Common use of Disbursement Requests Clause in Contracts

Disbursement Requests. Seller may, from time to time, deliver to Escrowee written instructions requesting a Disbursement in the form attached hereto as Exhibit A (each, a “Disbursement Request”). With each Disbursement Request, Seller shall submit: (i) all invoices, statements and other documentation (collectively, the “Payment Documentation”) evidencing the amount of the Disbursement and the payment of such Disbursement amount, (ii) a written confirmation or certificate from the LEP retained with respect to the Remediation Work performed to date is properly done and compliant with the Transfer Act, as defined in the Amendment (the “Compliance Certificate”), and (iii) all applicable conditional and final lien waivers and releases (collectively, the “Lien Waivers”) executed by the LEP retained with respect to the Remediation Work performed to date in form required by applicable law. The Payment Documentation, the Compliance Certificate and the Lien Waivers submitted with each Disbursement Request shall collectively be referred to as the “Supporting Documentation”. Concurrently with delivering the Disbursement Request and the Supporting Documentation to Escrowee, Seller shall deliver a copy of the same to the Owner for review and approval. Within three (3) business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall provide the Seller and Escrowee with written notice (the “Objection Notice”) stating either that the Owner agrees with the amount of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the Seller, or, if the Owner disputes any portion of the Disbursement requested in the Disbursement Request, or is not otherwise satisfied with the Supporting Documentation, the Objection Notice shall set forth the same in detail, and in such event only the non-disputed amount of the Disbursement shall be released to, or at the order of, Seller and Escrowee shall retain the disputed amount until it has received notice of resolution of such dispute from Seller and Owner or Escrowee shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Absent receipt of an Objection Notice from the Owner within three (3) business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall be deemed to have agreed with the amount of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the Seller.

Disbursement Requests. Seller mayBorrower must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, from time which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to timethe terms of Section 13.2(yyyyy)(23)), deliver to Escrowee written instructions requesting a Disbursement and must: if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category; if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the form attached hereto as Exhibit A (eachReplacement, a “Disbursement Request”). With each Disbursement RequestRepair, Seller shall submit: (i) or Restoration for which such request for disbursement is made; if applicable, include copies of invoices for all invoices, statements items or materials purchased and other documentation (collectively, the “Payment Documentation”) evidencing the amount all contracted labor or services provided; include evidence of the Disbursement and the payment of such Disbursement amountReplacement, Repair, or Restoration satisfactory to Lender (iiunless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement); if applicable, contain a certification by Borrower that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) a written confirmation or certificate from and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the LEP retained with respect to the Remediation Work performed to date is properly done Mortgaged Property, and compliant otherwise in accordance with the Transfer Actprovisions of this Loan Agreement; and if applicable, as defined in the Amendment (the “Compliance Certificate”), and (iii) all applicable conditional and final lien waivers and releases (collectively, the “Lien Waivers”) executed by the LEP retained with respect to the Remediation Work performed to date in form include evidence that any certificates of occupancy required by applicable lawlaws or any Governmental Authority have been issued. The Payment DocumentationConditions to Disbursement. In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.2(yyyyy)(23)): an inspection by Lender of the Mortgaged Property and the applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair, Replacement, or Restoration) selected by Lender; either: a search of title to the Mortgaged Property effective to the date of disbursement; or a “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than  Permitted Encumbrances,  liens which Borrower is diligently contesting in good faith that have been bonded off to the satisfaction of Lender, or  mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Compliance Certificate Mortgaged Property and for which Borrower is not delinquent in the Lien Waivers submitted payment for any such work or materials; and an acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with each Disbursement Request shall collectively the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be referred to as the “Supporting Documentation”. Concurrently with delivering the Disbursement Request and the Supporting Documentation to Escrowee, Seller shall deliver made by a copy of the same to the Owner for review and approval. Within three (3) business days after receipt of the Disbursement Request and Supporting Documentationjoint check, the Owner shall provide the Seller and Escrowee with written notice (the “Objection Notice”) stating either that the Owner agrees with the amount release of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request lien shall be immediately released to, or at effective through the order of, date covered by the Seller, or, if the Owner disputes any portion of the Disbursement requested in the Disbursement Request, or is not otherwise satisfied with the Supporting Documentation, the Objection Notice shall set forth the same in detail, and in such event only the non-disputed amount of the Disbursement shall be released to, or at the order of, Seller and Escrowee shall retain the disputed amount until it has received notice of resolution of such dispute from Seller and Owner or Escrowee shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Absent receipt of an Objection Notice from the Owner within three (3) business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall be deemed to have agreed with the amount of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the Sellerprevious disbursement).

