Common use of Subsequent Disbursements Clause in Contracts

Subsequent Disbursements. Subject to the satisfaction of the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) and in reliance on the representations and warranties in the Loan Documents, to the extent the Borrower provides a written notice to the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by all such Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent Disbursement.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject (a) Draw B shall be made by Lender following receipt of Borrower's written request, provided that, prior to the satisfaction funding of Draw B, Borrower shall furnish the following to Lender, all of which must be in form, substance and execution satisfactory to Lender: (i) Borrower has delivered to Lender all items in Section 5.1, to the extent that such items apply or could apply to the Mervyn's Acquisition, including 5.1 a, b, c, d, f, g, l, and m. (ii) Borrower has delivered to Lender an amendment to Mortgage and environmental indemnity agreement in form and substance acceptable to Lender in its sole discretion, increasing the amount of the Mortgage and adding the property from the Mervyn's Acquisition as additional security for the Loan. Borrower hereby agrees to pay any costs related to the foregoing amendment, including without limitation all recording costs, mortgage tax, title costs, and reasonable attorney's fees; (iii) Borrower has caused the Title Company to issue an endorsement to the Title Policy, which endorsement insures that no claim exists which constitutes a cloud on the Lender's secured position established by the insured Mortgage and that no matters exist subordinate to the Mortgage which are unacceptable to the Lender; accelerates the effective date of the Title Policy to the date of the requested Disbursement; and covers the amount of the requested Disbursement so that the total amount insured by the Title Policy equals the total amount disbursed by Lender under the terms of this Agreement, an endorsement to the Title Policy to add the property described in the Mervyn's Acquisition, and any other endorsement to Title Policy that the Lender deems necessary to protect its security interest (or at the option of the Lender, confirmation from the Title Agent that all requirements for the issuance of such an endorsement have been satisfied and confirmation that the Title Insurer will issue such an endorsement within a specified time acceptable to the Lender). (iv) Evidence that all conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b6.5 below shall have been met. (v) and in reliance on the representations and warranties in the Loan Documents, All conditions to the extent Initial Disbursement have been met, and the Initial Disbursement has been funded by Lender. (vi) Borrower provides a written has delivered to Lender an updated Certificate of Compliance, certifying among other things, the names of all tenants who have given their notice to terminate or not renew their existing lease. (vii) Borrower has delivered to Lender a certified current revised rent roll for the Agent Project. (b) Prior to the funding of each Subsequent Draw, Borrower shall furnish the following to Lender, all of which must be in form, substance and each execution satisfactory to Lender in its sole and absolute discretion: (i) Borrower has delivered to Lender an amendment to Mortgage in form and substance reasonably satisfactory acceptable to Agent and each such Lender from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by all such Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent Disbursement.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by increasing the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amountMortgage. Borrower hereby agrees to pay any costs related to the foregoing amendment, including without limitation all recording costs, mortgage tax, title costs, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.reasonable attorney's fees;

Subsequent Disbursements. Subject The Borrower may submit (not more than twice a month) a properly completed Draw Application accompanied by the Inspection Fee (which may be deducted from each draw) for each subsequent Loan Disbursement under the Loan, in an amount which equals the lesser of: (i) the Completion Percentage as reasonably determined by Lender's Inspector, less all amounts previously advanced under the Loan, or (ii) the budgeted amounts available for the development of said Improvements under the Development Budget, as approved by the Lender. Requests for site development advances shall be supported by receipts for payment for labor performed and materials installed, or invoices for work performed, in a manner deemed sufficient by the Lender, provided however: (A) The Borrower shall provide a detailed budget outlining costs, preliminarily budgeted as follows: Lot Development Costs* 3,282,500.00 Soft Costs** 364,200.00 Interest Reserve*** 325,000.00 * The Lender shall not disburse any proceeds under this budgeted item unless and until the Borrower has first provided to the satisfaction Lender copies of invoices or sufficient evidence in support of the conditions set forth draw request, which must first be reviewed and approved by the Lender. In addition, the Lender shall have no obligation to disburse funds under this budgeted item, in Section 4.1excess of $2,000,000.00 unless and until the Borrower has timely paid the Land Advance Curtailment in full. ** The Lender will disburse sixty-six percent (66.00%) of the actual costs incurred in this category, Section 4.2 and this Section 2.2(b) and in reliance on for all soft costs funded, including engineering, surveying, marketing, legal, permits, etc. The Borrower shall pay for the representations and warranties in balance of the soft costs using the Borrower's Funds. *** Proceeds from the Loan Documents, to the extent the Borrower provides a written notice to the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by all such Lenders in their sole discretion) with the proposed date of funding being required to shall be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused allocated by the Facility Termination Date occurring or any earlier date Lender for the purpose of termination based on remedies available upon (or at paying the time of) the occurrence monthly payments of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Borrower on the proposed date of fundinginterest coming due under Note 1, up to $325,000.00. Nothing contained herein shall adversely affect the principal Borrower's obligations under any note. All budgeted items are subject to verification by a consulting engineer, with requests for advances to be approved by the Lender's designated inspector and/or consulting engineer at a reasonable cost to be determined by the Lender, to be deducted from each draw; (B) Any amounts necessary to effect corrections to the Work that arise from violations of building codes or structural defects, defective workmanship or materials, or other matters, may be deducted from a disbursement by the Lender; and (C) In no event shall the total aggregate amount of any remaining disbursements for acquisition and development exceed the lesser of: (i) the applicable Loan-To-Value Ratio as determined by an Appraisal, or (ii) $8,243,300.00 outstanding at any one time (the "Development Disbursements"). All subsequent Loan Disbursements shall be further subject to the Borrower's compliance with all of the terms and provisions set forth opposite such Lender’s name in Annex A under herein, including Exhibit D, and paying all of the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement remaining development Costs from the Borrower's Funds. Within five (5) business days after approval of a Draw Application, which shall not be unreasonably withheld or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b)delayed, each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent a subsequent Loan Disbursement Share of such Subsequent Disbursement requested based on the Draw Application as approved by the Borrower pursuant to such written notice available to the Borrower Lender and on the proposed date terms and conditions of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent DisbursementDevelopment Agreement.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject 5.2.1 Prior to the satisfaction of the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) and in reliance on the representations and warranties in the Loan Documents, to the extent the Borrower provides a written notice to the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by all such Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day making any Advances after the Agreement Date until Initial Disbursement, except for the final Advance, the following additional conditions shall have been satisfied, as determined by Bank: (but not includinga) January 5, 2020 (or such earlier date All specific requirements for the disbursement set forth in the proviso Disbursement Schedule shall have been satisfied. (b) No Event of Default shall exist. (c) The representations and warranties of Borrower in this Agreement and the other Borrower Loan Documents shall be true and correct in all material respects on and as of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitmentdisbursement with the same effect as if made on such date. (d) The Improvements shall not have been damaged by fire or other casualty unless Bank has determined that Bank will receive proceeds sufficient in Bank’s judgment to effect the satisfactory restoration of the Improvements and permit Project Completion prior to the Completion Date. (e) If required by Bank, Bank shall have received confirmation to its satisfaction that (f) If Bank has determined that the “Remaining Subsequent Disbursement Commitment Termination Date”undisbursed proceeds of the Borrower Loan, together with Borrower’s Funds (if any), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees are insufficient to lend pay all costs to complete rehabilitation (g) If required by Bank, (A) Title Insurer shall have issued its continuation endorsement to the Borrower on Title Policy indicating that since the proposed date last preceding disbursement, there: (1) has been no change in the condition of funding, up title to the principal amount set forth opposite such Lender’s name in Annex A under Real Property; and (2) are no intervening liens that may now or hereafter take priority over the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan disbursement to be made, and (B) upon completion of the foundation, Title Insurer shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant have issued its foundation endorsement to the above terms in this Section 2.2(b)Title Policy insuring Bank that the foundation is constructed wholly within the boundaries of the Real Property and does not encroach on any easements or violate any covenants, each Lender holding a Subsequent Disbursement Commitment conditions or restrictions or any Governmental Requirement. (h) Bank shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has have received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1there are no liens on Personal Property, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless except as otherwise agreed to by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent DisbursementBank.