitation, Section 7(c), and authorizes and requests the Disbursing Agent to make or authorize disbursement of said funds to or for the account of the persons or firms and in amounts up to, but not exceeding, the amounts listed herein, subject to the requirements of and in accordance with the procedures provided in the Disbursing Agreement. The disbursement made pursuant to this Request for Disbursement is acknowledged to be an accommodation to Borrower and is not a waiver by Lenders of any defaults or events of default under the Loan Documents (as defined in the Loan Agreement) or any other claims of any Lender against Borrower or the General Contractor. [Remainder of Page Intentionally Deleted] [Signature Page Follows]‌ The advances and disbursements on the attached sheets for Request for Disbursement # are hereby certified and requested by Borrower and Borrower hereby makes the representations and warranties in the Request for Disbursement # . NTC L I B E R TY STATI ON II, L L C , a California limited liability company By: Name: Title: C OUNTE R PAR T SI G NAT UR E PAGE R E QUE ST FOR DI SBUR SE M E NT By: _ Name: Title: NOTE- CAN BE ANY OF FOLLOWING SIGNERS: Xxxxxxx X. Xxxxxx, President and CEO Xxx Xxxxxxxx, Chief Investment Officer Xxxxxxx XxXxxxx, Chief Financial Officer Xxxxxx Xxxxxxxxxx, Chief Credit Officer C OUNTE R PAR T SI G NAT UR E PAGE R E QUE ST FOR DI SBUR SE M E NT By: CCG Community Partners LLC, a Delaware limited liability company, its Managing Member By: CityScape Capital Group, LLC, a New Jersey limited liability company, its Managing Member By: Xxxx X. Xxxxxxx Managing Director By: Xxxx Economic Development Company, LLC, a Delaware limited liability company, its managing member By: _ Name: Title: TO: RE: The undersigned does hereby request and authorize payments totaling The undersigned further certifies that no part of the payments requested include or contemplate rebates, commission or Loan to the undersigned, their (its) beneficiaries, agents or assigns, and that all amounts requested are solely for the named payees and for the purposes indicated and that this requisition includes all amounts outstanding and payable on subject property through following: . (Date), except for retentions and the The undersigned further says that no claims have been made to the affiant by, nor is any suit now pending on behalf of, any contractor, subcontractor, laborer or materialman and further that no chattel mortgages, conditional bills of sale, retention of title agreements, security agreements, financing statements, or personal property leases have been given or are outstanding as to any fixtures, appliances, or equipment which are now installed in or upon said real property, or the improvements thereon, arising from labor and materials included in the construction contract, except the following: . The undersigned does further certify to their (its) best knowledge and opinion that: (a) the Disbursement Agent shall, after subcontractors and material supplies shown on 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 breakdown submitted to the other ProjectLenders are, and in their opinion, capable of performing their contractual obligations; (b) after payment of the applicable Borrower subject request, to the Contractor’s knowledge, the remaining costs to complete the Project, plus the Contractor’s fee, are equal to or less than the remaining unpaid amounts under the Construction Contract; (c) all underground utilities and on-site and off-site improvements currently shown in the Contract Documents are now or shall be permitted available to close the Construction Disbursement Account and Draw Account for such completed Projectproject, and all costs therefor are included in the cost breakdown and contract submitted to the Lenders; (d) all work in place and material furnished to date is in compliance with those plans and specifications identified in the Disbursing Agreement among Clearinghouse Community Development Financial Institution, CCG Sub-CDE 8, LLC, LEDC – CDE I, LLC, NTC Liberty Station II, LLC, and U.S. Bancorp Community Development Corporation and certain other parties thereto. The undersigned hereby acknowledge(s) the dependence others may place upon instruction the statements contained herein. No obligation on the part of the Lenders, USBCDC or their respective advisors, expressed or implied, is created by this requisition as to protection of the owner and/or contractors, or assigns from mechanics' or materialmen's lien claims, and the applicable Borrower to terminate an applicable Account Control Agreementowner and contractor, Agent promptly as agreed between them, shall deliver any be responsible for the procurement of required lien waivers, paid bills and releases from both principal payees and all notices subordinate claimants thereunder and hereby covenants and agreed to the securities intermediary or depositary bank under the applicable Account Control Agreement necessary hold The undersigned do(es) agree to close such Account and direct any remaining proceeds therein furnish 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 Disbursing 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 Lenders lien waivers 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 Bankpayees named herein within two weeks from date of payment.