Disbursement Requests. Seller mayBorrower must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, from time which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to timethe terms of Section 13.2(aaaaaa)(22)), deliver to Escrowee written instructions requesting a Disbursement and must: if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category; if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the form attached hereto as Exhibit A (eachReplacement, a “Disbursement Request”). With each Disbursement RequestRepair, Seller shall submit: (i) or Restoration for which such request for disbursement is made; if applicable, include copies of invoices for all invoices, statements items or materials purchased and other documentation (collectively, the “Payment Documentation”) evidencing the amount all contracted labor or services provided; include evidence of the Disbursement and the payment of such Disbursement amountReplacement, Repair, or Restoration satisfactory to Lender (iiunless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement); if applicable, contain a certification by Borrower that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) a written confirmation or certificate from and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the LEP retained with respect to the Remediation Work performed to date is properly done Mortgaged Property, and compliant otherwise in accordance with the Transfer Actprovisions of this Loan Agreement; and if applicable, as defined in the Amendment (the “Compliance Certificate”), and (iii) all applicable conditional and final lien waivers and releases (collectively, the “Lien Waivers”) executed by the LEP retained with respect to the Remediation Work performed to date in form include evidence that any certificates of occupancy required by applicable lawlaws or any Governmental Authority have been issued. The Payment DocumentationConditions to Disbursement. In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.2(aaaaaa)(22)): an inspection by Lender of the Mortgaged Property and the applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair, Replacement, or Restoration) selected by Lender; either: a search of title to the Mortgaged Property effective to the date of disbursement; or a “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than  Permitted Encumbrances,  liens which Borrower is diligently contesting in good faith that have been bonded off to the satisfaction of Lender, or  mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Compliance Certificate Mortgaged Property and for which Borrower is not delinquent in the Lien Waivers submitted payment for any such work or materials; and an acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with each Disbursement Request shall collectively the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be referred to as the “Supporting Documentation”. Concurrently with delivering the Disbursement Request and the Supporting Documentation to Escrowee, Seller shall deliver made by a copy of the same to the Owner for review and approval. Within three (3) business days after receipt of the Disbursement Request and Supporting Documentationjoint check, the Owner shall provide the Seller and Escrowee with written notice (the “Objection Notice”) stating either that the Owner agrees with the amount release of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request lien shall be immediately released to, or at effective through the order of, date covered by the Seller, or, if the Owner disputes any portion of the Disbursement requested in the Disbursement Request, or is not otherwise satisfied with the Supporting Documentation, the Objection Notice shall set forth the same in detail, and in such event only the non-disputed amount of the Disbursement shall be released to, or at the order of, Seller and Escrowee shall retain the disputed amount until it has received notice of resolution of such dispute from Seller and Owner or Escrowee shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Absent receipt of an Objection Notice from the Owner within three (3) business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall be deemed to have agreed with the amount of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the Sellerprevious disbursement).