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject Upon Borrower’s review, due diligence, and approval of investment candidates in accordance with Exhibits I, II, III, and V, Borrower shall submit a disbursement request to Director in a form and substance acceptable to the satisfaction Director. Within 10 days of receipt of the conditions set forth in Section 4.1disbursement request from Borrower, Section 4.2 and this Section 2.2(b) and in reliance on Director shall review the representations and warranties request to ensure that the proposed investment is to an Ohio company, is in the agreed-upon stage of development, is in a qualifying technology sector, is receiving matching funds at the agreed upon cost-share ratio outlined in Exhibit I, and if the aforementioned criteria are satisfied will approve the request. Upon approval of the disbursement request, Loan Documents, Funds will be transferred from the Dedicated Escrow Account directly to the extent entity receiving the investment. As the balance in the Dedicated Escrow Account is reduced through Borrower’s investments, Borrower may invoice Director for additional capital requests. If Due Diligence and Enhanced Management Fees were included in the proposed budget in Exhibit V, Borrower may invoice Director for those services as they are incurred. Such invoices shall be paid directly to the Borrower provides and shall not be deposited in the Dedicated Escrow Account. If a disbursement request or invoice for additional capital is not approved by Director, Director shall provide written notice to Borrower of the Agent reason for the lack of approval. Borrower shall have 30 days to respond to the written notice and supplement or amend the disbursement request or invoice as needed. As a condition precedent to each Lender disbursement of Loan Funds after the initial disbursement, Borrower shall furnish or cause to be furnished to the Director the following documents covering each disbursement, in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer the Director: Evidence of the Borrower (Cost Share Amount in the amount and with such written notice certifying that all such aforementioned ratio specified in Exhibit I and the approved budget included in Exhibit V on terms and conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment the Director; The subscription agreement for the entity in which Borrower plans to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by invest, along with all such Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied organizational documents for such Subsequent Disbursemententity; provided thatand Such other instruments, unless otherwise agreed by documents and information as the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent DisbursementDirector may reasonably request.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject ‌ 5.2.1 Prior to making any Advances after the Initial Disbursement, except for the final Advance, the following additional conditions shall have been satisfied, as determined by Bank:‌ (a) All specific requirements for the disbursement set forth in the Disbursement Schedule shall have been satisfied. (b) No Event of Default shall exist. (c) The representations and warranties of Borrower in this Agreement and the other Borrower Loan Documents shall be true and correct in all material respects on and as of the date of the disbursement with the same effect as if made on such date. (d) The Improvements shall not have been damaged by fire or other casualty unless Bank has determined that Bank will receive proceeds sufficient in Bank’s judgment to effect the satisfactory restoration of the Improvements and permit Project Completion prior to the Completion Date. (e) If required by Bank, Bank shall have received confirmation to its satisfaction that (A) to date, the Improvements have been constructed in accordance with the Plans and the Construction Contract (if any), and (B) the present state of construction of the Improvements will, barring the unforeseen and unknown delays, permit Project Completion on or before the Completion Date. (f) If Bank has determined that the undisbursed proceeds of the Borrower Loan, together with the undisbursed amount of the Subordinate Lender Loan designated for payment for construction of the Improvements and] Borrower’s Funds (if any), are insufficient to pay all costs to complete construction of the Improvements (and all other costs included within the Project Budget), Borrower shall have deposited into the Borrowers’ Funds Account cash in the amount of such shortfall as provided in Section 7.2. (g) If required by Bank, (A) Title Insurer shall have issued its continuation endorsement to the Title Policy indicating that since the last preceding disbursement, there: (1) has been no change in the condition of title to the Real Property; and (2) are no intervening liens that may now or hereafter take priority over the disbursement to be made, and (B) upon completion of the foundation, Title Insurer shall have issued its foundation endorsement to the Title Policy insuring Bank that the foundation is constructed wholly within the boundaries of the Real Property and does not encroach on any easements or violate any covenants, conditions or restrictions or any Governmental Requirement. (h) Bank shall have received satisfactory evidence that there are no liens on Personal Property, except as otherwise agreed to by Bank. (i) If required by Bank, Bank shall approve the subdivision map in final form as it was filed or recorded. (j) All amounts deposited into the Borrower’s Funds Account shall have been withdrawn by Borrower to cover Project costs in accordance with the terms and conditions of this Agreement, and the entire amount of the Subordinate Lender Loan shall have been fully disbursed [(except for any holdback not exceeding ten percent (10%) of the Subordinate Lender Loan)] by Subordinate Lender to or for the account of Borrower and applied towards Project costs. (k) Any special conditions set forth in the Special Conditions attached hereto as Exhibit C shall have been satisfied. 5.2.2 Upon satisfaction of the conditions set forth contained in Section 4.1Sections 5.2.1 and 5.4 (as applicable), Section 4.2 on or about the first day of each calendar month following commencement of construction of the Improvements, Contractor shall submit to Borrower a Draw Request showing the estimated cost of labor performed on and this Section 2.2(b) materials incorporated into the Improvements, a pro-rata portion of Contractor's profit and in reliance on the representations and warranties in the Loan Documents, that pro-rata portion of overhead of Contractor attributable to the extent the Borrower provides a written notice to the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer construction of the Borrower (Improvements. The original of such Draw Request, certified true and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied correct by Contractor and with such written notice being in form and substance reasonably satisfactory approved by Borrower, shall be submitted to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share Bank for payment. Upon verification of the Subsequent Disbursement at least fifteen (15) Business Days in advance accuracy of the proposed date Draw Request by inspection of the funding Real Property and Improvements (if required by Bank), Governmental Lender shall disburse the amount of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by all such Lenders the respective approved Draw Request in their sole discretion) accordance with the proposed date of funding being required Disbursement Schedule (i) directly to be a Business DayBorrower or, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence and during the continuance of an Event of Default) (, directly to Contractor or to such end date Persons as have actually supplied labor, materials or services in connection with the construction of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”Improvements (at Bank’s option as to whom and in what amounts payments are to be made), each Lender holding or (ii) if specifically required by Bank, through a Subsequent Disbursement Commitment severally but not jointly agrees fund control service acceptable to lend Bank under a fund control agreement in form and content acceptable to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent DisbursementBank.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject Following the First Disbursement, Borrower may request additional disbursements in connection with the acquisition of additional agricultural properties (herein, the “Subsequent Disbursements”) in an aggregate amount not to exceed Fifty-Eight Million Six Hundred Sixty-Eight Thousand One and 79/100 Dollars ($58,668,001.79) at any time after the First Disbursement but no later than December 31, 2016, provided that each of the following conditions has been satisfied on or before the date of disbursement: (1) The amount of each Subsequent Disbursement will be based on and limited such that the amount disbursed under the Loan shall not exceed 58% of the aggregate Appraised Value of the Real Property and any new agricultural property accepted by Lender as Collateral for Subsequent Disbursements (the “Future Property”), as established by appraisals in form and substance acceptable to Lender in all respects, and otherwise limited as provided in this Section 3.1(b). In no event shall the total aggregate Note A Disbursements exceed the lesser of One Hundred Million and No/100 Dollars ($100,000,000.00) or fifty-eight percent (58%) of the Appraised Value of the Collateral. Loan Agreement Loan Nos. 196914 and 196915 Gladstone Land Portfolio 75738955.8 0053564-00150 (2) The Subsequent Disbursements shall be used solely to fund acquisitions of Future Property and may not be used for any other purpose. The Future Property shall be acquired by a Property Owner or a separate Subsidiary entity established as a single asset entity by Borrower or Guarantor for such purpose (the “Future Property Owner”). As a condition to any Subsequent Disbursement for Future Property, such Future Property shall be subject to Lender’s review as to condition, quality, location, entitlement, improvement, water supplies and other characteristics in Lender’s sole and absolute discretion as Lender may apply in its customary underwriting and due diligence analysis. (3) All of the Collateral shall be free of mechanics’ liens, judgments, and all other encumbrances, with the exception of the Security Instruments and any Permitted Encumbrances, and any leases of the Future Property shall be subject to Lender’s review and approval in accordance with Section 4.10, which approval shall require, at a minimum, that such leases shall be subordinate to the liens in favor of Lender. Lender shall be granted a first priority lien on the Future Property. (4) Borrower, Property Owners and Guarantor shall execute and deliver to Lender, and shall cause the Future Property Owner to execute and deliver to Lender, such deeds of trust, security agreements, reaffirmations, restated guaranties or amendments and such other documents as Lender may deem necessary to document the additional disbursement in a manner consistent with the balance of the Loan Documents and to encumber the Future Property with first liens and security interests for the benefit of Lender. The Future Property Owner shall guaranty the Loan, jointly and severally with the other Property Owners regard to all of the obligations arising under the Loan, and the Guarantor shall confirm that its guaranty shall continue to apply to the Loan as so disbursed and secured. (5) Lender shall be provided with a mortgagee’s title insurance policy insuring the Lender’s first priority lien in the Future Property subject only to such encumbrances as Lender may approve in its sole and absolute discretion. The amount of the title insurance insuring the existing Security Instruments and the new liens to be established in connection with the Subsequent Disbursement shall be increased to equal to the amount of the Loan advanced. Loan Agreement Loan Nos. 196914 and 196915 Gladstone Land Portfolio 75738955.8 0053564-00150 (6) In the event that the acquisition of Future Property scheduled under either of the Subsequent Disbursements is not completed by December 31, 2016, or any of the other foregoing conditions not satisfied by such date, Lender shall at its option, be relieved of any obligation to make any Subsequent Disbursement or any other disbursements under Note A. (7) No Event of Default under the Loan Agreement, the Notes, the Security Instruments, or any of the Loan Documents shall have occurred prior to or at the time such Subsequent Disbursement is to be