Common use of Review by Disbursement Agent Clause in Contracts

Review by Disbursement Agent. The Disbursement Agent shall act in good faith in the performance of its duties hereunder. Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right, but shall have no obligation, to meet periodically at reasonable times upon reasonable advance notice with representatives of each of the Agent, each Borrower, the Construction Consultant and such other employees, consultants or agents thereof as the Disbursement Agent shall reasonably request to be present for such meetings. In addition, the Disbursement Agent shall have the right, but shall have no obligation, at reasonable times during customary business hours and at reasonable intervals upon prior notice to review, to the extent it deems reasonably necessary or appropriate to permit it to perform its duties hereunder, all information (including Construction Contracts) supporting any Disbursement Request and any certificates in support of any of the foregoing. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrowers that are reasonably necessary or appropriate to permit it to perform its duties hereunder, including, without limitation, bills of sale, statements, receipts, contracts or agreements, which relate to any materials, fixtures or articles incorporated into a Project (excluding each of the foregoing which is subject to attorney client privilege, attorney work product or subject to confidentiality restrictions binding on the Borrowers). The rights of the Disbursement Agent under this Section 3.4 shall not (a) extend any review or response periods in Section 4.1.1 of this Agreement, or (b) be construed as an obligation, it being understood that the Disbursement Agent’s duty is solely limited to act upon certificates and Disbursement Requests submitted by the Borrowers and instructions of the Agent hereunder, and the Disbursement Agent shall be protected in acting upon any Disbursement Request which appears to be valid on its face and to be duly executed by an authorized representative of a Borrower.

Review by Disbursement Agent. The Disbursement Agent shall act in good faith in the performance of its duties hereunder. Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right, but shall have no obligation, to meet periodically at reasonable times upon reasonable advance notice with representatives of each of the Administrative Agents, the Second Lien Collateral Agent, each the Borrower, the Cost Consultant, the Construction Consultant and such other employees, consultants or agents thereof as the Disbursement Agent shall reasonably request to be present for such meetings. In addition, the Disbursement Agent shall have the right, but shall have no obligation, at reasonable times during customary business hours and at reasonable intervals upon prior notice to review, to the extent it deems reasonably necessary or appropriate to permit it to perform its duties hereunder, all information (including Construction Contracts) supporting any Disbursement Request and any certificates in support of any of the foregoing. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrowers that Loan Parties which are reasonably necessary or appropriate to permit it to perform its duties hereunder, including, without limitation, bills of sale, statements, receipts, contracts or agreements, which relate to any materials, fixtures or articles incorporated into a the Project (excluding each of the foregoing which is subject to attorney client privilege, attorney work product privilege or subject to confidentiality restrictions binding on the BorrowersLoan Parties or their Subsidiaries). The rights of the Disbursement Agent under this Section 3.4 shall not (a) extend any review or response periods in Section 4.1.1 of this Agreement, or (b) be construed as an obligation, it being understood that the Disbursement Agent’s duty is solely limited to act upon certificates and Disbursement Requests submitted by the Borrowers Borrower and instructions of the Administrative Agents and the Second Lien Collateral Agent hereunder, and the Disbursement Agent shall be protected in acting upon any Disbursement Request which appears to be valid on its face and to be duly executed by an authorized representative of a the Borrower.

