Common use of Loan Disbursements Clause in Contracts

Loan Disbursements. (a) On the Effective Date, each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan in immediately available funds not later than the times designated in Section 12.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. (a) On the Effective Date, and following each subsequent request for disbursement from Borrower which request shall be sent by Administrative Agent to each Lender and shall identify the proposed Funding Date, each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan in immediately available funds not later than the times designated in Section 12.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date or any subsequent Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El SegundoMinneapolis, California Minnesota (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. (a) On Promptly after receipt of a Notice of Borrowing for a Loan to be made pursuant to Section 2.01 hereof, but in no event later than one (1) Business Day prior to the Effective Dateproposed Funding Date for a Base Rate Loan or two (2) Business Days prior to the proposed Funding Date for a LIBOR Loan, Agent shall notify each Lender of the proposed Borrowing and the Funding Date set forth therein. Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s 's Pro Rata Share of the Loan such Borrowing in immediately available funds not later than the times designated in Section 12.3(b11.03(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date prior to such time for funding in respect of any disbursement Borrowing that such Lender does not intend to make available to Administrative Agent such Lender’s 's Pro Rata Share of such disbursementBorrowing, Administrative Agent may assume that such Lender shall make has made such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative and Agent, in its sole discretion, may, but shall not be obligated to, fund make available to Borrowers such Lender’s Pro Rata Share of such disbursementBorrower a corresponding amount. If Administrative such corresponding amount is not in fact made available to Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement and if by such Lender subsequently pays on or prior to Administrative a Funding Date, such Lender agrees to pay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at the Federal Funds Rate. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Pro Rata Share of such disbursementBorrowing. Nothing in this Section 12.3(a) If such Lender shall alter not pay to Agent such corresponding amount after reasonable attempts are made by Agent to collect such amounts from such Lender, Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the respective rights and obligations of date such amount is made available to Borrower until the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advancedate such amount is repaid to Agent, at the interest rate applicable thereto. (b) Requests by Administrative Agent for funding by Lenders of disbursements Loans will be made by telecopy. Each Lender shall make the amount of its disbursement Loan available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 10:00 A.M. (San Francisco California time) on the date Funding Date designated by Administrative Agent in the Notice of Borrowing with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Loan. Nothing in this Section 12.3 11.03(b) shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements Loans on the date designated by Administrative Agentany Funding Date, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement Loan hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursementLoan.

Loan Disbursements. (a) On Not later than the Effective next Business Day following receipt of a Notice of Borrowing, Agent shall send a copy thereof by facsimile to each other Lender and shall otherwise notify each Lender of the proposed Borrowing and the Funding Date, each . Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s 's Pro Rata Share of the Loan such Borrowing in immediately available funds not later than the times designated in Section 12.3(b11.03(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Funding Date in respect of any disbursement Borrowing that such Lender does not intend to make available to Administrative Agent such Lender’s 's Pro Rata Share of such disbursementBorrowing, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement Borrowing as described above, but does not for any reason make available to Administrative Agent such Lender’s 's Pro Rata Share of such disbursementBorrowing, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s 's Pro Rata Share of such disbursementBorrowing, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s 's Pro Rata Share of such disbursementBorrowing. If Administrative Agent funds to Borrowers Borrower such Lender’s 's Pro Rata Share of such disbursement Borrowing and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Pro Rata Share of such disbursementBorrowing. Nothing in this Section 12.3(a11.03(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata AdvanceLoan. (b) Requests by Administrative Agent for funding by Lenders of disbursements Loans will be made by telecopy. Each Lender shall make the amount of its disbursement Loan available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date Funding Date designated by Administrative Agent in the Notice of Borrowing with respect to such disbursementLoan, which date shall be not but in no event earlier than three two (32) Business Days following Lender’s 's receipt of Administrative Agent’s requestthe applicable Notice of Borrowing. (c) Nothing in this Section 12.3 11.03 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements Loans on the date designated by Administrative Agentany Funding Date, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement Loan hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursementLoan.

