Common use of Lender's Right to Condition Disbursements Clause in Contracts

Lender's Right to Condition Disbursements. Lender shall have the right to condition any disbursement upon Lender's receipt in the appropriate form of the following submissions and Lender's reasonable determination that such submissions comply with the requirements set forth below: 1. The Application for Payment and an itemized requisition for payment; 2. Bills, invoices, documents of title, vouchers, statements, receipts and any other documents evidencing the total amount expended, incurred or due for any requested Items; 3. Evidence of Borrower's use of a lien release, joint check and voucher system acceptable to Lender for payments or disbursements to any contractor, subcontractor, materialman, supplier or lien claimant; 4. Architect's, inspector's and/or engineer's periodic certifications of the percentage and/or stage of construction that has been completed and its conformance to the Plans and Specifications and governmental requirements based upon any such architect's, inspector's and/or engineer's periodic physical inspections of the Property and Improvements; 5. Waivers and releases of any mechanics' lien, stop notice claim, equitable lien claim or other lien claim rights (conditional for costs to be paid from the current Application for Payment, and unconditional for all prior costs which have been disbursed by Lender by the twenty-fifth (25th) day of the immediately preceding month or were to have been paid from Borrower's own funds under the Disbursement Budget);

Lender's Right to Condition Disbursements. With respect to the B-1 Sublimit, Lender shall have the right to condition any disbursement upon Lender's ’s receipt in the appropriate form and approval of the following submissions and Lender's reasonable determination that such submissions comply with the requirements set forth belowfollowing: 1. The 2.1 the Application for Payment and an itemized requisition for paymentpayment of Item 2 shown in the Disbursement Budget (“Hard Costs”); 2. Bills2.2 bills, invoices, documents of title, vouchers, statements, payroll records, receipts and any other documents evidencing the total amount expended, incurred or due for any requested ItemsItem; 3. Evidence 2.3 evidence of Borrower's ’s use of a lien release, joint check and voucher system acceptable to Lender for payments or disbursements to any contractor, subcontractor, materialman, supplier or lien claimant; 4. Architect's2.4 architect’s, inspector's ’s and/or engineer's ’s periodic certifications of the percentage and/or stage of construction that has been completed and its conformance to the Plans and Specifications and governmental requirements based upon any such architect's’s, inspector's ’s and/or engineer's ’s periodic physical inspections of the Property and Improvements; 5. Waivers 2.5 waivers and releases of any mechanics' ’ lien, stop notice claim, equitable lien claim or other lien claim rights (conditional rights; 2.6 evidence of Borrower’s compliance with the provisions of the Articles and Sections of this Agreement entitled Construction and Authority/Enforceability; 2.7 a written release executed by any surety to whom Lender has issued or will issue a set-aside letter and/or any public entity or agency which is a beneficiary under any instrument of credit or standby letter of credit which Lender has issued or will issue with respect to the Loan; 2.8 valid, recorded Notice(s) of Completion for costs to the Improvements or any portions of the Improvements for which Notice(s) of Completion may be paid recorded under applicable law; 2.9 Certificate of Substantial Completion from the current Application Architect and Engineer, if any, prior to the final retention disbursement or the final stage disbursement of Hard Costs, as applicable; 2.10 any other document, requirement, evidence or information that Lender may request under any provision of the Loan Documents; and 2.11 evidence that any goods, materials, supplies, fixtures or other work in process for Payment, and unconditional for all prior costs which disbursement is requested have been disbursed by Lender by incorporated into the twenty-fifth (25th) day of the immediately preceding month or were Improvements. Borrower acknowledges that this approval process may result in disbursement delays and Borrower hereby consents to have been paid from Borrower's own funds under the Disbursement Budget);all such delays.