made, nor shall any event exist which with the giving of notice or the passage of time or both would constitute an Event of Default. (8) Property Owners are at the time of the Disbursement still the owners of the Real Property in the form existing as of the Closing Date, except to the extent of transfers otherwise permitted by Lender under the terms of the Loan Documents. (9) Lender shall have received such additional information and documentation, in a form and substance satisfactory to Lender, as Lender may reasonably request, confirming compliance with any and all of the covenants, representations and warranties contained in the Notes, the Security Instruments and Loan Documents, including without limitation a debt allocation agreement among the Property Owners regarding their respective contributions for the indebtedness relating to the Loan. (10) Concurrently with Borrower’s request for an Subsequent Disbursement, Borrower shall furnish to Lender the following materials: (i) a copy of the purchase agreement for its acquisition of the Future Property and all relevant conveyance documents; (ii) a copy of any appraisal obtained by Borrower; (iii) a current title report for the Future Property; (iv) copies of any leases applicable to the Future Property, together with a subordination agreement and estoppel certificate from the related tenant in the form required by Lender; (v) copies of all organizational documents relating to the Future Property Owner; and (vi) copies of such additional documents and materials as Lender shall request. (11) Written request for a Subsequent Disbursement is received by Lender from an Authorized Person (defined below) at least thirty (30) days prior to the Business Day on which funds are desired, accompanied by all supporting data as may be necessary to confirm the satisfaction of all conditions to Disbursement. No more than four (4) Subsequent Disbursements, excluding the First Disbursement, shall be permitted in any calendar year. (12) Lender, at its option, and in its sole discretion, may reject the request for any Subsequent Disbursement should it be determined by Lender, at its sole discretion, that the Borrower, through its combination of water sources, does not possess or reasonably anticipate obtaining adequate supplies of irrigation water to sufficiently irrigate and maintain the agricultural operations to be conducted on the Collateral. Loan Agreement Loan Nos. 196914 and 196915 Gladstone Land Portfolio 75738955.8 0053564-00150 (13) Borrower shall pay all costs incurred by Lender, including title insurance premiums and endorsement costs, reasonable legal fees of outside counsel, escrow fees, environmental audits, appraisal costs, recording fees and any other third party costs relating to the review of the proposed Future Property or the confirmation of the status of the existing Collateral, the Subsequent Disbursements and the satisfaction of the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(bforegoing conditions. (14) and in reliance on In the representations and warranties in event of any optional or required prepayment of principal by Borrower under the Loan Documents, to the extent the Borrower provides a written notice to the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer of the Borrower prepayment shall (and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount unless otherwise indicated by such Lender (or such shorter period agreed to by all such Lenders in their sole discretion) with the proposed date of funding being required to be a Business DayBorrower), from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence absence of an Event of Default) (such end date , be applied first to the outstanding principal balance, if any, of Note B and then to the outstanding principal balance of Note A. Any prepayment of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding Loan at a Subsequent Disbursement Commitment severally but not jointly agrees to lend time an Event of Default exists shall be applied to the Borrower on the proposed date of funding, up to the principal amount set forth opposite Loan in such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each order as Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent Disbursementdirects.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject 5.2.1 Prior to making any Advances after the Initial Disbursement, except for the final Advance, the following additional conditions shall have been satisfied, as determined by Bank: (a) All specific requirements for the disbursement set forth in the Disbursement Schedule shall have been satisfied. (b) No Event of Default shall exist. (c) The representations and warranties of Borrower in this Agreement and the other Borrower Loan Documents shall be true and correct on and as of the date of the disbursement with the same effect as if made on such date. (d) The Improvements shall not have been damaged by fire or other casualty unless Bank has determined that Bank will receive proceeds sufficient in Bank‟s judgment to effect the (e) If required by Bank, Bank shall have received confirmation to its satisfaction that (f) If Bank has determined that the undisbursed proceeds of the Borrower Loan, together with the undisbursed amount of the Sponsor AHSC Loan designated for payment of [ ] [CHECK] costs, the undisbursed amount of the Sponsor Infill Loan designated for payment of infrastructure costs, and the undisbursed amount of the other Subordinate Loans (excluding the AHSC Permanent Loan and the AHP Loan) designated for payment for construction of the Improvements and Borrower‟s Funds (if any), are insufficient to pay all costs to complete construction of the Improvements (and all other costs included within the Project Budget), Borrower shall have deposited into the Borrowers‟ Funds Account cash in the amount of such shortfall as provided in Section 7.2. (g) If required by Bank, (A) Title Insurer shall have issued its continuation endorsement to the Title Policy indicating that since the last preceding disbursement, there: (1) has been no change in the condition of title to the Real Property; and (2) are no intervening liens that may now or hereafter take priority over the disbursement to be made, and (B) upon completion of the foundation, Title Insurer shall have issued its foundation endorsement to the Title Policy insuring Bank that the foundation is constructed wholly within the boundaries of the Real Property and does not encroach on any easements or violate any covenants, conditions or restrictions or any Governmental Requirement. (h) Bank shall have received satisfactory evidence that there are no liens on Personal Property, except as otherwise agreed to by Bank. (i) All amounts deposited into the Borrower‟s Funds Account shall have been withdrawn by Borrower to cover Project costs in accordance with the terms and conditions of this Agreement. (j) If requested by Bank, (a) Tax Credit Investor shall have executed and delivered to Bank an estoppel certificate in form and substance of the Tax Credit Investor Estoppel Certificate, which shall contain such certifications as Bank shall reasonably require with respect to Tax Credit Investor‟s obligations under the Partnership Agreement, and (b) each Subordinate Lender shall have executed and delivered to Bank an estoppel certificate in a form and substance which shall contain such certifications as Bank shall reasonably require with respect to the applicable Subordinate Documents. (k) Any special conditions set forth in the Special Conditions attached hereto as Exhibit C shall have been satisfied. 5.2.2 Upon satisfaction of the conditions set forth contained in Section 4.1Sections 5.2.1 and 5.4 (as applicable), Section 4.2 on or about the first day of each calendar month following commencement of construction of the Improvements, Contractor shall submit to Borrower a Draw Request showing the estimated cost of labor performed on and this Section 2.2(b) materials incorporated into the Improvements, a pro-rata portion of Contractor's profit and in reliance on the representations and warranties in the Loan Documents, that pro-rata portion of overhead of Contractor attributable to the extent the Borrower provides a written notice to the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer construction of the Borrower (Improvements. The original of such Draw Request, certified true and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied correct by Contractor and with such written notice being in form and substance reasonably satisfactory approved by Borrower, shall be submitted to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share Bank for payment. Upon verification of the Subsequent Disbursement at least fifteen (15) Business Days in advance accuracy of the proposed date Draw Request by inspection of the funding Real Property and Improvements (if required by Bank), Governmental Lender shall disburse the amount of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by all such Lenders the respective approved Draw Request in their sole discretion) accordance with the proposed date of funding being required Disbursement Schedule (i) directly to be a Business DayBorrower or, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence and during the continuance of an Event of Default) (, directly to Contractor or to such end date Persons as have actually supplied labor, materials or services in connection with the construction of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”Improvements (at Bank‟s option as to whom and in what amounts payments are to be made), each Lender holding or (ii) if specifically required by Bank, through a Subsequent Disbursement Commitment severally but not jointly agrees fund control service acceptable to lend Bank under a fund control agreement in form and content acceptable to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent DisbursementBank.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject to the provisions of Section 12.3, the obligation of Administrative Agent to make any subsequent disbursements under the Loan is subject to the satisfaction of the following additional conditions set forth precedent as of the requested funding date: (a) Administrative Agent shall have received a written request for disbursement from on the following individuals Xxx Xxxxxxxxxx, Xxxx Xxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxxx Xxxxxxx and Xxxxx Xxxxxxxxxxx. The request shall be submitted in Section 4.1accordance with this Agreement and shall specify the sum that Borrowers are requesting to be disbursed, Section 4.2 and this Section 2.2(bwhich sum, when added to the outstanding principal balance of the Loan, shall not exceed the Aggregate Commitment; (b) and in reliance on All of the representations and warranties of Borrowers contained in this Agreement or in any other Loan Document shall be true and correct in all material respects on and as of such date, as though made on and as of such date; (c) No Default or Potential Default shall have occurred which is continuing; (d) No Event of Default or Potential Default would result from the making of such disbursement; (e) Administrative Agent shall have received any other document, requirement, evidence or information that Administrative Agent may reasonably request under any provision of the Loan Documents, ; (f) After giving effect to the extent requested advance, the Borrower provides a written notice to Loan Constant, calculated based on Net Operating Income from the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount Properties reported by such Lender (or such shorter period agreed to by all such Lenders Borrowers in their sole discretionmost recently delivered Borrowers’ Certificate, shall not be less than thirteen percent (13%); provided, however, that Borrowers shall not be entitled to any disbursements hereunder during the Cash Flow Sweep Period; and (g) with the proposed date of funding being required to be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan Any requested disbursement shall be in an amount of not less than $10,000,0001,000,000, and in increments of not less than $100,000. Following Provided the funding date requested by Borrowers is not earlier than three (3) Business Days following Administrative Agent’s receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b)a request for funding, each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence and provided that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) precedent above have been satisfied for as of such Subsequent Disbursement; provided thatrequested funding date, unless otherwise agreed by Administrative Agent shall use its good faith efforts to make the Agent, such Lender shall provide the Agent requested advance on the requested funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent Disbursementdate.