Loan Disbursements. (a) On the Effective Date, and following each subsequent request for disbursement from Borrower which request shall be sent by Administrative Agent to each Lender and shall identify the proposed Funding Date, each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan in immediately available funds not later than the times designated in Section 12.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date or any subsequent Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. (a) On Following receipt of a complete Application for Payment, Administrative Agent shall send a copy thereof by facsimile to each other Lender and shall otherwise notify each Lender of the Effective Date, each proposed disbursement and the Funding Date (as such term is defined in Exhibit C attached hereto). Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan such disbursement in immediately available funds not later than the times designated in Section 12.3(b11.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a11.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. A. Following receipt of a complete application for disbursement, Administrative Agent shall, by telephone or email, advise each Lender of the amount of the disbursement requested at least five (a5) On Business Days prior to the Effective Date, each date of such disbursement. Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan such disbursement in immediately available funds not later than not later than 2:00 p.m., California time, on the times designated date of the Advance set forth in Section 12.3(bthe notice (each, a “Funding Date”). Any amounts received by Administrative Agent after 2:00 p.m., California time, shall be deemed to have been received on the following Business Day. As used herein, a Business Day is any day which is not a Saturday, Sunday or a bank or public holiday in either the United States or Canada. Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco Los Angeles time) on the Business Day immediately preceding the Effective Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) 12.3.A shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests C. In addition to the obligations of the Lenders pursuant to Section 12.13.A, following a request for disbursement by any Obligee or Surety under any Set-Aside Letter, Administrative Agent for funding shall promptly notify each other Lender by Lenders telephone (confirmed promptly by facsimile transmission), or by facsimile transmission of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available the Set-Aside Draw; and (ii) each Lender shall, not later than 2:00 p. m. (Los Angeles time) on the next Business Day following such notice, pay to Administrative Agent in Dollars and in immediately available fundsAgent, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to in immediately available funds, such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt Pro Rata Share of Administrative Agent’s request. (c) Nothing in this Section 12.3 such Set- Aside Draw. Upon such funding, each Lender shall be deemed to relieve have acquired from Administrative Agent (and Administrative Agent shall be deemed to have assigned to each such Lender) a percentage interest in such Set-Aside Draw equal to such Lender’s Pro Rata Share thereof, and such Set-Aside Draw shall be deemed a disbursement under the Loan; provided that the obligations of the Lenders under this Section 12.3.C shall not be subject to the notice or amount requirements, or to satisfaction of conditions precedent, otherwise applicable to the making of disbursements, and Administrative Agent shall determine in its sole and absolute discretion the appropriate amount to be disbursed to such Obligee or Surety from time to time under the terms of any Lender of its Set-Aside Letter. Each Lender’s obligation hereunder to make fund, and to purchase from Administrative Agent, its Pro Rata Share of disbursements on a Set-Aside Draw pursuant to this Section 12.3.C shall be absolute and unconditional under any and all circumstances (including, without limitation, irrespective of any intervening bankruptcy of Borrower or acceleration of the date designated by Loan). It is not the parties’ intent that the obligations of the Lenders under this Section 12.3.C constitute guaranties or obligations of suretyship. If and to the extent, however, that the obligations of any Lender under this Section 12.3.C are determined to be those of a guarantor or surety, such Lender, with full knowledge of the consequences thereof, hereby expressly waives the benefit of each and every right or defense of a guarantor or surety the effect of which would relieve such Lender of all or any portion of its obligations under this Section 12.3.C. In the event that any Lender fails to pay to Administrative Agent when due any amount it is required to fund under this Section 12.3.C, such Lender agrees to pay to Administrative Agent, nor shall on demand, the amount such Lender has failed to so pay, together with interest thereon for each day from the date on which such payment was due until the date such amount is repaid to Administrative Agent or any Lender be responsible for Agent, at the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursementAlternate Rate.

Loan Disbursements. (a) On Following receipt of a complete Application for Advance, Administrative Agent shall send a copy thereof by facsimile to each other Lender and shall otherwise notify each Lender of the Effective proposed disbursement and the Funding Date, each . Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan such disbursement in immediately available funds not later than the times designated in Section 12.3(b10.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a10.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. (a) On Following receipt of a complete Application for Payment, Administrative Agent shall send a copy thereof by facsimile to each other Lender and shall otherwise notify each Lender of the Effective Date, each proposed disbursement and the Funding Date (as such term is defined in Exhibit D attached hereto). Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan such disbursement in immediately available funds not later than the times designated in Section 12.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. (a) On Subject to the Effective Dateconditions set forth in Section 3.1, each Lender the proceeds of the Construction Loan and Borrower’s Funds shall make available be disbursed in accordance with the Loan Budget, to pay for costs of construction actually incurred, subject to a ten percent (10%) retention to be withheld from payments to the Contractor with respect to hard costs (“Retention”); provided, however, no Retention shall be withheld respecting Contractor’s General Conditions Costs and Contractor’s Fee (as those terms are defined in the Construction Agreement) in accordance with Section 12.1.7 of the Construction Agreement. Disbursements made after the deposit of Borrower’s Funds shall be made first from the Borrower’s Funds Account until depleted. All disbursements shall be held by Borrower in trust and applied by Borrower solely for the purposes for which the funds have been disbursed. Administrative Agent (and Lenders have no obligation to monitor or the funding bank determine Borrower’s use or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share application of the Loan in immediately available funds not later than the times designated in Section 12.