Lender's Right to Condition Disbursements. Lender shall have the right to condition any disbursement upon Lender's ’s receipt in the appropriate form and approval of the following submissions and Lender's reasonable determination that such submissions comply with the requirements set forth belowfollowing: 1. The 2.1 Lender’s or its agent’s right to inspect the applicable Construction Improvements; 2.2 Lender’s written approval of the applicable Construction Improvements projects or Leasing Commissions; 2.3 the Application for Payment and an itemized requisition for paymentpayment of Items 3 through 5 shown in the Disbursement Budget (“Hard Costs”); 2. Bills2.4 bills, invoices, documents of title, vouchers, statements, payroll records, receipts and any other documents evidencing the total amount expended, incurred or due for any requested Items; 3. Evidence 2.5 evidence of Borrower's Borrowers’ use of a lien release, joint check and voucher system reasonably acceptable to Lender for payments or disbursements to any contractor, subcontractor, materialman, supplier or lien claimant; 4. Architect's2.6 architect’s, inspector's ’s and/or engineer's ’s periodic certifications of the percentage and/or stage of construction that has been completed and its conformance to the applicable Plans and Specifications and governmental requirements based upon any such architect's’s, inspector's ’s and/or engineer's ’s periodic physical inspections of the a Property and Construction Improvements; 5. Waivers ; 2.7 waivers and releases of any mechanics' ’ lien, stop notice claim, equitable lien claim or other lien claim rights (conditional for costs to be paid from the current Application for Payment, and unconditional for all prior costs which have been disbursed by Lender by the twenty-fifth (25th) day of the immediately preceding month or were to have been paid from Borrower's own funds under the Disbursement Budget)rights;

Lender's Right to Condition Disbursements. Lender shall have the right to condition any disbursement upon Lender's ’s receipt in the appropriate form and approval of the following submissions and Lender's reasonable determination that such submissions comply with the requirements set forth belowfollowing: 1. The 2.1 the Application for Payment and an itemized requisition for paymentpayment of Items 2, 3, 8 and 9 shown in the Disbursement Budget (“Hard Costs”); 2. Bills2.2 bills, invoices, documents of title, vouchers, statements, payroll records, receipts and any other documents evidencing the total amount expended, incurred or due for any requested Items; 3. Evidence 2.3 evidence of Borrower's ’s use of a lien release, joint check and voucher system acceptable to Lender for payments or disbursements to any contractor, subcontractor, materialman, supplier or lien claimant; 4. Architect's2.4 architect’s, inspector's Lender’s third party inspecting contractor and/or engineer's ’s periodic certifications of the percentage and/or stage of construction that has been completed and its conformance to the Plans and Specifications and governmental requirements based upon any such architect's’s, inspector's Lender’s third party inspecting contractor and/or engineer's ’s periodic physical inspections of the Property and Improvements; 5. Waivers 2.5 waivers and releases of any mechanics' ’ lien, stop notice claim, equitable lien claim or other lien claim rights (conditional for costs to be paid from rights; 2.6 evidence of Borrower’s compliance with the current Application for Payment, and unconditional for all prior costs which have been disbursed by Lender by the twenty-fifth (25th) day provisions of the immediately preceding month or were Articles and Sections of this Agreement entitled Article 4 Construction and, based on a certificate of compliance delivered by Borrower to have been paid from Borrower's own funds under the Disbursement Budget);Lender, Section 6.1