Review by Disbursement Agent. The Disbursement Agent shall act in good faith exercise commercially reasonable efforts and utilize commercially prudent practices in the performance of its duties hereunderhereunder consistent with those of similar institutions holding similar collateral, administering similar construction loans and disbursing similar disbursement control funds. Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right, but shall have no obligation, to meet periodically at reasonable times upon reasonable advance notice with representatives of each of the Agent, each BorrowerTrustee, the Issuer, the Independent Construction Consultant and such other employees, consultants or agents thereof as the Disbursement Agent shall reasonably request to be present for such meetings. In addition, the Disbursement Agent shall have the right, but shall have no obligation, at reasonable times during customary business hours and at reasonable intervals upon prior notice to review, to the extent it deems reasonably necessary or appropriate to permit it to perform its duties hereunder, all information (including Construction Contracts) supporting any Construction Disbursement Request and any certificates in support of any of the foregoing. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrowers that Issuer which are reasonably necessary or appropriate to permit it to perform its duties hereunder, including, without limitation, bills of sale, statements, receipts, contracts or agreements, which relate to any materials, fixtures or articles incorporated into a Project (excluding each of the foregoing which is subject to attorney client privilege, attorney work product or subject to confidentiality restrictions binding on the Borrowers)Resort. The rights of the Disbursement Agent under this Section 3.4 shall not (a) extend any review or response periods in Section 4.1.1 of this Agreement, or (b) be construed as an obligation, it being understood that the Disbursement Agent’s 's duty is solely limited to act upon certificates and Disbursement Requests draw requests submitted by the Borrowers and instructions of the Agent hereunder, Issuer and the Disbursement Agent shall be protected in acting upon any Disbursement Request which appears to be valid on its face and to be duly executed by an authorized representative of a BorrowerTrustee hereunder.

Review by Disbursement Agent. The Disbursement Agent shall act in good faith exercise commercially reasonable efforts and utilize commercially prudent practices in the performance of its duties hereunderhereunder consistent with those of similar institutions holding similar collateral and disbursing similar disbursement control funds. Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right, but shall have no obligation, to meet periodically at reasonable times upon reasonable advance notice with representatives of each of the Agent, each BorrowerTrustee, the Issuer, the Independent Construction Consultant and such other employees, consultants or agents thereof as the Disbursement Agent shall reasonably request to be present for such meetings. In addition, the Disbursement Agent shall have the right, but shall have no obligation, at reasonable times during customary business hours and at reasonable intervals upon prior notice to review, to the extent it deems reasonably necessary or appropriate to permit it to perform its duties hereunder, all information (including Construction Contracts) supporting any Disbursement Request and any certificates in support of any of the foregoing. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrowers that Issuer which are reasonably necessary or appropriate to permit it to perform its duties hereunder, including, without limitation, bills of sale, statements, receipts, contracts or agreements, which relate to any materials, fixtures or articles incorporated into a Project (excluding each of the foregoing which is subject to attorney client privilege, attorney work product or subject to confidentiality restrictions binding on the Borrowers)Facility. The rights of the Disbursement Agent under this Section SECTION 3.4 shall not (a) extend any review or response periods in Section 4.1.1 of this Agreement, or (b) be construed as an obligation, it being understood that the Disbursement Agent’s 's duty is solely limited to act upon certificates and Disbursement Requests draw requests submitted by the Borrowers and instructions of the Agent hereunder, Issuer and the Disbursement Agent shall be protected in acting upon any Disbursement Request which appears to be valid on its face and to be duly executed by an authorized representative of a BorrowerTrustee hereunder.

Review by Disbursement Agent. The Disbursement Agent shall act in good faith in the performance of its duties hereunder. Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right, but shall have no obligation, to meet periodically at reasonable times upon reasonable advance notice with representatives of each of the Administrative Agent, each the Borrower, the Construction Consultant and such other employees, consultants consultants, counsel or agents thereof as the Disbursement Agent shall reasonably request to be present for such meetings. In addition, the Disbursement Agent shall have the right, but shall have no obligation, at reasonable times during customary business hours and at reasonable intervals upon prior notice notice, to review, to the extent it deems reasonably necessary or appropriate to permit it to perform its duties hereunder, all information (including Construction Contracts) supporting any Disbursement Request and any certificates in support of any of the foregoing. The Disbursement Agent shall be entitled entitled, but shall have no obligation, to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrowers that Borrower or the other Loan Parties which are reasonably necessary or appropriate to permit it to perform its duties hereunder, including, without limitation, including bills of sale, statements, receipts, contracts or agreements, which relate agreements to the extent related to any materials, fixtures or articles incorporated into a items covered by the Project Budget (excluding each of the foregoing which is subject to attorney attorney-client privilege, attorney privilege or attorney-work product or subject to confidentiality restrictions binding on the Borrowersproduct). The rights of the Disbursement Agent under this Section 3.4 shall not (a) extend any review or response periods in Section 4.1.1 of granted to the Agents or the Construction Consultant under this Agreement, provided that the Borrower or the other Loan Parties are reasonably cooperating to provide Disbursement Agent with the requested information; or (b) be construed as an obligation, it being understood that the Disbursement Agent’s duty is solely limited to act upon certificates and Disbursement Requests submitted by the Borrowers Borrower and instructions of the Collateral Agent hereunderand/or the Administrative Agent, as applicable, pursuant to the terms hereof (and, in the case of Section 3.4.2, invoices submitted by the Construction Consultant), and the Disbursement Agent shall be protected in acting upon any Disbursement Request which appears to be valid on its face and to be duly executed by an authorized representative of a the Borrower.

