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 and approval of the following: 2.1 the Application for Payment and an itemized requisition for payment of Items 2 through 10 shown in the Disbursement Budget ("Hard Costs"); 2.2 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; 2.3 evidence of Borrowers 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; 2.4 architects, inspector's and/or engineers periodic certifications of the 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; 2.5 waivers and releases of any mechanics' lien, equitable lien claim or other lien claim rights; EXHIBIT D -------------------------------------------------------------------------------- 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 Affidavit of Commencement and Affidavit of Completion for the Improvements or any portions of the Improvements for which an Affidavit of Commencement and Affidavit of Completion may be recorded under applicable law and within the applicable time as herein provided;

Lender's Right to Condition Disbursements. Lender shall have the right ------------------------------------------- to ----------------------------------------- condition any disbursement upon Lender's receipt and approval of the following: : 2.1 the Application for Payment and an itemized requisition for payment of Items Item 2 through 10 shown in the Disbursement Budget ("Hard Costs"); ; 2.2 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; ; 2.3 evidence of Borrowers 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; ; 2.4 architectsarchitect's, inspector's and/or engineers engineer's periodic certifications of the 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; ; 2.5 waivers and releases of any mechanics' lien, equitable lien claim or other lien claim rights; EXHIBIT D -------------------------------------------------------------------------------- 2.6 evidence of Borrower's compliance with the provisions of the Articles and Sections of this Agreement entitled Construction CONSTRUCTION and ------------ AuthorityAUTHORITY/EnforceabilityENFORCEABILITY; ------------------------- 2.7 a written release executed by any surety to whom Lender has issued or will issue a set 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 Affidavit of Commencement and Affidavit of Completion for the Improvements or any portions of the Improvements for which an Affidavit of Commencement and Affidavit of Completion may be recorded under applicable law and within the applicable time as herein provided;; 2.9 Certificate of Substantial Completion from the Architect and Engineer, if any, prior to the final retention 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; 2.11 evidence that any goods, materials, supplies, fixtures or other work in process for which disbursement is requested have been incorporated into the Improvements.

Lender's Right to Condition Disbursements. In addition to any applicable conditions in Section 3.1 of the Loan Agreement, Lender shall have the right to ----------------------------------------- condition any disbursement for Tenant Improvements, Leasing Commissions or Required Repairs upon Lender's ’s receipt and approval of the following, as applicable: 2.1 for Tenant Improvements and Leasing Commissions only, Lender’s written approval of the applicable Tenant Improvements or Leasing Commissions, such approval not to be unreasonably withheld; 2.2 for Tenant Improvements only, the Application for Payment and an itemized requisition for payment of Items 2 through 10 shown in the Disbursement Budget ("Hard Costs")construction costs; 2.2 2.3 for Tenant Improvements and Leasing Commissions only, bills, invoices, documents of title, vouchers, statements, payroll records, receipts and any other reasonable documents evidencing the total amount expended, incurred or due for any requested Items; 2.3 evidence of Borrowers use of a lien releasedisbursement and, joint check and voucher system acceptable to Lender for payments or disbursements to any contractorRequired Repairs, subcontractor, materialman, supplier or lien claimantthe information specified in Section 3 below; 2.4 architectsfor Tenant Improvements and Required Repairs only, if required by Lender, Lender’s internal inspector's and/or engineers ’s periodic certifications of the 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 state of the Property and Improvementsconstruction; 2.5 for Required Repairs and Tenant Improvements only, waivers and releases of any mechanics' ’ lien, equitable lien claim or other lien claim rightsrights (provided, however, such waivers and releases shall not be required for work for which a contractor or supplier would not typically provide a lien waiver); EXHIBIT D --------------------------------------------------------------------------------D, Disbursement Plan - Page 1 Loan No. 1002863 02941-0345/LEGAL18900961.3 2.6 for Tenant Improvements only, evidence of Borrower's ’s compliance with such other disbursement requirements as Lender may reasonably deem appropriate to the provisions Tenant Improvements in question, consistent with Lender’s standard practices; 2.7 any other document, requirement, evidence or information that Lender may reasonably request under any provision of the Articles Loan Documents 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 for which Lender has issued will use reasonable efforts to request all additional documents at the same time; and 2.8 for Tenant Improvements only, if required by Lender, Lender shall have received a Down-Date Endorsement or will issue with respect other title report dated within five (5) days of the requested disbursement from the Title Company showing no state of facts objectionable to Lender (including, without limitation, a showing that title to the Loan; 2.8 valid, recorded Affidavit of Commencement Property is vested in Borrower and Affidavit of Completion that no claim for mechanics’ or materialmen’s liens has been filed against the Improvements Property or any portions of Improvements). Borrower acknowledges that Borrower’s failure to comply with the Improvements for which an Affidavit of Commencement above timing may result in disbursement delays and Affidavit of Completion may be recorded under applicable law and within the applicable time as herein provided;Borrower hereby consents to all such delays.