Disbursement Requests. Seller may, (a) The Issuer shall have the right from time to time, deliver time during the Construction Period to Escrowee written instructions requesting submit to the Disbursement Agent a request for the disbursement of funds from the Construction Disbursement Account substantially in the form attached of EXHIBIT C-1 hereto as Exhibit A (eacha "CONSTRUCTION DISBURSEMENT REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT REQUEST" and, together with a “Disbursement Request”). With each Construction Disbursement Request, Seller each a "DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further described below. The Disbursement Agent shall submitcomply with any Disbursement Request that satisfies each of the conditions set forth in SECTION 4.2.2. The Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as reasonably possible (and in any event: (i) all invoices, statements and other documentation within two (collectively, the “Payment Documentation”2) evidencing the amount of Business Days after the Disbursement and Agent receives a Disbursement Request relating solely to the payment of such Disbursement amount, Barge Construction Contract; or (ii) a written confirmation or certificate within five (5) Business Days after the Disbursement Agent receives any other Disbursement Request) if any Disbursement Request fails to satisfy any such condition which notice shall describe the nature of such failure in reasonable detail. The Issuer may submit Construction Disbursement Requests no more often than weekly. The Issuer may submit Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall have the right from time to time during the LEP retained with respect Construction Period to submit to the Remediation Work performed to date is properly done and compliant with Disbursement Agent a preliminary Disbursement Request requesting that a Disbursement be made meeting the Transfer Act, as defined requirements set forth in the Amendment (the “Compliance Certificate”), and (iii) all applicable conditional and final lien waivers and releases (collectively, the “Lien Waivers”) executed by the LEP retained with respect to the Remediation Work performed to date in form required by applicable lawthis SECTION 4.2. The Payment Documentation, the Compliance Certificate Disbursement Agent and the Lien Waivers submitted with each Disbursement Request Independent Construction Consultant shall collectively be referred to as promptly review the “Supporting Documentation”. Concurrently with delivering the preliminary Disbursement Request and advise the Supporting Documentation Issuer of any discrepancies, disputes or missing or incomplete information with respect thereto necessary to Escrowee, Seller shall deliver a copy of make the same to the Owner for review and approval. Within three (3) business days after receipt of the preliminary Disbursement Request a conforming Disbursement Request. The Issuer shall not be entitled to any Disbursement unless and Supporting Documentationuntil a final, the Owner shall provide the Seller and Escrowee with written notice (the “Objection Notice”) stating either that the Owner agrees with the amount of the Disbursement requested in the executed Disbursement Request, with all exhibits and in such event the amount of attachments thereto, has been properly completed and submitted to the Disbursement requested Agent and the Independent Construction Consultant in the accordance with this SECTION 4.2. Each preliminary Disbursement Request shall be immediately released to, or clearly labeled as such with the phrase "PRELIMINARY DISBURSEMENT REQUEST" at the order of, the Seller, or, if the Owner disputes any portion top of the Disbursement requested in the Disbursement Request, or is not otherwise satisfied with the Supporting Documentation, the Objection Notice shall set forth the same in detailfirst page, and in such event only the non-disputed amount lieu of the Disbursement shall be released to, or at the order of, Seller and Escrowee shall retain the disputed amount until it has received notice of resolution of such dispute from Seller and Owner or Escrowee shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Absent receipt of an Objection Notice from the Owner within three (3) business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall be deemed to have agreed with the amount of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the SellerPremier's signature.