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject (a) Prior to making any Advances after the Initial Disbursement, except for the final Advance, the following additional conditions shall have been satisfied, as determined by Bank: (i) All specific requirements for the disbursement set forth in the Disbursement Schedule shall have been satisfied. (ii) Any special conditions set forth in Exhibit C hereto shall have been satisfied. (iii) No Event of Default shall exist. (iv) The representations and warranties of Borrower in this Agreement and the other Loan Documents shall be true and correct on and as of the date of the disbursement with the same effect as if made on such date, to the extent applicable on such date. (v) The Improvements shall not have been damaged by fire or other casualty unless Bank has determined that Bank will receive insurance proceeds sufficient in Bank’s judgment to effect the satisfactory restoration of the Improvements and to permit the completion of the Improvements prior to the Completion Date. (vi) If required by Bank, Bank shall have received confirmation to its satisfaction, including a certificate from Architect, that to date, the Improvements have been constructed substantially in accordance with the Plans and the Construction Contract and (B) the present state of construction of the Improvements will, barring then unforeseen and unknown delays, permit completion of construction of the Improvements on or before the Completion Date. (vii) If Bank has determined that the undisbursed proceeds of the Loan, together with Borrower’s Funds (if any), are insufficient to pay all costs to complete construction of the Improvements (and all other costs included within the Project Budget), Borrower shall have deposited into the Borrowers’ Funds Account cash in the amount of such shortfall as provided in the “BORROWER’S COVENANTS” Section of this Agreement. (viii) If required by Bank, (A) Title Insurer shall have issued an ALTA form 33-06 endorsement (or other endorsement form to the Title Policy acceptable to the Bank) indicating that since the last preceding disbursement, there: (1) has been no change in the condition of title to the Real Property; (2) are no intervening liens which may now or hereafter take priority over the disbursement to be made; and (3) dating the coverage date to the date of the proposed disbursement, and increasing the covered disbursement amount to the total amount of all disbursements under the Loan to date. (b) Upon satisfaction of the conditions set forth contained in Section 4.1“Subsequent Disbursements” above and “Additional Conditions to Advances” below (as applicable), Section 4.2 on or about the first day of each calendar month following commencement of construction of the Improvements, Contractor shall submit to Borrower a Draw Request showing the estimated cost of labor performed on and this Section 2.2(bmaterials incorporated into the Improvements, a pro-rata portion of Contractor’s profit and that pro-rata portion of overhead of Contractor attributable to the construction of the Improvements; provided, however, monthly Draw Requests shall not be required and Contractor and Borrower may submit Draw Requests less frequently than monthly, at Borrower’s sole option. The original of such Draw Request, certified true and correct by Contractor and approved by Borrower, shall be submitted to Bank and Title Insurer for payment following review and Title Insurer’s commitment to issue all endorsements required by Bank. Upon verification of the accuracy of the Draw Request by inspection of the Real Property and Improvements (if required by Bank) and in reliance on the representations Title Insurer and warranties in the Loan Documents, to the extent the Borrower provides a written notice to the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer review of the Borrower (Draw Request and with such written notice certifying that all such aforementioned conditions related documentation as required in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share Agreement, Bank shall disburse the amount of the Subsequent Disbursement at least fifteen (15) Business Days respective approved Draw Request in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by all such Lenders in their sole discretion) accordance with the proposed date of funding being required Disbursement Schedule (i) directly to be a Business DayBorrower or, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence and during the continuance of an Event of Default, directly to Contractor or to such Persons as have actually supplied labor, materials or services in connection with the construction of the Improvements (at Bank’s option as to whom and in what amounts payments are to be made), or (ii) (such end date of the Subsequent Disbursement Commitmentii) if specifically required by Bank, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding through a Subsequent Disbursement Commitment severally but not jointly agrees fund control service acceptable to lend Bank under a fund control agreement in form and content acceptable to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan Bank. Each Advance shall be in an amount not less than $10,000,000. Following receipt paid only following satisfaction of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the all conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent DisbursementSchedule.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject The following are conditions precedent to each Lender’s obligation to approve each and every Disbursement following the initial Advance: (a) Borrower has made payment to General Contractor (or any other payees identified in an approved Request for Disbursement) for the amounts covered by prior payment requests. (b) Receipt by Lenders of evidence that the Project is being constructed in a good and workmanlike manner by appropriate means in accordance with the Plans and Specifications and all required inspections and approvals have been obtained as and when necessary or desirable. (c) Receipt by Lenders of evidence that there has been no condemnation, casualty, or catastrophe affecting the security value of the Project. (d) Receipt by Lenders of evidence that the Title Company continues to insure the lien of the Deed of Trust as a prior and paramount lien against the Property and the Project (except for the Permitted Liens) securing all previous disbursements and the disbursement then being requested, and in particular that nothing has intervened to affect the validity or priority of the Deed of Trust, and is prepared to issue its date down endorsement and such other endorsements as requested by Lenders. (e) Borrower and NTC Foundation, as guarantor, are solvent. (f) Borrower is in balance on the Loans and the Budget, and in each Lender’s judgment Borrower can finish the Project and pay for it without additional money. (g) The Request for Disbursement is in proper form and Borrower has provided all supporting documentation required to be provided to Lenders and all applicable parties under this Agreement and the Loan Agreement. (h) Except for change orders of less than $50,000 or change orders that do not require the written consent of Lenders under the Loan Agreement, Lenders shall have reviewed and approved any requests for changes in the Plans and Specifications, the [General Construction Contract], all subcontracts, the [Architect’s Agreement], and all other documents in connection with construction and development of the Project and all amendments, modifications, replacements and restatements thereof (the “Construction Documents”), which changes shall have been approved by Lenders prior to submission of the Request for Disbursement by Borrower. (i) A current lien waiver executed by the General Contractor and all subcontractors with Major Subcontracts conditioned only upon payment of the then current draw request. (j) Paid invoices and full, final, unconditional lien waivers from all persons or entities for all labor performed and materials supplied in connection with all construction or other work completed prior to the satisfaction date of the conditions set forth previous Request for Disbursement and for which payments were made out of the previous Request for Disbursement, if any, or in Section 4.1lieu thereof date-down endorsements from the Title Company insuring over any such liens. (k) Certification by an authorized individual of Borrower that the proceeds of the requested Disbursement shall be used only for the payment or reimbursement of the items described in the Request for Disbursement and represented by the invoices or other appropriate documentation submitted in connection with the requested Disbursement, Section 4.2 which costs, expenses and this Section 2.2(bfees have been actually incurred by Borrower, are directly connected with the construction of the Project and are included in the Budget. (l) and No order or notice shall have been made by, or received from, any governmental entity stating that the work of construction is or will be in reliance violation of any law, ordinance, code or regulation affecting any Lender’s collateral. (m) No lien or notice of intent to file a lien for work or services performed in or on the representations and warranties in the Loan Documentscollateral or materials or equipment delivered thereto, shall have been recorded, filed or delivered to Borrower or Lenders. (n) Receipt by Lenders of any additional Major Subcontracts or other Construction Documents relating to the Project not previously approved by Lenders and an updated list of Major Subcontracts. (o) To the extent a Disbursement is requested for materials to be stored on-site or off-site and not immediately incorporated into the Project: (i) Materials requested on a current or first-time basis should be shown in Column F entitled Stored Materials on an AIA G702; (ii) Borrower provides will identify to Lenders the storage site and will provide an inventory along with invoices and/or delivery tickets for the materials to be stored and describing the quantity and cost of the stored materials; and (iii) In the event the materials are to be stored off-site, whether in a written notice bondable warehouse or at a supplier, Borrower shall provide to the Agent and each Lender Lenders a certificate of hazard insurance sufficient in form and substance reasonably satisfactory content to Agent and each such parties showing Lender from as an Authorized Officer additional insured for the value of the Borrower materials. (p) Receipt by Lenders of any other documents and with assurances as such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance parties may reasonably satisfactory request to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by all such Lenders in their sole discretion) comply with the proposed date provisions of funding being required to be a Business Day, from this Agreement and the Business Day after the Agreement Date until Loan Agreement. (but not includingq) January 5, 2020 (or such earlier date All other conditions precedent for Disbursements set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent DisbursementAgreement.