Review by Disbursement Agent. The Disbursement Agent shall act in good faith exercise commercially reasonable efforts and utilize commercially prudent practices in the performance of its duties hereunderhereunder consistent with those of similar institutions holding similar collateral, administering similar construction loans and disbursing similar disbursement control funds. Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right, but shall have no obligation, to meet periodically at reasonable times upon reasonable advance notice with representatives of each of the Agent, each BorrowerTrustee, the Authority, the Independent Construction Consultant and such other employees, consultants or agents thereof as the Disbursement Agent shall reasonably request to be present for such meetings. In addition, the Disbursement Agent shall have the right, but shall have no obligation, at reasonable times during customary business hours and at reasonable intervals upon prior notice to review, to the extent it deems reasonably necessary or appropriate to permit it to perform its duties hereunder, all information (including Construction Contracts) supporting any Disbursement Request and any certificates in support of any of the foregoing. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrowers that Authority which are reasonably necessary or appropriate to permit it to perform its duties hereunder, including, without limitation, bills of sale, statements, receipts, contracts or agreements, which relate to any materials, fixtures or articles incorporated into a Project (excluding each of the foregoing which is subject to attorney client privilege, attorney work product or subject to confidentiality restrictions binding on the Borrowers)Facility. The rights of the Disbursement Agent under this Section 3.4 shall not (a) extend any review or response periods in Section 4.1.1 of this Agreement, or (b) be construed as an obligation, it being understood that the Disbursement Agent’s 's duty is solely limited to act upon certificates and Disbursement Requests draw requests submitted by the Borrowers and instructions of the Agent hereunder, Authority and the Disbursement Agent shall be protected in acting upon any Disbursement Request which appears to be valid on its face and to be duly executed by an authorized representative of a BorrowerTrustee hereunder.

Review by Disbursement Agent. The Disbursement Agent shall act in good faith in the performance of its duties hereunder. Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right, but shall have no obligation, to meet periodically at reasonable times upon reasonable advance notice with representatives of each of the Administrative Agent, each the Second Lien Collateral Agent, the Borrower, the Construction Consultant and such other employees, consultants or agents thereof as the Disbursement Agent shall reasonably request to be present for such meetings. In addition, the Disbursement Agent shall have the right, but shall have no obligation, at reasonable times during customary business hours and at reasonable intervals upon prior notice to review, to the extent it deems reasonably necessary or appropriate to permit it to perform its duties hereunder, all information (including Construction Contracts) supporting any Disbursement Request and any certificates in support of any of the foregoing. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrowers that Loan Parties which are reasonably necessary or appropriate to permit it to perform its duties hereunder, including, without limitation, bills of sale, statements, receipts, contracts or agreements, which relate to any materials, fixtures or articles incorporated into a the Project (excluding each of the foregoing which is subject to attorney client privilege, attorney work product privilege or subject to confidentiality restrictions binding on the BorrowersLoan Parties or their Subsidiaries). The rights of the Disbursement Agent under this Section 3.4 shall not (a) extend any review or response periods in Section 4.1.1 of this Agreement, or (b) be construed as an obligation, it being understood that the Disbursement Agent’s duty is solely limited to act upon certificates and Disbursement Requests submitted by the Borrowers Borrower and instructions of the Administrative Agent and the Second Lien Collateral Agent (and, in the case of Section 3.3.2, invoices submitted by the Construction Consultant) hereunder, and the Disbursement Agent shall be protected in acting upon any Disbursement Request which appears to be valid on its face and to be duly executed by an authorized representative of a the Borrower.