Disbursement Requests. Seller may, The proceeds of the Loans shall be disbursed from time to timetime by Bondowner Representative to or for the account of Borrower only in accordance with, deliver and upon the satisfaction of the conditions precedent contained herein and in the Disbursement Agreement, including, with respect to Escrowee written instructions requesting each Disbursement, the delivery of a Requisition (as defined below) signed by Borrower and approved in writing by Bondowner Representative; provided that, prior to each Disbursement, Bondowner Representative agrees to provide two (2) days’ advance notice to Trustee of the aggregate principal amount of the Loans then proposed to be disbursed. The requisite approval of any Requisition for a Disbursement shall only be given in accordance with this Agreement and shall be subject to the prior satisfaction of all of the conditions precedent to such Disbursement contained in this Agreement and the Disbursement Agreement, including, but not limited to, Sections 4.1, 4.2, and 4.3 hereof, as the case may be. The proceeds of the Loans (and all funds now or hereafter on deposit in the Disbursement Agreement) shall be disbursed on a line-item by line-item basis in accordance with the Approved Budget and subject to Section 3.11 hereof. In no event shall Bondowner Representative have any obligation to consent to any disbursement on account of any item if the amount to be disbursed on account of that item, when taken in the aggregate with all amounts previously disbursed on account of that item, exceeds the amount allocated to such item in the Approved Budget (as may be reallocated from time to time in accordance with Section 3.3 below and subject to Section 6.4 hereof). Disbursements shall be made only upon Borrower’s written request in the form attached hereto as Exhibit A ”E” (each, a “Disbursement Request”). With each Disbursement Request, Seller shall submit: (i) all invoices, statements and other documentation (collectively, the “Payment DocumentationRequisition”) evidencing the amount of the Disbursement showing all costs which Borrower intends to fund with such Disbursement, itemized in such detail as Bondowner Representative may reasonably require, accompanied in each case by (a) an Application and the payment of such Disbursement amountCertificate for Payment (AIA Documents G702 and G703), (ii) a written confirmation or certificate from the LEP retained with respect other document acceptable to Bondowner Representative containing certifications by Contractor and Architect that construction to the Remediation Work performed to date is properly done and compliant with the Transfer Act, as defined in the Amendment (the “Compliance Certificate”), and (iii) all applicable conditional and final lien waivers and releases (collectively, the “Lien Waivers”) executed by the LEP retained with respect to the Remediation Work performed to date in form required by applicable law. The Payment Documentation, the Compliance Certificate and the Lien Waivers submitted with each Disbursement Request shall collectively be referred to as the “Supporting Documentation”. Concurrently with delivering the Disbursement Request and the Supporting Documentation to Escrowee, Seller shall deliver a copy of the same to the Owner for review and approval. Within three (3) business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall provide the Seller and Escrowee with written notice (the “Objection Notice”) stating either that the Owner agrees is in accordance with the amount Plans and all recommendations contained in any approved soils report, (b) invoices and lien releases satisfactory to Bondowner Representative including in any event partial lien releases executed by each contractor and subcontractor who has received any payment for work performed, (c) CLTA 122 endorsements to the Title Policy in form and substance satisfactory to Bondowner Representative and Lender, and (d) all other documents and information reasonably required by the Lender and Bondowner Representative. Disbursement requests shall be submitted in duplicate no less than five (5) Banking Days prior to the date of the requested Disbursement, and shall not be submitted more often than once monthly. Borrower agrees to deliver or cause to be delivered to the Issuer and the Trustee a copy of each Requisition, including all attachments describing the Project Costs to be paid from the then requested Disbursement. Bondowner Representative shall make available to the Issuer and the Trustee, upon reasonable written request and at the cost and expense of the Borrower, copies of the attachments accompanying each Disbursement requested request in its possession and agrees to maintain copies of such items so long as it remains the holder of the Bonds. Upon any transfer of the Bonds in accordance with the terms of the Bond Documents and the Loan Documents, Bondowner Representative shall transfer all of its records relating to Disbursement requests, including all related attachments, provided that Bondowner Representative shall be permitted to retain copies thereof for its permanent records. Notwithstanding the foregoing, Bondowner Representative may, in its reasonable discretion, make Disbursements (with prior notice to Trustee as aforesaid accompanied by a list of the Disbursements to be made) from time to time, in the