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject Aside from having paid all the costs and expenses due and payable to the satisfaction of Lenders, in order to carry out the conditions set forth in Section 4.1subsequent Disbursements, Section 4.2 the Borrowers or the Joint Obligors shall have provided the Agent the following documents and this Section 2.2(b) and in reliance on the representations and warranties in the Loan Documentsinformation, according to the extent following stipulations: a) A financial statement from Airbus evidencing the Borrower provides a written notice to amount and the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding pre-delivery payment which is the subject of such Subsequent Disbursement amount by such Lender and that no Airbus Termination Event has occurred and is continuing. b) Written confirmation from the Borrowers and the Joint Obligors that (or such shorter period agreed to by all such Lenders i) no Purchase Agreement Termination Event has occurred and is continuing and that the Original Purchase Agreements, the First Novation and Second Novation 2005, the First Novation and Second Novation 2013 are in their sole discretionfull force and effect and (ii) with no Default shall have occurred and be continuing. c) A certificate in terms of subsection f) numeral 1 above in terms of Exhibit 5 hereof. d) No change shall have occurred after the proposed date of funding being required to be a Business Daythis Agreement in applicable law and no change in circumstances shall have otherwise occurred and no fact or condition shall exist which, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso reasonable opinion of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent Disbursement.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of would make it illegal under applicable law for such Lender shall be automatically and simultaneously reduced by to make available its portion of the amount of such Subsequent Disbursement funded by such Lender Loan; and e) The Borrowers and the amount Joint Obligors have provided the Agent the Promissory Notes corresponding to each of the Lenders in Annex relation to the Disbursements of the A shall be automatically reduced Tranche Amount or the B Tranche Amount, as applicable. Once the above conditions have been satisfied, the Agent must communicate by electronic means to the Lenders that such amountconditions have been met in a satisfactory manner for purposes of carrying out the first Disbursement. Additionally, and the Agent shall provide notation thereof the Lenders the information attesting the due compliance with such conditions, within no more than 3 (three) Business Days prior to carrying out the corresponding disbursement. Likewise, once all of the conditions have been satisfied in relation to the initial Disbursement or the subsequent Disbursements, the Borrowers may carry out a Disbursement according to the following stipulations: (i) The Credit Line shall be disbursed pursuant to the disbursements calendar attributable to each Financed Aircraft, as set forth under in Exhibit 1 and 1A hereto, as applicable, in the Register understanding that: (a) the Lenders will not be obligated to provide the Borrowers credit outside of the reduction Maximum Disbursement Period A and the Maximum Disbursement Period B, as applicable, and it shall be understood that the Borrowers will not be authorized to receive more than the number of disbursements specifically set forth under such Exhibit 1 and 1A, as applicable, hereto, (b) the sum of the Disbursements made by the Borrowers in no case shall exceed the available amount of the Credit Line under this Agreement and in any case, each one of the Disbursements should be made within 5 (five) working days, except for the first Disbursement, which shall be made within 2 (two) working days after the condition precedents in this Clause have been satisfied and after a Disbursement Request has been delivered to each of the Lenders, at their given addresses. The Lenders shall not be obliged to provide the Borrowers any amount that exceeds the Total Amount, and in such event, the Joint Obligors shall be obliged to provide to the Borrowers the additional amounts required in order to avoid any default under the Operative Documents and to hold the rights of the Lenders under the Step-In Agreement A and Step-In Agreement. In the event that the Joint Obligors fail to comply with the obligation set forth above, the Lenders may: (i) provide the Borrowers and/or the Joint Obligors of any additional amounts required, or (ii) deliver any additional amounts payable, required by the Joint Obligors, with the purpose of avoiding any default and to preserve the Lenders’ rights under the Step-In Agreement A and Step-Inn Agreement B; provided, however, that in the Subsequent event that the Lenders choose any of the alternatives provided in section (i) or (ii) of this paragraph, additionally the Lenders shall be entitled to exercise any legal action to obtain from the Borrowers and/or the Joint Obligors such amounts, and the Borrowers and the Joint Obligors shall be obliged to pay such corresponding amounts, within the five (5) following Business Days after the transference made by the Lenders, otherwise the default interests shall be accrued pursuant to Clause Sixth hereof. (ii) The Disbursements will be verified by the Lenders by depositing the amount that appears on each Disbursement Commitment Request into the Account Number indicated in Exhibit 4, which the Agent transfers to each of the Borrowers. It is not necessary to designate the purpose or destination of such funds. Notwithstanding the foregoing, the Borrowers, as applicable, may instruct the Agent that the Lenders deduct from the corresponding Disbursement any fees or other amounts due by the Borrowers hereunder. (iii) The Disbursement Request made by the Borrowers pursuant to this Agreement shall be registered by each Lender in its accounting records. The parties herein agree that the accounting of each Lender and/or the Checking Account statements referred to in this clause constitute evidence of the Disbursement Request made by the Borrowers. Once the Lenders have delivered the agreed upon amounts, it shall be understood that the Borrowers have made a Disbursement Request up to the amount deposited or such amounts have been compensated by the Lenders in accordance with the instructions given by each of the Borrowers. (iv) In order to effectuate each Disbursement, the Lenders should consider the amount already disbursed by each Borrower as well as the Total Amount of the Credit at the time, with the effect that: (i) the revolving line of credit is given only in respect to the amounts that have been paid by each of the Borrowers, and (ii) the Borrowers do not retain any initial quantities nor has at its disposal a revolving amount of such Lender and credit that exceeds the holding total Credit Line of Disbursements permitted under this Agreement. “Disbursements Limit” will mean the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments total of all amounts that are still available as of under this Agreement pursuant to the Remaining Subsequent Disbursement Commitment Termination Date shall immediately disbursements described in Exhibit 1 and automatically terminate without any action or notice by any Person1A herein.

Subsequent Disbursements. Subject The Borrower may submit (not more than twice a month) a properly completed Draw Application accompanied by the Inspection Fee (which may be deducted from each draw) for each subsequent Loan Disbursement under the Loan, in an amount which equals the lesser of: (i) the Completion Percentage as reasonably determined by Lender's Inspector, less all amounts previously advanced under the Loan, or (ii) the budgeted amounts available for the development of said Improvements under the Development Budget, as approved by the Lender. Requests for site development advances shall be supported by receipts for payment for labor performed and materials installed, or invoices for work performed, in a manner deemed sufficient by the Lender, provided however: (A) The Borrower shall provide a detailed budget outlining costs, preliminarily budgeted as follows: Land Advance* $ 730,000 Engineering/Zoning 1,608,000 Lot Development Costs** 10,019,637 Storm Water Pond 475,000 Amenities 588,000 Marketing/Adm.*** 0 Misc. Costs 150,000 Access Road 1,820,000 Landscaping 350,000 Interest Reserve**** 650,000 * These Proceeds shall not be disbursed until the Lender has verified that at least $2,000,000 of equity remains in the Lots, based on the appraisal provided to the satisfaction Lender. ** The Borrower shall provide equity in the amount of $659,105.00 toward the conditions set forth in Section 4.1payment of Lot Development Costs, Section 4.2 and this Section 2.2(bamount shall be generated by cash flow resulting from sales occurring at the Project, and represents a "back-end" equity requirement. *** Six Hundred Fifty Thousand Dollars ($650,000) shall be allocated by the Borrower to fund marketing/administration and in reliance on the representations and warranties other miscellaneous costs incurred in the Loan Documentsinitial phase of development at the Project, to and the extent the Borrower provides a written notice to the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment shall not be required to fund its Pro Rata Subsequent Disbursement Share of any advance under the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of Loan for such Subsequent Disbursement purpose. Funding for this amount by such Lender (or such shorter period agreed to by all such Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, shall come from the Business Day after Borrower's Equity. **** Proceeds from the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than allocated by the Lender for the purpose of paying the monthly payments of interest coming due under Note 1 up to $10,000,000650,000. Following receipt of such written notice Nothing contained herein shall adversely affect the Borrower's obligations under any note. All budgeted items are subject to verification by a consulting engineer, with requests for advances to be approved by the Lender's designated inspector and/or consulting engineer at a reasonable cost to be determined by the Lender, to be deducted from Borrower pursuant each draw; (B) Any amounts necessary to effect corrections to the above Work that arise from violations of building codes or structural defects, defective workmanship or materials, or other matters, may be deducted from a disbursement by the Lender; and (C) In no event shall the total aggregate amount of any remaining disbursements for refinance and development exceed the lesser of: (i) the applicable Loan-To-Value Ratio as determined by an Appraisal, or (ii) $ 9,000,000.00 outstanding at any one time (the "Development Disbursements"). (D) Disbursements from the Lender that comprise the Development Disbursements, shall revolve and when the Borrower shall repay any portion of the Development Disbursements, the Borrower may request subsequent disbursements for site development at the Project in accordance with the terms herein, provided however, in this Section 2.2(b)no event (i) shall the amount outstanding at any one time exceed $9,000,000.00 and (ii) shall the total aggregate amount disbursed exceed $16,390,637.00. All subsequent Loan Disbursements shall be further subject to the Borrower's compliance with all of the terms and provisions set forth herein, each including Exhibit D, and paying all of the remaining development Costs from the Borrower's Funds. Within five (5) business days after approval of a Draw Application, which shall not be unreasonably withheld or delayed, Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent a subsequent Loan Disbursement Share of such Subsequent Disbursement requested based on the Draw Application as approved by the Borrower pursuant to such written notice available to the Borrower Lender and on the proposed date terms and conditions of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent DisbursementDevelopment Agreement.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.