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advancedisbursements. (b) Requests by In no event will Administrative Agent for funding make disbursements (i) more frequently than monthly, or (ii) in excess of the percentage of construction actually Completed, as certified by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s requestindependent inspecting architect. The maximum amount of advances which Borrower may request for the Improvements or for any component or phase thereof shall be as set forth in the Loan Budget. (c) Nothing Administrative Agent shall not be obligated to disburse Loan proceeds for the payment of any cost if the amount of such cost, together with the amounts of other costs included within the same “line-item” in the Loan Budget for which requests for advances have previously been submitted and approved, exceeds the amount set forth in the Loan Budget for such line-item, unless Borrower furnishes to Administrative Agent documentary evidence satisfactory to Administrative Agent that any such excess cost is offset by a reduction, in nature satisfactory to Administrative Agent, of at least an equal amount in another line-item in the Loan Budget, and Administrative Agent approves a revision to the Loan Budget. Borrower shall be responsible, at its sole cost and expense from sources other than the Loan, for any such overages which cause the Loan to not be In-Balance, which Administrative Agent may require Borrower to deposit into the Borrower’s Funds Account if and when required pursuant to Section 4.16 of this Agreement. (d) Provided all applicable conditions to disbursement are satisfied, Administrative Agent shall make disbursements directly to Lenders for the payment of interest which accrues and becomes due under the Notes from the interest reserve line item included in the Loan Budget. Administrative Agent is hereby authorized to charge the Loan and Borrower’s Funds Account (to the extent funds are available therein) directly for such interest payments when due. Depletion of the interest reserve shall not release Borrower from any of Borrower’s obligations under the Loan Documents including, without limitation, payment of all accrued and due interest and the deposit of Borrower’s Funds with Administrative Agent pursuant to Section 4.16 of this Agreement. (e) Provided all applicable conditions to disbursement are satisfied, and provided there is availability in the Loan Budget, Administrative Agent shall make disbursements of the Loan to cover any expenses or charges which are to be borne by Borrower, including, but not limited to expenses set forth in Section 9.1 below. Administrative Agent may make any disbursements by payment to Borrower or jointly to Borrower and Contractor or any contractor, subcontractor, supplier, or other person performing work or furnishing materials in connection with the construction of the Improvements. Developer’s fees payable to Developer under the Development Management Agreement will be disbursed based on the percentage of construction completed (as certified by Administrative Agent’s independent supervising architect) at the time of the requested advance. (f) Except for fees paid pursuant to the Development Management Agreement, no developer’s, management, consulting or brokerage fee or commission, developer profit or other payment to any Person will be paid directly or indirectly from any proceeds of the Loan without Administrative Agent’s prior written approval. (g) All requests for advances shall clearly identify any amounts requested for payment to a Related Person. Unless expressly set forth in the then effective Loan Budget or this Agreement, no developer’s, management, consulting or brokerage fee or commission, developer profit or other payment to any Related Person will be paid directly or indirectly from any proceeds of the Loan without Administrative Agent’s prior written approval. (h) In addition to, and not in lieu of any condition set forth in this Section 12.3 above, Administrative Agent shall be deemed have the right to relieve condition any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by disbursement upon Administrative Agent’s receipt and approval of the following: (i) bills, nor shall invoices, vouchers, statements, payroll records (for work performed on a time and materials basis), receipts and any other documents evidencing the total amount expended, incurred or due for any requested line-item in the Loan Budget; (ii) evidence of Borrower’s use of a lien release, joint check and voucher system acceptable to Administrative Agent for payments or disbursements to any Lender be responsible for contractor, subcontractor, materialman, supplier or lien claimant; (iii) architect’s, independent supervising architect’s and/or engineer’s periodic certifications of the failure 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, independent supervising architect’s and/or engineer’s periodic physical inspections of the Property and Improvements; waivers and releases of any mechanics’ lien, stop payment notice claim, equitable lien claim or other Lender to perform its obligations to make lien claim rights; and (iv) any disbursement hereunderother document, and the Commitment of requirement, update, evidence, endorsement, certification or information that Administrative Agent may reasonably request under any Lender shall not be increased or decreased as a result provision of the failure by any other Lender to perform its obligation to make a disbursementLoan Documents.

Loan Disbursements. (a) On Promptly following Administrative Agent’s receipt of a complete Application for Payment, Administrative Agent shall send a copy thereof by facsimile to each other Lender (together with any supporting documents delivered in connection therewith) and shall otherwise notify each Lender of the Effective proposed disbursement and the Funding Date, each . Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan such disbursement in immediately available funds not later than the times designated in Section 12.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopytelecopy at least three (3) Business Days prior to a Funding Date. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 10:00 A.M. (San Francisco time) on the date Funding Date designated by Administrative Agent with respect to such disbursement, which date shall be not but in no event earlier than three two (32) Business Days following such Lender’s receipt of Administrative Agent’s requestthe applicable Application for Payment. Notwithstanding anything to the contrary contained herein, funds received from all non-defaulting lenders shall be disbursed in accordance with this Agreement, provided that all other conditions precedent for such funding have been satisfied including without limitation Section 3.1(i). (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agentany Funding Date, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. (a) On Subject to the Effective Date, each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agentprovisions of Subsection 2.02(b), the amount of such Lender’s Pro Rata Share of the Loan will be disbursed by Lilly to Isis in immediately available funds not later than the times designated in Section 12.3(bthree disbursements (each a "Disbursement"). Unless Administrative Agent shall have been notified by any Lender not later than the close The first Disbursement will be due within five business days of business (San Francisco time) on the Business Day immediately preceding the Effective Date and will cover the actual cost of the equipment (moveable and nonmoveable) set forth in respect the Budget as well as the total actual costs (including Isis' internal labor) incurred by Isis through the Effective Date to construct, equip and Validate the Dedicated Facility. The second Disbursement will be due on December 15, 2002 and will cover the actual costs (including Isis' internal labor) incurred by Isis through December 10, 2002 to construct, equip and Validate the Dedicated Facility that were not already covered by the first Disbursement. The third Disbursement will be due within one (1) month following the completion of construction and Validation of the Dedicated Facility and will cover the actual costs (including Isis' internal labor) incurred by Isis through such completion to construct, equip and Validate the Dedicated Facility that were not already covered by an earlier Disbursement. Lilly will be under no obligation whatsoever to make any Disbursements after three (3) months following the completion of construction and Validation of the Dedicated Facility; and (ii) if less than the entire Commitment has been disbursed to Isis by the Payment Date, the Commitment will be deemed reduced to an amount equal to the aggregate amount of any disbursement that such Lender does not intend Disbursements made prior to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata AdvancePayment Date. (b) Requests Lilly may delay any Disbursement during any period of time that an Event of Default has occurred and has not been corrected by Administrative Agent for funding by Lenders of disbursements Isis, in which event any such delayed Disbursement will be made by telecopy. Each Lender shall make the amount of its disbursement available Lilly to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) Isis on the first Business Day following the date designated on which the reason for the delay ceases to exist. Should Xxxxx xxxxx a Disbursement under this Subsection 2.02(b) for any reason other than a breach of a Covenant by Administrative Agent with respect Isis, Isis' obligation to such disbursement, which date supply API under the Supply Agreement shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s requestpostponed until the Disbursement has been made. (c) Nothing in this Section 12.3 shall be deemed On or before the date of the first Disbursement pursuant to relieve Subsection 2.02(a), Isis will deliver to Lilly the Promissory Note and the Financial Officer's certificate called for under Subsection 5.01(c). On or before the date of any Lender subsequent Disbursement pursuant to Subsection 2.02(a), Isis will deliver to Lilly the Financial Officer's certificate called for under Subsection 5.02(c). (d) Provided the requirements above have been met, Lilly will make each Disbursement to Isis within five (5) days of its obligation hereunder to make its Pro Rata Share of disbursements a request for Disbursement or on the date specified in Section 2.02(a) above, whichever is later, by transferring the amount of such Disbursement by electronic funds transfer to the following account: Isis Pharmaceuticals, Inc. Xxxxx Fargo Bank, 000 X Xxxxxx, Xxx 0000 Xxx Xxxxx, XX 00000 Account Number 4946-033701 ABA Number: 000000000 or such Isis bank account as is from time to time designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender Isis to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursementLilly in writing.

Loan Disbursements. (a) On Following receipt of a complete Application for Payment, Administrative Agent shall send a copy thereof by facsimile to each other Lender and shall otherwise notify each Lender of the Effective proposed disbursement and the Funding Date, each . Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan such disbursement in immediately available funds not later than the times designated in Section 12.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco Eastern time) on the Business Day immediately preceding the Effective Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El SegundoCharlotte, California North Carolina (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco Eastern time) on the date Funding Date designated by Administrative Agent with respect to such disbursement, which date shall be not but in no event earlier than three two (32) Business Days following Lender’s receipt of Administrative Agent’s requestrequest for funding. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agentany Funding Date, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. (a) On Promptly after receipt of a Notice of Borrowing for a Loan to be made pursuant to Section 2.01 hereof, but in no event later than one (1) Business Day prior to the Effective Dateproposed Funding Date for a Base Rate Loan or two (2) Business Days prior to the proposed Funding Date for a LIBOR Loan, Agent shall notify each Lender of the proposed Borrowing and the Funding Date set forth therein. Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s 's Pro Rata Share of the Loan such Borrowing in immediately available funds not later than the times designated in Section 12.3(b11.03(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date prior to such time for funding in respect of any disbursement borrowing that such Lender lender does not intend to make available to Administrative Agent such Lender’s 's Pro Rata Share of such disbursementBorrowing, Administrative Agent may assume that such Lender shall make has made such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative and Agent, in its sole discretion, may, but shall not be obligated to, fund make available to Borrowers such Lender’s Pro Rata Share of such disbursementBorrower a corresponding amount. If Administrative such corresponding amount is not in fact made available to Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement and if by such Lender subsequently pays on or prior to Administrative a Funding Date, such Lender agrees to pay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at the Federal Funds Rate. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Pro Rata Share of such disbursementBorrowing. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to If such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of pay to Agent such corresponding amount after reasonable attempts are made by Agent to collect such amounts from such Lender, Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest 84 thereon, for each day from the failure by any other Lender date such amount is made available to perform its obligation Borrower until the date such amount is repaid to make a disbursementAgent, at the interest rate applicable thereto.