Review by Disbursement Agent. The Disbursement Agent shall act in good faith in the performance of its duties hereunder. Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right, but shall have no obligation, to meet periodically at reasonable times upon reasonable advance notice with representatives of each of the Administrative Agent, each the Facility Manager, the Borrower, the Developer, the Architect, the Construction Consultant and such other employees, consultants or agents thereof as the Disbursement 16 Agent shall reasonably request to be present for such meetings. In addition, the Disbursement Agent shall have the right, but shall have no obligation, at reasonable times during customary business hours and at reasonable intervals upon prior notice to review, to the extent it deems reasonably necessary or appropriate to permit it to perform its duties hereunder, all information (including Construction Contracts) supporting any Disbursement Request and any certificates in support of any of the foregoing. The Disbursement Agent shall be entitled entitled, but shall have no obligation, to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrowers that Loan Parties which are reasonably necessary or appropriate to permit it to perform its duties hereunder, including, without limitation, including bills of sale, statements, receipts, contracts or agreements, which relate to any materials, fixtures or articles incorporated into a Project (excluding each of the foregoing which is subject to attorney client privilege, attorney work product or subject to confidentiality restrictions binding on the Borrowers)Project. The rights of the Disbursement Agent under this Section 3.4 shall not (a) extend any review or response periods in Section 4.1.1 of this Agreement, or (b) be construed as an obligation, it being understood that the Disbursement Agent’s duty is solely limited to act upon certificates and Disbursement Requests submitted by the Borrowers Borrower and instructions of the Agent hereunderAdministrative Agent, and the Disbursement Agent shall be protected in acting upon any Disbursement Request which appears to be valid on its face and to be duly executed by an authorized representative of a the Borrower.

Review by Disbursement Agent. The Disbursement Agent shall act in good faith in the performance of its duties hereunder. Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right, but shall have no obligation, to meet periodically at reasonable times upon reasonable advance notice with representatives of each of the Administrative Agent, each the Borrower, the Architect, the Construction Manager, the EV Contractor, the EV Architect, the Construction Consultant and such other employees, consultants consultants, counsel or agents thereof as the Disbursement Agent shall reasonably request to be present for such meetings. In addition, the Disbursement Agent shall have the right, but shall have no obligation, at reasonable times during customary business hours and at reasonable intervals upon prior notice notice, to review, to the extent it deems reasonably necessary or appropriate to permit it to perform its duties hereunder, all information (including Construction Contracts) supporting any Disbursement Request and any certificates in support of any of the foregoing. The Disbursement Agent shall be entitled entitled, but shall have no obligation, to examine, copy and make extracts of the books, records, accounting data and other documents of the Borrowers that Borrower or the other Loan Parties which are reasonably necessary or appropriate to permit it to perform its duties hereunder, including, without limitation, including bills of sale, statements, receipts, contracts or agreements, which relate agreements to the extent related to any materials, fixtures or articles incorporated into a the Project (excluding each of the foregoing which is subject to attorney attorney-client privilege, attorney privilege or attorney-work product or subject to confidentiality restrictions binding on the Borrowersproduct). The rights of the Disbursement Agent under this Section 3.4 shall not (a) extend any review or response periods in Section 4.1.1 of granted to the Agents or the Construction Consultant under this Agreement, provided that Borrower or the other Loan Parties are reasonably cooperating to provide Disbursement Agent with the requested information; or (b) be construed as an obligation, it being understood that the Disbursement Agent’s duty is solely limited to act upon certificates and Disbursement Requests submitted by the Borrowers Borrower and instructions of the Collateral Agent hereunderand/or the Administrative Agent, as applicable, pursuant to the terms hereof (and, in the case of Section 3.4.2, invoices submitted by the Construction Consultant), and the Disbursement Agent shall be protected in acting upon any Disbursement Request which appears to be valid on its face and to be duly executed by an authorized representative of a the Borrower.