Subsequent Disbursements. Subject to (A) On or before the satisfaction fifth (5th) day of each calendar month during the construction of the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) and in reliance on the representations and warranties Subtenant Initial Improvements in the Loan Documents, to the extent the Borrower provides a written notice to the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer applicable portion of the Borrower (and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender Subleased Premises (or such shorter period agreed other date as Sublandlord may designate), Subtenant shall deliver to Sublandlord with respect to such Subtenant Initial Improvements: (A) a request for payment from Contractor (defined below) approved by all such Lenders Subtenant, in their sole discretion) with the proposed date form of funding being required to be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5, 2020 an AIA G702/G703 application for payment (or such earlier date set forth in comparable forms reasonably approved by Sublandlord), showing the proviso schedule, by trade, of percentage of completion of the first sentence of Section 2.3(a) or caused by applicable Subtenant Initial Improvements, detailing the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date portion of the Subsequent Disbursement Commitmentwork completed and the portion not completed (each, the a “Remaining Subsequent Disbursement Commitment Termination DatePayment Request”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend ; (B) invoices from all of Subtenant’s Agents (defined below) for labor rendered and materials delivered to the Borrower on the proposed date Subleased Premises; (C) executed conditional mechanic’s lien releases from all of funding, up to the principal amount set forth opposite such LenderSubtenant’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) Agents who have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) lien rights with respect to the wire payment(ssubject Payment Request (along with unconditional mechanics’ lien releases with respect to payments made pursuant to Subtenant’s prior submission hereunder) in compliance with all applicable laws as reasonably determined by Sublandlord, including without limitation all applicable provisions of such Subsequent Disbursement made California Civil Code Sections 8132 - 8138; (D) a copy of the check(s) or online banking records which Subtenant issued to pay the requested sums to Subtenant’s Agents; and (E) all other information reasonably requested by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent Disbursement.” Upon the funding of any Subsequent Disbursement by any LenderSublandlord (collectively, the Subsequent Disbursement Commitment “Payment Request Supporting Documentation”). (B) Within thirty (30) days after Subtenant’s delivery to Sublandlord of all Payment Request Supporting Documentation, Sublandlord shall deliver a check to Subtenant made payable to Subtenant (or, at Sublandlord’s election, by wire transfer of immediately available funds) in payment of the lesser of: (x) the amount so requested by Subtenant in its Payment Request, less a ten percent (10%) retention (the aggregate amount of such Lender shall retentions to be automatically known as the “Final Retention”), and simultaneously reduced by (y) the balance of any remaining available portion of the applicable Allowance (not including the Final Retention), provided that if Sublandlord, in good faith, disputes any item in a Payment Request based on non-compliance of any work with the Approved Working Drawings (defined below) or due to any substandard work or for any other reason, and delivers a written objection to such item setting forth with reasonable particularity Sublandlord’s reasons for its dispute (a “Draw Dispute Notice”), Sublandlord may deduct the amount of such Subsequent Disbursement funded by disputed item from the payment. Sublandlord and Subtenant shall, in good faith, endeavor to diligently resolve any such Lender dispute. Sublandlord’s payment of such amounts shall not be deemed Sublandlord’s approval or acceptance of the work furnished or materials supplied as set forth in Subtenant’s Payment Request. Disbursements of soft costs and costs not to be paid through the amount in Annex A Contractor shall be automatically reduced made based upon submittal by such amountSubtenant of satisfactory documentation for the same concurrently with Subtenant’s submittal of its Payment Request, and the Agent payment shall provide notation thereof be made no later than thirty (30) days after submittal of such documentation, provided that in the Register no event will Sublandlord be obligated to pay any amounts in excess of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Personapplicable Allowance.

Subsequent Disbursements. (i) Subject to the satisfaction of the conditions set forth in Section 4.13.1(b), Section 4.2 and this Section 2.2(b3.4 and Section 3.5, following the Initial Disbursement, the undisbursed Commitment Amount shall be disbursed in accordance with the terms and conditions of Exhibit D, subject to a retention in accordance with Section 3.6 hereof, by deposit into the Master Operating Account. Disbursements made after the deposit of Borrowers’ Funds shall be made first from the Guarantor Reserve Account until such designated Borrowers’ Funds therein are depleted in accordance with the Guarantor Cash Management Agreement. (ii) and in reliance on the representations and warranties in the Loan DocumentsIn no event will Lender make disbursements (A) more frequently than monthly, or (B) with respect to disbursements relating to the extent the Borrower provides a written notice to the Agent and each Lender Construction Improvements, in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer excess of the Borrower (and with percentage of construction completed for such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Construction Property as certified by Lender) requesting each Lender holding ’s inspector. The maximum amount of advances which Borrowers may request for a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender (Property or such shorter period agreed to by all such Lenders in their sole discretion) with the proposed date of funding being required to for any component or phase thereof shall be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date as set forth in the proviso of the first sentence of Section 2.3(aProperty Level Budget for such Property. (iii) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend Subject to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower reallocations permitted by Lender pursuant to the above terms in this Section 2.2(b)3.5 hereof, each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide not be obligated to disburse Loan proceeds for the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) are referred to as a “Subsequent Disbursement.” Upon the funding payment of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by cost if the amount of such Subsequent Disbursement funded by such Lender cost, together with the amounts of other costs included within the same “line-item” in the Property Level Budget or Loan Budget, as applicable, for which requests for advances have previously been submitted and approved, exceeds the amount set forth in Annex A the Property Level Budget or Loan Budget, as applicable, for such line-item. (iv) At its option, Lender may make disbursements to cover any expenses or charges which are to be borne by Borrowers, including, but not limited to, the cost of any required legal fees, appraisals, inspections, certifications or surveys. In its reasonable judgment, Lender may make any disbursements by payment to Borrowers or jointly to Borrowers and any contractor, subcontractor, supplier, or other person performing work or furnishing materials in connection with the construction of the Construction Improvements. All disbursements shall be automatically reduced applied by Borrowers solely for the purposes for which the funds have been disbursed. Developer’s fees payable to a developer that is not a Related Person (unless such amountfees are payable to a Related Person pursuant to the “Interest Reserve, Advisory Fees, CF Shortfall Net of NOI Offsets” Line Item Loan Budget to be paid pursuant to the Advisory Agreement or otherwise approved by Lender, all of which are hereby expressly permitted) will be disbursed pursuant to the applicable Development Agreement under the applicable Construction Property at the time of the requested advance. (v) All disbursements shall be made first from Borrowers’ Funds and then from available Loan funds. In addition, the $6,000,000 in equity deposited into the Master Operating Account for the payment of items described in Column D of the Loan Budget (and as further described in the Property Level Budgets) shall be disbursed by Borrowers for the payment of such costs prior to any Loan proceeds being disbursed for such items. (vi) 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 and secured by the Security Instruments; however, Borrowers shall, within five (5) Business Days after Lender’s demand or Borrowers’ earlier discovery of such advance, pay to Lender an amount equal to such excess principal amount and accrued but unpaid interest thereon. (vii) 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 Lender’s prior written approval. (viii) In addition to, and not in lieu of any condition set forth in this Section above, Lender shall have the Agent shall provide notation thereof right to condition any disbursement related to the Construction Improvements upon Lender’s receipt and approval of the following: (A) 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 Register Loan Budget; (B) evidence of Borrowers’ use of a lien release, joint check and voucher system reasonably acceptable to Lender for payments or disbursements to any contractor, subcontractor, materialman, supplier or lien claimant; (C) architect’s, Lender’s inspector’s periodic certifications of the reduction in percentage and/or stage of construction that has been completed for the Subsequent Disbursement Commitment amount of applicable Construction Property and its conformance to the Plans and Specifications and governmental requirements based upon any such Lender and the holding Lender’s inspector’s periodic physical inspections of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments Construction Properties; waivers and releases of any mechanics’ lien, stop payment notice claim, equitable lien claim or other lien claim rights; and (D) any other document, requirement, update, evidence, endorsement, certification or information that are still available as Lender may request under any provision of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any PersonLoan Documents.