Loan Disbursements. (a) On the Effective Date, and following each subsequent request for disbursement from Borrower which request shall be sent by Administrative Agent to each Lender and shall identify the proposed Funding Date, each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan in immediately available funds not later than the times designated in Section 12.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date or any subsequent Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. (a) On Promptly after receipt of a Notice of Borrowing for a Loan to be made pursuant to Section 2.01, but in no event later than one (1) Business Day prior to the Effective Dateproposed Funding Date for a Base Rate Loan or two (2) Business Days prior to the proposed Funding Date for a LIBOR Loan, Agent shall notify each Lender of the proposed Borrowing and the Funding Date set forth therein. Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s 's Pro Rata Share of the Loan such Borrowing in immediately available funds not later than the times designated in Section 12.3(b11.03(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date prior to such time for funding in respect of any disbursement Borrowing that such Lender does not intend to make available to Administrative Agent such Lender’s 's Pro Rata Share of such disbursementBorrowing, Administrative Agent may assume that such Lender shall make has made such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative and Agent, in its sole discretion, may, but shall not be obligated to, fund make available to Borrowers such Lender’s Pro Rata Share of such disbursementBorrower a corresponding amount. If Administrative such corresponding amount is not in fact made available to Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement and if by such Lender subsequently pays on or prior to Administrative a Funding Date, such Lender agrees to pay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at the Federal Funds Rate. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Pro Rata Share of such disbursementBorrowing. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to If such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of pay to Agent such corresponding amount after reasonable attempts are made by Agent to collect such amounts from such Lender, Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the failure by any other Lender date such amount is made available to perform its obligation Borrower until the date such amount is repaid to make a disbursementAgent, at the interest rate applicable thereto.

Loan Disbursements. (a) On Subject to all conditions precedent set forth above, (i) on the Effective Date, each Lender shall make available to Administrative Agent the Initial Disbursement; and (or the funding bank or entity designated by Administrative Agent)ii) thereafter, the amount of such Lender’s Pro Rata Share proceeds of the Loan and any Borrower’s Funds shall be disbursed in immediately available funds not later than accordance with the times designated Renovation Budget to pay for costs of the Renovations, subject to retention for hard cost of Renovations as provided in Section 12.3(b). Unless Administrative Agent shall have been notified 3.6, by any Lender not later than deposit into the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such LenderBorrower’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata AdvanceAccount. (b) Requests by Administrative Agent for funding by Lenders of In no event will Lender make disbursements will be made by telecopymore frequently than monthly. Each Lender shall make the The maximum amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent advances which Borrower may designate, not later than 9:00 A.M. (San Francisco time) on request for the date designated by Administrative Agent with respect to such disbursement, which date Renovations or for any component or phase thereof shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s requestas set forth in the Renovation Budget. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased obligated to disburse Loan proceeds for the payment of any cost if the amount of such cost, together with the amounts of other costs included within the same “line-item” in the Renovation Budget for which requests for advances have previously been submitted and approved, exceeds the amount set forth in the Renovation Budget for such line-item, unless Borrower furnishes to Lender documentary evidence reasonably satisfactory to Lender that any such excess cost is offset by a reduction, in nature reasonably satisfactory to Lender, of at least an equal amount in another line-item in the Renovation Budget, and (if Lender’s reasonable approval is required hereunder) Lender approves a revision to the Renovation Budget as provided herein. (d) If not paid by Borrower from its own funds within seven (7) Business Days of Lender’s request, then at its option, Lender may make disbursements to cover any Lender-incurred expenses or decreased charges for which Borrower is obligated hereunder, including, but not limited to, the cost of any required legal fees, appraisals, inspections, certifications or surveys, as a result and to the extent Borrower is required to pay the same pursuant to the terms hereof. At its sole option, Lender may make any disbursements by payment to Borrower, or, either at its sole option or upon the request of Borrower, directly to any contractor, subcontractor, supplier, or other person performing work or furnishing materials in connection with the construction of the failure Renovations. All disbursements to Borrower shall be applied by Borrower solely for the purposes for which the funds have been disbursed. (e) All disbursements shall be made first from Borrower’s Funds in the Borrower’s Funds Account, if any, and then from available Loan funds. (f) By written notice to Lender, and subject to Lender’s approval (not to be unreasonably withheld) Borrower may periodically reallocate the contingency in the Renovation Budget within the Renovation Budget provided Lender determines in the exercise of its reasonable discretion that following such use there will be sufficient contingency relative to the nature of the work to be completed. (g) If the outstanding principal balance of the Loan ever exceeds the maximum amount of the Loan, then all such amounts shall nonetheless be evidenced by the Note, guaranteed by the Guaranty (subject to the terms and conditions of the Guaranty) and secured by the Mortgage; however, Borrower shall, within fifteen (15) Business Days after Lender’s demand or Borrower’s earlier discovery of such advance, pay to Lender an amount equal to such excess principal amount and accrued but unpaid interest at the Effective Rate thereon. (h) All requests for advances shall clearly identify any amounts requested for payment to a Related Person. Except as expressly set forth in the then effective Renovation Budget or this Agreement and except for payments to Manager or its affiliates under the Management Agreement, no developer, management, consulting or brokerage fee or commission, developer profit or other payment to any Related Person will be paid directly or indirectly from any proceeds of the Loan without Lender’s prior written approval. Notwithstanding the foregoing, Lender hereby acknowledges that Borrower has agreed to pay: (i) Development Manager, which is an Affiliate of Borrower, the Acquisition Fee and Development Fee; and (ii) Asset Manager, which is an Affiliate of Borrower, the fees and expenses provided for in the Asset Management Agreement. At Borrower’s request, Lender will make disbursements of the Development Fee in accordance with the Development Agreement during the construction of the Renovations and will disburse any then undisbursed portion of the Development Fee upon confirmation that the Renovations are Complete. (i) In addition to, and not in lieu of any condition set forth in this Section above, Lender shall have the right to condition any disbursement after the Initial Disbursement upon Lender’s receipt and reasonable approval of the following: (i) 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 line-item in the Renovation Budget; (ii) evidence of Borrower’s use of a lien release or any voucher system reasonably acceptable to Lender for payments or disbursements to perform its obligation to make a disbursementany contractor, subcontractor, materialman, supplier or lien claimant; (iii) Lender’s, or Lender’s inspector’s, periodic physical inspections of the Renovations and the portions of the Property affected thereby; (iv) waivers and releases of any mechanics’ lien, stop payment notice claim, equitable lien claim or other lien claim rights; and (v) any other document, requirement, update, evidence, endorsement, certification or information that Lender may request under any provision of the Loan Documents.