Lender's Right to Condition Disbursements. Lender Administrative Agent and Lenders’ shall have the right to condition any disbursement upon Lender's Administrative Agent’s receipt in the appropriate form and approval of the following submissions and Lender's reasonable determination that such submissions comply with the requirements set forth belowfollowing: 1. The 2.1 the Application for Payment and an itemized requisition for paymentpayment of Item 2 of the Hard Costs portion of the Disbursement Budget (“Hard Costs”), which shall be supported by dck/FWF, LLC invoices and a signed and notarized AIA Form G702/703 (which may be delivered in electronic form); 2. Bills2.2 bills, invoices, documents of title, vouchers, statements, payroll records, receipts and any other documents evidencing the total amount expended, incurred or due for any requested Items; 3. Evidence 2.3 evidence of Borrower's ’s use of a lien Lien release, joint check and voucher system acceptable to Lender Administrative Agent for payments or disbursements to any contractor, subcontractor, materialman, supplier or lien Lien claimant; 4. 2.4 Architect's, inspector's and/or engineer's ’s and the Independent Inspecting Architect’s periodic certifications of the percentage and/or stage of construction that has been completed and its conformance to the Plans and Specifications and governmental requirements Requirements of Law based upon any such architect's’s, inspector's ’s and/or engineer's ’s periodic physical inspections of the Property and Improvements. An Application for Payment submitted under this Section 1 shall not be considered complete until after the Independent Inspector has inspected the Improvements and issued its report as set forth herein and any revisions, if any, have been made to the Application for Payment as a result of such inspection; 5. Waivers 2.5 waivers and releases of any mechanics' ’ lien, stop notice claim, equitable lien claim or other Lien claim rights, including, conditional lien claim rights waivers relating to construction work and costs (conditional to the extent customary for costs to be paid from the type of cost in question) reflected in the current Application for Payment and unconditional lien waivers for all construction work and costs (to the extent customary for the type of cost in question) included in the previous Application for Payment; 2.6 evidence of Borrower’s compliance with the provisions of Article 4 and Section 6.1 of this Agreement; 2.7 a written release executed by any surety to whom Administrative Agent or any Lender has issued or will issue a set-aside letter and/or any public entity or agency which is a beneficiary under any instrument of credit or standby letter of credit which Administrative Agent or any Lender has issued or will issue with respect to the Loan; 2.8 valid, recorded Notice(s) of Completion for the Improvements or any portions of the Improvements for which Notice(s) of Completion may be recorded under applicable law; 2.9 Administrative Agent’s receipt of such Title Policy endorsements, as Administrative Agent may require; 2.10 Certificate of Completion from the Independent Inspecting Architect, prior to the final retention disbursement or the final stage disbursement of Hard Costs, as applicable; 2.11 any other document, requirement, evidence or information that Administrative Agent may request under any provision of the Loan Documents; 2.12 unless Sections 2.13 or 2.14 of this exhibit apply, evidence that any goods, materials, supplies, fixtures or other work in process for which disbursement is requested have been incorporated into the Improvements; 2.13 in the event any Application for Payment includes the cost of materials stored at a location other than the Property (“Offsite Materials”), such Application for Payment shall include each of the following: (a) evidence that the Offsite Materials have been purchased by Borrower, have been segregated from other materials in the facility and have been appropriately marked to indicate Borrower’s ownership thereof and Lenders’ security interest therein; and (b) evidence that the Offsite Materials are insured as required by this Agreement; and (c) at Administrative Agent’s request, a security agreement and financing statement in form and substance satisfactory to Administrative Agent executed by the supplier of the Offsite Materials, and/or such other persons as Administrative Agent determines may have an interest in or claim to the Offsite Materials, together with such other additional documentation and evidence as Administrative Agent may reasonably require to assure itself that Lenders have a perfected first priority lien on the Offsite Materials. Notwithstanding the foregoing, an Application for Payment may include deposits for fabrication of or orders relating to specialty materials or long-lead items, subject to Administrative Agent’s reasonable approval; and 2.14 in the event that any Application for Payment includes the cost of materials stored on the Property (“Onsite Materials”), such Application for Payment shall include each of the following: (a) evidence that the Onsite Materials have been purchased by Borrower; (b) evidence that the Onsite Materials are insured as required hereunder; and (c) evidence that the Onsite Materials are stored in an area on the Property for which adequate security is provided against theft and vandalism. Unless otherwise approved by Administrative Agent, invoices submitted with any Application for Payment, and unconditional except the first Application for all Payment, must not be dated prior costs which have been disbursed by Lender by to the twenty-fifth date that is ninety (25th90) day days preceding the date of the immediately preceding month or were Application for Payment. Notwithstanding the foregoing, Administrative Agent shall give its approval upon confirmation from Borrower that such invoices are not duplicative. Borrower acknowledges that this approval process may result in disbursement delays and an inability for Lenders to have been paid from Borrower's own funds under fund on the Disbursement Budget);Funding Date and Borrower hereby consents to all such delays.