Subsequent Disbursements. Subject After the Loan has closed, Lender shall make disbursements of Loan proceeds to Borrower within thirty (30) days of receipt of a Draw Request (and all supporting information) in such amounts as specified therein provided that the following conditions have been satisfied: a. The Property then subject to the satisfaction Deed of Trust has not been materially damaged unless repaired or unless Borrower has deposited with Lender sufficient funds (from insurance or otherwise) to repair such damage and neither Borrower nor Lender has exercised any right to terminate the Lease in connection with a casualty pursuant to the terms thereof; and b. No portion of the conditions set forth Property then subject to the Deed of Trust is affected or threatened by eminent domain or condemnation proceedings and neither Borrower nor Lender has exercised any right to terminate the Lease in Section 4.1connection with a condemnation proceeding pursuant to the terms thereof; and c. Lender shall have received affidavits or lien waivers from General Contractor and the subcontractors in the form attached hereto as EXHIBIT M or such other form as may be approved by Lender as to the amounts requested under the Draw Request (or, Section 4.2 alternatively, as to amounts requested under the immediately preceding Draw Request); and d. Borrower has provided Lender with evidence reasonably satisfactory to Lender that upon payment of the Draw Request, Borrower will have enough funds in the Budget to complete the remaining Improvements (excluding the portions of the remaining Improvements relating to soft costs and other line items not included in the Budget), or if the budgeted funds are not adequate, Lender shall have approved a modification of the Budget to eliminate such inadequacy, which approval shall not be unreasonably withheld (but this Section 2.2(bshall not be construed to require Lender to approve items not included in Borrower's Costs or to increase the Maximum Loan Amount); and e. Borrower has delivered to Lender an update of title acceptable to Lender followed by a down date endorsement to the Title Policy evidencing the total amount of the Loan proceeds disbursed to date; and f. Borrower has delivered to Lender a Certificate of Borrower in the form attached hereto as EXHIBIT N stating that there is no default (taking into account applicable notice and cure periods) and in reliance on under any of the Loan Documents or the Lease or any of the Other Leases (but this shall apply to the Other Leases only if the representations and warranties contained in the Loan Documentsarticle of the Lease captioned "OTHER TENANCIES" shall be rendered inaccurate thereby), neither the Lease nor any of the Other Leases (but this shall apply to the extent Other Leases only if the Borrower provides a written notice to representations and warranties contained in the Agent and each Lender in form and substance reasonably satisfactory to Agent and each such Lender from an Authorized Officer article of the Borrower (and with such written notice certifying that all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount by such Lender (or such shorter period agreed to by all such Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan Lease captioned "OTHER TENANCIES" shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(brendered inaccurate thereby) have been satisfied for such Subsequent Disbursement; provided thatmodified or terminated and Borrower has not received or sent notice of an intent to terminate the Lease or any of the Other Leases, unless otherwise agreed by and that all the Agentcovenants, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement representations and warranties made by such Lender. Amounts borrowed Borrower to Lender under this Section 2.2(b) Sections 4, 5 and 6 hereof are referred to as a “Subsequent Disbursement.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically true and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender correct and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.have been complied with; and

Subsequent Disbursements. (a) Subject to the satisfaction of the conditions set forth in Section 4.14.2 and this Section 2.2(a) and in reliance on the representations and warranties in the Loan Documents, to the extent written notice requesting such amounts is received by each First Subsequent Disbursement Lender holding a First Subsequent Disbursement Commitment from an Authorized Officer of the Borrower (and with such written notice certifying that all such conditions in Section 4.2 and this Section 2.2(a) are satisfied and with such written notice being in form and substance reasonably satisfactory to each such First Subsequent Disbursement Lender (the written notice form attached as Exhibit C-1 is in form reasonably satisfactory to each such First Subsequent Disbursement Lender)) at least fifteen Business Days in advance of the proposed date of the funding of such amounts by such First Subsequent Disbursement Lenders (or such shorter period agreed to by all such First Subsequent Disbursement Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day after the Prior Agreement Date until (but not including) the earliest of (such earliest end date of the First Subsequent Disbursement Commitments, the “Remaining First Subsequent Disbursement Commitment Termination Date”) (i) July 24, 2020, (ii) the date that any remaining First Subsequent Disbursement Commitments (or the Subsequent Disbursement Commitments) are terminated pursuant to Section 2.3(e) or otherwise, (iii) the date set forth in the proviso in Section 2.3(a), (iv) the Facility Termination Date and (iv) the date of any earlier date of termination of the First Subsequent Disbursement Commitments (or the Subsequent Disbursement Commitments) based on remedies available upon the occurrence of an Event of Default, each First Subsequent Disbursement Lender holding a First Subsequent Disbursement Commitment severally and not jointly agrees to lend to the Borrower (all such loans, collectively, the “First Subsequent Disbursement Loans”) on the proposed date of funding, up to the principal amount set forth opposite such First Subsequent Disbursement Lender’s name in Annex A under the heading “First Subsequent Disbursement Commitment;” provided that (y) each request for any such First Subsequent Disbursement Loan shall be in an amount not less than $5,000,000 and (z) 1.75% of each requested First Subsequent Disbursement shall be in the form of OID in favor of the First Subsequent Disbursement Lenders funding such First Subsequent Disbursement Loan and shall, therefore, not be required to be funded by such First Subsequent Disbursement Lenders when providing such First Subsequent Disbursement Loan. Amounts borrowed under this Section 2.2(a) are referred to as a “First Subsequent Disbursement.” Upon the funding of any First Subsequent Disbursement by any First Subsequent Disbursement Lender, the First Subsequent Disbursement Commitment amount of such First Subsequent Disbursement Lender shall be reduced by the amount of such First Subsequent Disbursement funded by such First Subsequent Disbursement Lender and the corresponding amount in Annex A shall be automatically reduced by such amount and the Borrower shall provide notation thereof in the Register of the reduction in the First Subsequent Disbursement Commitment amount of such First Subsequent Disbursement Lender and the holding of the First Subsequent Disbursement by such Lender. Any remaining First Subsequent Disbursement Commitments that are still available as of the Remaining First Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person. For the avoidance of doubt, any First Subsequent Disbursement made and prepaid, paid, redeemed or repaid may not be re-borrowed. (b) Solely after all of the First Subsequent Disbursement Commitments have been fully drawn, used or terminated (or are all concurrently fully drawn, used or terminated) and subject to the satisfaction of the conditions set forth in Section 4.2 and this Section 2.2(b) and in reliance on the representations and warranties in the Loan Documents, to the extent the Borrower provides a written notice to the Agent and requesting such amounts is received by each Second Subsequent Disbursement Lender in form and substance reasonably satisfactory to Agent and each such Lender holding a Second Subsequent Disbursement Commitment from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in Section 4.2 and this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender) requesting each Lender holding a Second Subsequent Disbursement Commitment Lender (the written notice form attached as Exhibit C-2 is in form reasonably satisfactory to fund its Pro Rata each such Second Subsequent Disbursement Share of the Subsequent Disbursement Lender)) at least fifteen (15) Business Days in advance of the proposed date of the funding of such amounts by such Second Subsequent Disbursement amount by such Lender Lenders (or such shorter period agreed to by all such Second Subsequent Disbursement Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5the earliest of (such earliest end date of the Second Subsequent Disbursement Commitments, 2020 the “Remaining Second Subsequent Disbursement Commitment Termination Date”) (i) July 24, 2020, (ii) the date that any remaining Second Subsequent Disbursement Commitments (or such earlier the Subsequent Disbursement Commitments) are terminated pursuant to Section 2.3(e) or otherwise, (iii) the date set forth in the proviso of the first sentence of in Section 2.3(a), (iv) or caused by the Facility Termination Date occurring or and (iv) the date of any earlier date of termination of the Second Subsequent Disbursement Commitments (or the Subsequent Disbursement Commitments) based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the , each Second Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Second Subsequent Disbursement Commitment severally but and not jointly agrees to lend to the Borrower (all such loans, collectively, the “Second Subsequent Disbursement Loans”) on the proposed date of funding, up to the principal amount set forth opposite such Second Subsequent Disbursement Lender’s name in Annex A under the heading “Second Subsequent Disbursement Commitment;” provided that (y) each request for any such Second Subsequent Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt 5,000,000 and (z) 2.00% of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a requested Second Subsequent Disbursement Commitment shall make its Pro Rata be in the form of OID in favor of the Second Subsequent Disbursement Share of Lenders funding such Second Subsequent Disbursement requested Loan and shall, therefore, not be required to be funded by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Second Subsequent Disbursement covered by Lenders when providing such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Second Subsequent Disbursement made by such LenderLoan. Amounts borrowed under this Section 2.2(b) are referred to as a “Second Subsequent Disbursement.” Upon the funding of any Second Subsequent Disbursement by any Second Subsequent Disbursement Lender, the Second Subsequent Disbursement Commitment amount of such Second Subsequent Disbursement Lender shall be automatically and simultaneously reduced by the amount of such Second Subsequent Disbursement funded by such Second Subsequent Disbursement Lender and the corresponding amount in Annex A shall be automatically reduced by such amount, amount and the Agent Borrower shall provide notation thereof in the Register of the reduction in the Second Subsequent Disbursement Commitment amount of such Second Subsequent Disbursement Lender and the holding of the Second Subsequent Disbursement by such Lender. Any remaining Second Subsequent Disbursement Commitments that are still available as of the Remaining Second Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person. For the avoidance of doubt, any Second Subsequent Disbursement made and prepaid, paid, redeemed or repaid may not be re-borrowed.