Loan Disbursements. (a) On the Effective Date, each Lender shall make available No Disbursement will be made to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan in immediately available funds not later than the times designated in Section 12.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) fund work on the Business Day immediately preceding Project performed prior to the Effective Date of this Agreement. Disbursements shall be made to the Borrower at such times and in respect such amounts as are required to fund the Borrower’s required payments to its contractors, vendors and suppliers for progress on the Project from time to time in the amounts requested by the Borrower (not more often than every thirty days), provided that prior to each Disbursement, the Department receives a completed Disbursement Request Form substantially in the form of Exhibit C attached hereto from the Borrower and all supporting documentation reasonably required by the Department to determine the eligibility of the expenses for which the Disbursement is requested. DRAFT The Disbursement/Payment Schedule (Exhibit B) reflects the currently estimated total Disbursements during each State Fiscal Year in which the Loan is expected to disburse. Under no circumstances shall the total sum of the Disbursements to or on behalf of the Borrower for all Project phases exceed Twenty Five Million Five Hundred Thousand Dollars ($25,500,000). The Department's obligation to fund any disbursement that such Lender does not intend Disbursement is subject to funds being made available by an appropriation made pursuant to Florida law. Disbursements will only be made for eligible capital costs actually incurred for the Project, as determined by the Department. No Disbursement will be made for work on the Project self- performed by the Borrower (including work performed by affiliates of the Borrower), travel or overhead of the Borrower. For the purpose of this paragraph “affiliate” means a predecessor, successor, parent, or subsidiary of the Borrower; any business entity in which a member, officer, director, or owner of the Borrower has a financial interest; and the officers, directors, executives, members, and shareholders of the Borrower and its affiliates. Travel expenses incurred by the Borrower’s consultants or contractors shall only be eligible for payment through a Disbursement when incurred in accordance with Section 112.061, Florida Statutes. Requests for Disbursement to pay consultant or contractor travel expenses shall include a completed Department Contractor Travel Form No. 000-000-00. The Borrower shall utilize the Disbursements solely for eligible costs of the Project. The Department will have no obligation to make available to Administrative Agent such Lender’s Pro Rata Share any Disbursement under this Agreement in the event the Department has notified the Borrower that an event of such disbursementdefault has occurred under this or any other agreement between the Borrower and the Department, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at or if the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative AgentDepartment, in its sole discretion, maydetermines that events have occurred which substantially diminish the likelihood that the Borrower will timely and fully honor its obligations under this Agreement or any other agreement between the Department and the Borrower. Any waiver of this provision by Disbursement following an event of default by the Borrower under the terms of this Agreement, but shall or any other agreement between the Borrower and the Department, will not be obligated to, fund to Borrowers such Lender’s Pro Rata Share constitute a continuing waiver of such disbursement. If Administrative Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement this provision and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent Department may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder refuse to make its Pro Rata Share of disbursements on further Disbursements without any liability to the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursementBorrower whatsoever.