absence of a Disbursement Requestrequest, to pay Issuer, Lender and/or Bondowner Representative fees and interest on the Loans [or fees and settlement payments in respect of the Swap Agreement] from funds allocated for that purpose in the Approved Budget, to make payments reasonably deemed advisable by Bondowner Representative to protect the Property or Lender’s and/or Bondowner Representative’s interests under any Loan Document, and in such event the amount to fulfill any reimbursement obligation of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the Seller, or, if the Owner disputes any portion of the Disbursement requested in the Disbursement Request, or is not otherwise satisfied with the Supporting Documentation, the Objection Notice shall set forth the same in detail, and in such event only the non-disputed amount of the Disbursement shall be released to, or at the order of, Seller and Escrowee shall retain the disputed amount until it has received notice of resolution of such dispute from Seller and Owner or Escrowee shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Absent receipt of an Objection Notice from the Owner within three (3) business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall be deemed to have agreed with the amount of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the Seller.Borrower under

Disbursement Requests. Seller mayAs costs are incurred towards completion of the Theater Phase throughout the Term of this Agreement, the Contracting Party may submit payment requests (each a “Disbursement Request”) on a twice-monthly basis for disbursement of funds from time to time, deliver to Escrowee written instructions requesting a the Project Disbursement in Fund. Such Disbursement Requests shall be submitted using the form attached hereto as Exhibit A “E” (each, a the “Disbursement RequestRequest Form”). With each ) and shall be sent to City Manager or his designee (the “City Disbursement RequestReview Officer”) and Xxxxx Xxxxx (the “County Disbursement Review Officer,” and together with the City Disbursement Review Officer, Seller shall submit: (i) all invoices, statements and other documentation (collectively, the “Payment DocumentationDisbursement Review Officers”) evidencing with a copy to the amount Disbursing Agent. Any such submission may contain reference to information available for inspection at the offices of the Disbursement and the payment of such Disbursement amount, (ii) a written confirmation or certificate from the LEP retained with respect to the Remediation Work performed to date is properly done and compliant with the Transfer Act, as defined in the Amendment (the “Compliance Certificate”), and (iii) all applicable conditional and final lien waivers and releases (collectively, the “Lien Waivers”) executed by the LEP retained with respect to the Remediation Work performed to date in form required by applicable lawContracting Party. The Payment Documentation, the Compliance Certificate and the Lien Waivers submitted with Disbursement Review Officers shall promptly review each Disbursement Request and in all cases either approve or reject such request within ten (10) days after submission. If all or part of a Disbursement Request is approved, each Disbursement Review Officer shall collectively be referred to as the “Supporting Documentation”. Concurrently with delivering promptly forward the Disbursement Request to the Disbursing Agent and the Supporting Documentation to Escrowee, Seller shall deliver a copy of the same to the Owner for review and Contracting Party indicating such approval or partial approval. Within three (3) business days after receipt If there is a rejection of the Disbursement Request and Supporting Documentation, the Owner shall provide the Seller and Escrowee with written notice (the “Objection Notice”) stating either that the Owner agrees with the amount all or part of the Disbursement requested in the a Disbursement Request, and in such event the amount accepted portion of the Disbursement requested in the Disbursement Request shall be immediately released to, or at processed as provided in this Agreement and the order of, rejected portion will be returned to Disbursing Agent and the Seller, or, if the Owner disputes any portion of the Disbursement requested in the Disbursement Request, or is not otherwise satisfied with the Supporting Documentation, the Objection Notice shall set forth the same in detail, and in such event only the non-disputed amount of the Disbursement shall be released to, or at the order of, Seller and Escrowee shall retain the disputed amount until it has received notice of resolution of such dispute from Seller and Owner or Escrowee shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Absent receipt of an Objection Notice from the Owner Contracting Party within three thirty (330) business days after receipt the date of submission with a reasonable and detailed explanation of the rejection; provided, however, that it shall not be reasonable to reject a submission based solely upon insufficient information if such information was specifically made available to the Disbursement Request and Supporting Documentation, Review Officers for review at the Owner shall be deemed to have agreed with the amount offices of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the SellerContracting Party as permitted above.