Subsequent Disbursements. Subject to the satisfaction of the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) 2.2 and in reliance on the representations and warranties in the Loan Documents, to the extent the Borrower provides a written notice to the Agent and requesting such amounts is received by each Lender in form and substance reasonably satisfactory to Agent and each such Lender holding a Subsequent Disbursement Commitment from an Authorized Officer of the Borrower (and with such written notice certifying that all such aforementioned conditions in Section 4.2 and this Section 2.2(b) 2.2 are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent and each such Lender (the written notice form attached as Exhibit C is in form reasonably satisfactory to each such Lender)) requesting each Lender holding a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share of the Subsequent Disbursement at least fifteen (15) Business Days in advance of the proposed date of the funding of such Subsequent Disbursement amount amounts by such Lender Lenders (or such shorter period agreed to by all such Lenders in their sole discretion) with the proposed date of funding being required to be a Business Day, from the Business Day after the Agreement Date until (but not including) January 5and including July 23, 2020 (or such earlier date set forth in the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement Commitment, the “Remaining Subsequent Disbursement Commitment Termination Date”), each Lender holding a Subsequent Disbursement Commitment severally but and not jointly agrees to lend to the Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that (y) each request for any such Disbursement or Loan loan shall be in an amount not less than $10,000,000. Following receipt 5,000,000 and (z) 1.75% of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a requested Subsequent Disbursement Commitment shall make its Pro Rata Subsequent Disbursement Share be in the form of OID in favor of the Lenders funding such Subsequent Disbursement requested by the Borrower pursuant and shall, therefore, not be required to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered be funded by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 and this Section 2.2(b) have been satisfied for Lenders when providing such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed under this Section 2.2(b) 2.2 are referred to as a “Subsequent Disbursement.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, amount and the Agent Borrower shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person. For the avoidance of doubt, any Subsequent Disbursement made and prepaid, paid or repaid may not be re-borrowed.

Subsequent Disbursements. Subject Prior to the satisfaction of the each Subsequent Disbursement, and as conditions precedent thereto: 4.3.1 All conditions precedent set forth in Section 4.1Paragraphs 3.4 and 4.1 shall have been satisfied. 4.3.2 If required by Lender, Section 4.2 and this Section 2.2(bTitle Insurer shall have agreed to issue an endorsement to the Title Policy insuring Lender that: (a) and in reliance on since the representations and warranties previous disbursement by Lender or issuance of insurance related thereto, there has been no change in the Loan Documentscondition of title except as may be provided by this Agreement or as may be consented to in writing by Lender; (b) there are no intervening liens or encumbrances which may then or thereafter take priority over the Disbursement to be made; and (c) there are no survey exceptions not theretofore approved by Lender. Lender hereby acknowledges and approves that some of the Improvements will be constructed on two separate lots. 4.3.3 Prior to the first Subsequent Disbursement for any purpose other than the Interest Reserve Amount, Borrower shall have deposited with Lender, as Borrower’s Funds, cash or collateral satisfactory to Lender, in the amount estimated by Lender to be necessary to pay for all Remaining Costs, to the extent that the Borrower provides a written notice aggregate amount of the Undisbursed Loan and the amount in the Borrower’s Funds Account is insufficient therefor, in Lender’s reasonable judgment. 4.3.4 Prior to the Agent first Subsequent Disbursement, Borrower shall have provided to Lender an executed copy of the architect’s contract for services in a form reasonably approved by Lender, together with an Assignment of Architect Contract and an Architect Warranty, Agreement and Consent to Assignment. 4.3.5 Lender shall have satisfied itself that the Improvements with respect to which the Disbursement has been requested have been constructed substantially in accordance with the Plans. 4.3.6 Either Lender shall have received unconditional lien releases in accordance with California law from the General Contractor and from each other contractor, subcontractor and supplier of materials and services with respect to whom any previous Disbursement has been made by Lender, confirming each such Person’s receipt of its proper share of each such previous Disbursement and its waiver of any further claim to the extent thereof, or the aggregate value of unconditional lien releases outstanding (the amount paid to each subcontractor or material supplier for whom an unconditional lien release is outstanding since the date of the last such lien release) is less than fifty percent (50%) of the aggregate retainage under the Construction Contract; provided, however, in lieu of any such unconditional lien release, Borrower may provide to Lender a bond that is reasonably acceptable to Lender in form and substance reasonably satisfactory to Agent and each such Lender amount. 4.3.7 Borrower shall acquire the Property from an Authorized Officer Peony on or before the Title Transfer Date (time being of the essence with respect thereto), and any failure to satisfy such obligation shall constitute an Event of Default under this Agreement. Borrower’s acquisition of the Property shall require Borrower to satisfy the following provisions: (a) Borrower shall pay Lender all out-of-pocket costs and expenses incurred by Lender in connection with the acquisition transaction and the assignment and assumption transaction, including, without limitation, the cost of any title insurance policies and(or) title insurance endorsements required by Lender; (b) Borrower, Peony and(or) Guarantor shall execute and(or) deliver such written notice certifying that documents and agreements as Lender shall reasonably require in connection with the acquisition transaction and the assignment and assumption transaction, including, without limitation, an assumption agreement, financing statements, and new or reaffirmed guaranties or indemnities, all such aforementioned conditions in this Section 2.2(b) are satisfied and with such written notice being in form and substance reasonably satisfactory to Agent Lender in Lender’s sole discretion; (c) Borrower shall deliver to Lender a UCC-1 Financing Statement to be filed with the Secretary of State for the State of California; (d) Borrower shall assume Peony’s obligations under the Deed of Trust; (e) Borrower shall deliver fully-executed assignments to Lender of all of its rights and each such Lenderinterests in and to the Construction Contract and the Architect Contract; (f) requesting each Lender holding Guarantor, as tenant, and Borrower, as landlord, shall execute the Property Lease and deliver a Subsequent Disbursement Commitment to fund its Pro Rata Subsequent Disbursement Share complete and accurate copy of the Subsequent Disbursement at least fifteen same to Lender; (15g) Business Days in advance Borrower shall deliver to Lender fully-executed copies of the proposed date Estoppel Certificate, the Subordination, Non-Disturbance and Attornment Agreement and the Assignment of the funding of such Subsequent Disbursement amount Leases; (h) Borrower shall pay Lender all attorneys’ fees and costs incurred by such Lender (or such shorter period agreed to by all such Lenders in their sole discretion) connection with the proposed date acquisition transaction and the assignment and assumption transaction; (i) to the extent Peony has collaterally assigned to Lender its rights to any collateral, Borrower shall confirm its ownership of funding being said collateral and execute such documentation required by Lender to be a Business Daycollaterally assign the collateral to Lender; (j) as applicable to Borrower and Guarantor, an opinion from Borrower’s and Guarantor’s counsel addressing the Business Day after the Agreement Date until (but not including) January 5, 2020 (or such earlier date matters set forth in Paragraphs 6.2 through 6.10 of this Agreement and such other matters as may be required by Lender; (k) Guarantor shall reaffirm its obligations under the proviso of the first sentence of Section 2.3(a) or caused by the Facility Termination Date occurring or any earlier date of termination based on remedies available upon (or at the time of) the occurrence of an Event of Default) (such end date of the Subsequent Disbursement CommitmentGuaranty, the “Remaining Subsequent Disbursement Commitment Termination Date”)Completion Guaranty, each Lender holding a Subsequent Disbursement Commitment severally but not jointly agrees to lend to the Environmental Indemnity and the Security Agreement; and (l) Borrower on the proposed date of funding, up to the principal amount set forth opposite such Lender’s name in Annex A under the heading “Subsequent Disbursement Commitment;” provided that each request for any such Disbursement or Loan shall be in an amount not less than $10,000,000. Following receipt of such written notice from Borrower pursuant to the above terms in this Section 2.2(b), each Lender holding a Subsequent Disbursement Commitment shall make reaffirm its Pro Rata Subsequent Disbursement Share of such Subsequent Disbursement requested by the Borrower pursuant to such written notice available to the Borrower on the proposed date of funding of such Subsequent Disbursement covered by such written notice to the extent such Lender has received prior reasonably satisfactory evidence that the conditions set forth in Section 4.1, Section 4.2 representations and this Section 2.2(b) have been satisfied for such Subsequent Disbursement; provided that, unless otherwise agreed by the Agent, such Lender shall provide the Agent on the funding date with the federal reference number(s) with respect to the wire payment(s) of such Subsequent Disbursement made by such Lender. Amounts borrowed warranties under this Section 2.2(b) are referred to as a “Subsequent DisbursementAgreement.” Upon the funding of any Subsequent Disbursement by any Lender, the Subsequent Disbursement Commitment amount of such Lender shall be automatically and simultaneously reduced by the amount of such Subsequent Disbursement funded by such Lender and the amount in Annex A shall be automatically reduced by such amount, and the Agent shall provide notation thereof in the Register of the reduction in the Subsequent Disbursement Commitment amount of such Lender and the holding of the Subsequent Disbursement by such Lender. Any remaining Subsequent Disbursement Commitments that are still available as of the Remaining Subsequent Disbursement Commitment Termination Date shall immediately and automatically terminate without any action or notice by any Person.