Loan Disbursements. (a) On Promptly after receipt of a Notice of Borrowing for a Loan to be made pursuant to Section 2.01, but in no event later than one (1) Business Day prior to the Effective Dateproposed Funding Date for a Base Rate Loan or two (2) Business Days prior to the proposed Funding Date for a LIBOR Loan, Agent shall notify each Lender of the proposed Borrowing and the Funding Date set forth therein. Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s 's Pro Rata Share of the Loan such Borrowing in immediately available funds not later than the times designated in Section 12.3(b11.03(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date prior to such time for funding in respect of any disbursement Borrowing that such Lender does not intend to make available to Administrative Agent such Lender’s 's Pro Rata Share of such disbursementBorrowing, Administrative Agent may assume that such Lender shall make has made such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative and Agent, in its sole discretion, may, but shall not be obligated to, fund make available to Borrowers such Lender’s Pro Rata Share of such disbursementBorrower a corresponding amount. If Administrative such corresponding amount is not in fact made available to Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement and if by such Lender subsequently pays on or prior to Administrative a Funding Date, such Lender agrees to pay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at the Federal Funds Rate. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s 's Pro Rata Share of such disbursementBorrowing. Nothing in this Section 12.3(a) If such Lender shall alter not pay to Agent such corresponding amount after reasonable attempts are made by Agent to collect such amounts from such Lender, Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the respective rights and obligations of date such amount is made available to Borrower until the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advancedate such amount is repaid to Agent, at the interest rate applicable thereto. (b) Requests by Administrative Agent for funding by Lenders of disbursements Loans will be made by telecopy. Each Lender shall make the amount of its disbursement Loan available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 10:00 A.M. (San Francisco California time) on the date Funding Date designated by Administrative Agent in the Notice of Borrowing with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Loan. Nothing in this Section 12.3 11.03(b) shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements Loans on the date designated by Administrative Agentany Funding Date, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement Loan hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursementLoan.

Loan Disbursements. (a) On Not later than the Effective next Business Day following receipt of a Notice of Borrowing, the Administrative Agent shall send a copy thereof by facsimile to each other Lender and shall otherwise notify each Lender of the proposed Borrowing and the Funding Date, each . Each Lender shall make available to the Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s 's Pro Rata Share of the Loan such Borrowing in immediately available funds not later than the times designated in Section 12.3(b11.3(b). Unless the Administrative Agent shall have been notified by any --------------- Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date prior to such time for funding in respect of any disbursement Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s 's Pro Rata Share of such disbursementBorrowing, the Administrative Agent may assume that such Lender shall make has made such amount available to the Administrative Agent. If In any case where a Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but (a "Non-Funding Lender") does not for any reason make available to the Administrative Agent such Non-Funding Lender’s 's Pro Rata Share of such disbursementBorrowing, the other Lenders ("Funding Lenders") in their sole discretion may, but shall not be obligated to, fund to Borrower such Non-Funding Lender's Pro Rata Share of such Borrowing. If the amount so funded by Funding Lender is not in fact made available to Funding Lenders by the Non-Funding Lender, then Borrower agrees to repay to Funding Lenders within five (5) Business Days after demand by the Administrative Agent such amount, together with interest thereon at the Variable Rate for each day from the date such amount is made available to Borrower until the date such amount is repaid to Funding Lenders. In addition, such Non-Funding Lender shall agrees to pay to Administrative Agent Funding Lenders forthwith on demand such corresponding amount, together with interest thereon at the Federal Funds Rate. In any case where a If Non-Funding Lender does not for any reason make available shall pay to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Non-Funding Lender’s 's Pro Rata Share of such disbursementBorrowing, and if both such Non-Funding Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, the Administrative Agent shall promptly return to Borrower such corresponding amount in same day funds; interest paid by Borrower in respect of such corresponding amount shall be prorated, as of the date of payment thereof by such Non-Funding Lender to Funding Lenders. Nothing in this Section 12.3(a) 11.3 shall alter the respective rights and obligations of the ------------ parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata AdvanceLoan. (b) Requests by the Administrative Agent for funding by Lenders of disbursements Loans will be made by telecopy. Each Lender shall make the amount of its disbursement Loan available to the Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El SegundoPittsburgh, California (to such bank and account in such other place) Pennsylvania, as Administrative Agent may designate, not later than 9:00 A.M. 11:00 a.m. (San Francisco timeEastern Time) on the date Funding Date designated by Administrative Agent in the Notice of Borrowing with respect to such disbursementLoan, which date shall be not but, except as otherwise set forth in Section 2. 1(b)(i), in no event ------------------ earlier than three two (32) Business Days following Lender’s 's receipt of Administrative Agent’s requestthe applicable Notice of Borrowing. (c) Nothing in this Section 12.3 11.3 shall be deemed to relieve ------------ any Lender of its obligation hereunder to make its Pro Rata Share of disbursements Loans on the date designated by Administrative Agentany Funding Date, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement Loan hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursementLoan.