Disbursement Requests. Seller may, (a) The Borrower shall have the right from time to time, deliver no more frequently than once per calendar month, (the estimated draw schedule for which, as set forth in the Project Budget, may, for the avoidance of doubt, be varied by Borrower subject to Escrowee written instructions requesting the provisions of Section 6 hereof), to submit to the Disbursement Agent a Disbursement request for the disbursement of funds from the Project Company Funds Account (in accordance with Section 4.2) substantially in the form attached hereto as of Exhibit A (each, a “Disbursement Request”), together with the exhibits attached thereto, as further described below. With each Notwithstanding the above, the Borrower shall submit a Disbursement Request hereunder only on dates on which it concurrently submits (and is permitted to submit) a Disbursement Request pursuant to the terms of the Building Loan Disbursement Agreement; provided, however, that such requirement shall not apply from and after the date that all funds to be disbursed pursuant to the terms of the Building Loan Disbursement Agreement shall have been fully disbursed. The Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, Seller shall submit: (i) with all invoicesexhibits and attachments thereto, statements has been properly completed and other documentation (collectively, the “Payment Documentation”) evidencing the amount of submitted to the Disbursement Agent and the payment of such Disbursement amountConstruction Consultant in accordance with this Section 4.1. For clarification, (ii) a written confirmation or certificate from the LEP retained disbursements with respect to Project Costs made on the Remediation Work performed Closing Date shall be made pursuant to date is properly done and compliant with the Transfer Act, as defined in the Amendment (the “Compliance Certificate”), and (iii) all applicable conditional and final lien waivers and releases (collectively, the “Lien Waivers”) executed procedures approved by the LEP retained with respect to the Remediation Work performed to date in form required by applicable lawDisbursement Agent. The Payment Documentation, the Compliance Certificate and the Lien Waivers submitted with each Disbursement Request shall collectively be referred to as the “Supporting Documentation”. Concurrently with delivering the Disbursement Request and the Supporting Documentation to Escrowee, Seller shall deliver a copy of the same to the Owner for review and approval. Within three (3) business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall provide the Seller and Escrowee with written notice (the “Objection Notice”) stating either that the Owner agrees with the amount of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request Requests shall be immediately released to, or at the order of, the Seller, or, if the Owner disputes any portion of the Disbursement requested in the Disbursement Request, or is not otherwise satisfied with the Supporting Documentation, the Objection Notice shall set forth the same in detail, and in such event only the non-disputed amount of the Disbursement shall be released to, or at the order of, Seller and Escrowee shall retain the disputed amount until it has received notice of resolution of such dispute from Seller and Owner or Escrowee shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Absent receipt of an Objection Notice from the Owner within three (3) business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall be deemed to have agreed with the amount of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the Seller.acted on as follows:

Disbursement Requests. Seller mayBorrower must submit a disbursement request in writing for each disbursement from a Reserve/Escrow Account, from time which disbursement request must specify the items of Replacement, Repairs, or Restoration for which reimbursement is requested (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to timethe terms of Section 13.02(a)(9)), deliver to Escrowee written instructions requesting a Disbursement and must: if applicable, specify the quantity and price of the items or materials purchased, grouped by type or category; if applicable, specify the cost of all contracted labor or other services, including architectural services, involved in the form attached hereto as Exhibit A (eachReplacement, a “Disbursement Request”). With each Disbursement RequestRepair, Seller shall submit: (i) or Restoration for which such request for disbursement is made; if applicable, include copies of invoices for all invoices, statements items or materials purchased and other documentation (collectively, the “Payment Documentation”) evidencing the amount all contracted labor or services provided; include evidence of the Disbursement and the payment of such Disbursement amountReplacement, Repair, or Restoration satisfactory to Lender (iiunless Lender has agreed to issue joint checks in connection with a particular Repair, Replacement, or Restoration item as provided in this Loan Agreement); if applicable, contain a certification by Borrower that the Repair, Replacement, or Restoration has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) a written confirmation or certificate from and in compliance with all applicable laws, ordinances, rules, and regulations of