Final Disbursement. After A. Subject to the Final Completion Date provisions 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 Projectsubparagraph B below, if applicable, reallocate all or any portion the remaining balance of the remaining construction fund with the exception of any undisbursed funds in the Loan Proceeds Account earmarked retained for or allocated to such completed Project to the other Project, and (b) the applicable Borrower payment of interest shall be permitted disbursed to close pay final costs of construction. When the Construction Disbursement Account improvements have been substantially completed and Draw Account Borrower or general contractor has deposited with Lender an affidavit stating that all bills 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 labor and/or materials used in 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 construction of 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 improvements have been paid or ordered to be paid as hereinbefore provided (and has submitted proof which, in the issues related thereto have sole judgement of Lender, establishes that the amount available for construction has been resolvedused for the direct cost of completion of the improvements), any balance of the construction fund remaining after payment of construction costs in full shall either be applied as a credit to the loan balance, applied as additional interest reserve, or paid to Borrower or to the general contractor at the option of Lender. B. (Disregard if not applicable) Installation of carpets or tenant improvements provided for in the plans is not required for substantial completion. Notwithstanding At the foregoingtime for final disbursement under the provisions of paragraph 5.4.2A hereof, any balance of the amount allocated for carpets or tenant improvements in the Construction Cost Breakdown shall be withheld by Lender and disbursed to pay for carpets and/or tenant improvements as installed, provided that if installation of carpets and/or tenant improvements as to any part of the project is not completed within 90 days from the completion of such part, Lender, at its option, may apply and credit the amount withheld for such part to the loan balance. Delay or omission of installation shall not prevent or delay disbursement in accordance with the Agent’s provisions of paragraph 5.4.2A, of such remaining balance. C. At Lender's option, final disbursement of the last 10% of funds will only be disbursed upon the recordation of the "Notice of Completion", issuance of a "Certificate of Occupancy" and Disbursement Agent’s consent, issuance of "Rewrite Policy" by the Borrowers shall be permitted to close an Account in connection with moving such Account to another Qualified BankTitle insurer.

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 final disbursement of Funds, including the Final Completion Date Retention, shall be made only if the conditions set forth below are met to Lender's satisfaction. Furthermore, the amount of a the final disbursement shall be subject to Lender's approval. (a) The Improvements and the Project are completed in accordance with the Plans and Specifications as confirmed by Architect, and Lender or the Consultant, and if requested by Lender, Lender shall have received as- built Plans and Specifications for the Project. (b) Lender shall have received, at Borrower's expense, an endorsement to the Title Policy insuring the lien-free completion of the Project, without exceptions other than those previously approved by Lender. (c) If requested by Lender, Lender shall have received an as-built survey of the Project and an endorsement to the payment Title Policy eliminating title exceptions regarding possible encroachments and/or violations of easement rights. (d) If requested by Lender, Lender shall have received copies of all related licenses, permits and certificates necessary for the lawful use and occupancy of the Project, including but not limited to a copy of the final certificate of occupancy for the Project, which shall be unconditional unless otherwise agreed by Lender, or other evidence acceptable to Lender that the Project Costs is completed and accepted by all necessary governmental authorities. 7 (other than any Disputed Amounts e) If requested by Lender, Lender shall have received a final accounting of Project costs from Borrower and/or General Contractor. (f) Lender shall have received fully executed lien releases from General Contractor and all persons or entities performing labor or services or supplying materials in connection with the Project, or Borrower shall have provided Lender with an appropriate surety bond from a surety acceptable to Lender or affirmative title insurance coverage with respect to which a Reserved Amount has been established)potential laborers', (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 mechanics' 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 Bankmaterialmens' liens.

Final Disbursement. After The final disbursement of Funds, including the Final Completion Date Retention, shall be made only if the conditions set forth below are met to Lender's satisfaction. Furthermore, the amount of a the final disbursement shall be subject to Lender's approval. (a) The Improvements and the Project are completed in accordance with the Plans and Specifications as confirmed by Architect, and Lender or the Consultant, and if requested by Lender, Lender shall have received as-built Plans and Specifications for the Project. (b) Lender shall have received, at Borrower's expense, an endorsement to the Title Policy insuring the lien-free completion of the Project, without exceptions other than those previously approved by Lender. (c) If requested by Lender, Lender shall have received an as-built survey of the Project and an endorsement to the payment Title Policy eliminating title exceptions regarding possible encroachments and/or violations of easement rights. (d) If requested by Lender, Lender shall have received copies of all related licenses, permits and certificates necessary for the lawful use and occupancy of the Project, including but not limited to a copy of the final certificate of occupancy for the Project, which shall be unconditional unless otherwise agreed by Lender, or other evidence acceptable to Lender that the Project Costs is completed and accepted by all necessary governmental authorities. (other than any Disputed Amounts e) If requested by Lender, Lender shall have received a final accounting of Project costs from Borrower and/or General Contractor. (f) Lender shall have received fully executed lien releases from General Contractor and all persons or entities performing labor or services or supplying materials in connection with the Project, or Borrower shall have provided Lender with an appropriate surety bond from a surety acceptable to Lender or affirmative title insurance coverage with respect to which a Reserved Amount has been established)potential laborers', (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 mechanics' 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 Bankmaterialmens' liens.

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.