Loan Disbursements. (a) On Not later than the Effective next Business Day following receipt of a Notice of Borrowing, Agent shall send a copy thereof by facsimile to each other Lender and shall otherwise notify each Lender of the proposed Borrowing and the Funding Date, each . Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s 's Pro Rata Share of the Loan such Borrowing in immediately available funds not later than the times time designated in Section 12.3(b11.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Effective Date prior to such time for funding in respect of any disbursement Borrowing that such Lender does not intend to make available to Administrative Agent such Lender’s 's Pro Rata Share of such disbursementBorrowing, Administrative Agent may assume that such Lender shall make has made such amount available to Administrative Agent. If any a Lender (a "Non-Funding Lender") does not notify Administrative Agent of its intention not to make available its to Agent such Lender's Pro Rata Share of such disbursement as described aboveBorrowing, any other Lender (a "Funding Lender") in its sole discretion may, but does shall not for be obligated to, fund to Borrower, all or any reason make available to Administrative Agent part of such Non-Funding Lender’s 's Pro Rata Share of such disbursement, such Borrowing. Such Non-Funding Lender shall pay to Administrative Agent forthwith such Funding Lender on demand the amount so funded by such amountFunding Lender, together with interest thereon at the Federal Funds Rate. In any case where a If such Non-Funding Lender does not for any reason make available to Administrative Agent pays such Funding Lender the amount so funded by such Funding Lender’s , then such amount shall constitute all or part of such Non-Funding Lender's Pro Rata Share of such disbursementBorrowing. If, Administrative Agenthowever, in its sole discretionthe amount so funded by such Funding Lender is not made available to such Funding Lender by the Non-Funding Lender, maythen Borrower agrees to repay such Funding Lender such amount, but shall not be obligated to, fund together with interest thereon at the Base Rate for each day from the date such amount is made available to Borrowers Borrower until the date such amount is repaid to such Funding Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers both such Lender’s Pro Rata Share of such disbursement Non-Funding Lender and if such Lender subsequently pays to Administrative Agent Borrower shall have paid and repaid, respectively, such corresponding amount, such Funding Lender shall promptly return to Borrower the refunded amount so in same day funds, together with the interest thereon that Borrower paid shall constitute to such Funding Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a11.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata AdvanceLoan. (b) Requests by Administrative Agent for funding by Lenders of disbursements Loans will be made by telecopy. Each Lender shall make the amount of its disbursement Loan available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 10:00 A.M. (San Francisco California time) , on the date Funding Date designated by Administrative Agent in the Notice of Borrowing with respect to such disbursementLoan, which date shall be not but in no event earlier than three two (32) Business Days following Lender’s 's receipt of Administrative Agent’s requestthe applicable Notice of Borrowing. (c) Nothing in this Section 12.3 11.3(a) shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements Loans on the date designated by Administrative Agentany Funding Date, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations obligation to make any disbursement Loan hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursementLoan.

Loan Disbursements. (a) On Following receipt of a complete Application for Payment, Administrative Agent shall send a copy thereof by facsimile to each other Lender and shall otherwise notify each Lender of the Effective Date, each proposed disbursement and the Funding Date (as such term is defined in Exhibit D attached hereto). Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan such disbursement in immediately available funds not later than the times designated in Section 12.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco Eastern time) on the Business Day immediately preceding the Effective Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. (a) On Following receipt of a complete Application for Payment, Administrative Agent shall send a copy thereof by facsimile to each other Lender and shall otherwise notify each Lender of the Effective Date, each proposed disbursement and the Funding Date (as such term is defined in Exhibit C attached hereto). Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan such disbursement in immediately available funds not later than the times designated in Section 12.3(b11.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business 2:00 PM (San Francisco Cleveland time) on the Business Day immediately preceding the Effective Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Effective Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a11.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco time) on the date designated by Administrative Agent with respect to such disbursement, which date shall be not earlier than three (3) Business Days following Lender’s receipt of Administrative Agent’s request. (c) Nothing in this Section 12.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agent, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. (a) On Each Lender (or, in the Effective Datecase of any Loan Increase, each Lender Additional Lender) shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s (or Additional Lender’s) Pro Rata Share of the Loan such disbursement in immediately available funds not later than the times designated in Section 12.3(b10.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco Pacific time) on the Business Day immediately preceding the Effective Funding Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a10.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender (or, in the case of any Loan Increase, each Additional Lender) shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco Pacific time) on the date Funding Date designated by Administrative Agent with respect to such disbursement, which date shall be not but in no event earlier than three two (32) Business Days following Lender’s receipt of Administrative Agent’s requestthe applicable request for an advance of the Loan. (c) Nothing in this Section 12.3 10.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agentany Funding Date, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.

Loan Disbursements. (a) On the Effective Date, each Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of the Loan such disbursement in immediately available funds not later than the times designated in Section 12.3(b10.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco Pacific time) on the Business Day immediately preceding the Effective Borrowing Date in respect of any disbursement that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement. If Administrative Agent funds to Borrowers Borrower such Lender’s Pro Rata Share of such disbursement and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this Section 12.3(a10.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance. (b) Requests by Administrative Agent for funding by Lenders of disbursements will be made by telecopy. Each Lender shall make the amount of its disbursement available to Administrative Agent in Dollars and in immediately available funds, to such bank and account, in El Segundo, California (or to such bank and account in such other place) as Administrative Agent may designate, not later than 9:00 A.M. (San Francisco Pacific time) on the date Borrowing Date designated by Administrative Agent with respect to such disbursement, which date shall be not but in no event earlier than three two (32) Business Days following Lender’s receipt of Administrative Agentthe applicable request for disbursement of a Fixed Rate Loan or one (1) Business Day following Lender’s requestreceipt of the applicable request for disbursement of a Variable Rate Loan. (c) Nothing in this Section 12.3 10.3 shall be deemed to relieve any Lender of its obligation hereunder to make its Pro Rata Share of disbursements on the date designated by Administrative Agentany Borrowing Date, nor shall Administrative Agent or any Lender be responsible for the failure of any other Lender to perform its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make a disbursement.