any Governmental Authority having jurisdiction over the LEP retained with respect to the Remediation Work performed to date is properly done Mortgaged Property, and compliant otherwise in accordance with the Transfer Actprovisions of this Loan Agreement; and if applicable, as defined in the Amendment (the “Compliance Certificate”), and (iii) all applicable conditional and final lien waivers and releases (collectively, the “Lien Waivers”) executed by the LEP retained with respect to the Remediation Work performed to date in form include evidence that any certificates of occupancy required by applicable lawlaws or any Governmental Authority have been issued. The Payment DocumentationConditions to Disbursement. In addition to each disbursement request and information required in connection with such disbursement request, Lender may require any or all of the following at the expense of Borrower as a condition to disbursement of Reserve/Escrow Account Funds (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.02(a)(9)): an inspection by Lender of the Mortgaged Property and the applicable Replacement, Repair, or Restoration item; an inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair, Replacement, or Restoration) selected by Xxxxxx; either: a search of title to the Mortgaged Property effective to the date of disbursement; or a “date-down” endorsement to Lender’s Title Policy (or a new Lender’s Title Policy if a “date-down” is not available) extending the effective date of such policy to the date of disbursement, and showing no Liens other than  Permitted Encumbrances,  liens which Borrower is diligently contesting in good faith that have been bonded off to the satisfaction of Lender, or  mechanics’ or materialmen’s liens which attach automatically under the laws of any Governmental Authority upon the commencement of any work upon, or delivery of any materials to, the Compliance Certificate Mortgaged Property and for which Borrower is not delinquent in the Lien Waivers submitted payment for any such work or materials; and an acknowledgement of payment, waiver of claims, and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with each Disbursement Request shall collectively the requirements of applicable law and covering all work performed and materials supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor, or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor, or materialman is to be referred to as the “Supporting Documentation”. Concurrently with delivering the Disbursement Request and the Supporting Documentation to Escrowee, Seller shall deliver made by a copy of the same to the Owner for review and approval. Within three (3) business days after receipt of the Disbursement Request and Supporting Documentationjoint check, the Owner shall provide the Seller and Escrowee with written notice (the “Objection Notice”) stating either that the Owner agrees with the amount release of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request lien shall be immediately released to, or at effective through the order of, date covered by the Seller, or, if the Owner disputes any portion of the Disbursement requested in the Disbursement Request, or is not otherwise satisfied with the Supporting Documentation, the Objection Notice shall set forth the same in detail, and in such event only the non-disputed amount of the Disbursement shall be released to, or at the order of, Seller and Escrowee shall retain the disputed amount until it has received notice of resolution of such dispute from Seller and Owner or Escrowee shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Absent receipt of an Objection Notice from the Owner within three (3) business days after receipt of the Disbursement Request and Supporting Documentation, the Owner shall be deemed to have agreed with the amount of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the Sellerprevious disbursement).

Disbursement Requests. Seller may(a) After the Initial Loan Disbursement, the Borrower shall have the right from time to time, deliver no more frequently than once per calendar month (or at such more frequent intervals as may be agreed by the Disbursement Agent in its sole discretion), to Escrowee written instructions requesting submit to the Disbursement Agent and the Administrative Agent a request for the disbursement of funds from the Construction Disbursement Account (in accordance with Section 4.2) substantially in the form attached hereto as of Exhibit A (each, a “Disbursement Request”). With each , together with the exhibits and attachments thereto, no later than ten (10) Business Days prior to the date on which Borrower desires Disbursement Agent to make the requested Disbursement; (b) The Borrower shall not be entitled to any Disbursement unless and until a final, executed Disbursement Request, Seller with all exhibits and attachments thereto, has been properly completed and submitted to the Disbursement Agent and the Administrative Agent in accordance with this Section 4.1.1. Disbursement Requests shall submitbe acted on as follows: 18 (i) all invoicesWithin five (5) Business Days of the submission of a Disbursement Request to the Disbursement Agent, statements and other documentation (collectivelytime being of the essence, the “Payment Documentation”Administrative Agent shall either (A) evidencing the amount of provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request to the payment extent in compliance with this Agreement including each applicable condition set forth in Section 4.1.2, (B) provide written notice to the Disbursement Agent and Borrower that it approves such Disbursement Request in part, in the event that the Administrative Agent reasonably determines that a portion of such Disbursement amountRequest is not in compliance with this Agreement, but the remainder of such Disbursement Request is in compliance with this Agreement (in which case the Administrative Agent’s written notice to the Disbursement Agent and Borrower shall specify in reasonable detail any portion of such Disbursement Request that is not approved and the reasons why such portion has not been approved), or (C) provide written notice to the Disbursement Agent and Borrower that it will not approve such Disbursement Request because such Disbursement Request is not in compliance with this Agreement (which notice shall specify in reasonable detail the reasons why such Disbursement Request is not in compliance with this Agreement). (ii) a written confirmation or certificate from the LEP retained with respect to the Remediation Work performed to date is properly done and compliant with the Transfer Act, as defined in the Amendment Within five (the “Compliance Certificate”), and (iii5) all applicable conditional and final lien waivers and releases (collectively, the “Lien Waivers”) executed by the LEP retained with respect to the Remediation Work performed to date in form required by applicable law. The Payment Documentation, the Compliance Certificate and the Lien Waivers submitted with each Disbursement Request shall collectively be referred to as the “Supporting Documentation”. Concurrently with delivering the Disbursement Request and the Supporting Documentation to Escrowee, Seller shall deliver a copy Business Days of the same to the Owner for review and approval. Within three (3) business days after receipt receiving an approval of the Disbursement Request and Supporting Documentation(or any portion thereof) from the Administrative Agent, the Owner Disbursement Agent shall provide instruct the Seller and Escrowee with written notice Account Bank to make the Disbursements requested in any Disbursement Request (or in the “Objection Notice”case of clause (i)(B) stating either above, the portion of such Disbursement Request approved by the Administrative Agent) that satisfies each of the conditions set forth in Section 4.1.2); Notwithstanding the foregoing, in the event that the Owner agrees with Borrower obtains additional information or documentation or discovers any errors in or updates required to be made to any Disbursement Request prior to the amount making of the requested Disbursement, the Borrower may revise and resubmit such Disbursement Request to the Disbursement Agent and the Disbursement Agent shall use commercially reasonable efforts to review such supplemental Disbursement Request within the time period set forth above. In the event that the Disbursement Agent approves only a portion of the payments or disbursements requested by the Disbursement Request or, if based on its review of the Disbursement requested Request, the Disbursement Agent finds any errors or inaccuracies in the Disbursement Request, and in such event the amount of the Disbursement requested in but the Disbursement Request shall be immediately released to, or at otherwise conforms to the order ofrequirements of this Agreement, the SellerDisbursement Agent shall (A) notify the Borrower thereof, or(B) revise (to the extent it reasonably is able to do so and with the Borrower’s consent, if which may be provided electronically) or request that the Owner disputes any portion of Borrower revise the Disbursement Request to remove the request for the disapproved payment and/or rectify any errors or inaccuracies and (C) confirm and approve the requested in Disbursement Request after making the required revisions (or receiving from the Borrower the revised Disbursement Request, or is not otherwise satisfied with the Supporting Documentation, the Objection Notice shall set forth the same in detail, and in such event only the non-disputed amount of the ). (c) Such Disbursement shall be released to, or at made in the order of, Seller and Escrowee shall retain the disputed amount until it has received notice of resolution of specified in such dispute from Seller and Owner or Escrowee shall be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the dispute. Absent receipt of an Objection Notice approved Disbursement Request from the Owner within three (3) business days after receipt of Construction Disbursement Account to the Borrower Account, as specified in such Disbursement Request; provided, however, notwithstanding the foregoing, any amounts specified by Borrower in such approved Disbursement Request and Supporting Documentation, for payment to a Contractor may made directly from the Owner shall be deemed Construction Disbursement Account to have agreed with the amount of the Disbursement requested in the Disbursement Request, and in such event the amount of the Disbursement requested in the Disbursement Request shall be immediately released to, or at the order of, the Seller.applicable Borrower-specified Contractor. 19 4.1.2