Common use of Draw Procedures Clause in Contracts

Draw Procedures. Issuing Bank shall require each Lender in respect of the LC Loans, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, respectively, to severally pay to Issuing Bank its respective Proportionate Share of all or any portion of any Drawing Payment made or to be made by Issuing Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing Bank has received notice of or request for such Drawing, and specifying the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; provided, however, that Issuing Bank shall not request such Lenders to make any payment in connection with any portion of a Drawing for which Issuing Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing Bank, such Lender shall pay to Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Lender’s obligation to make each such payment to Issuing Bank shall be absolute, unconditional and irrevocable, and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest). If any Reimbursement Payment is made by Borrower to Issuing Bank, Issuing Bank shall pay to such Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain the balance of such Reimbursement Payment.

Draw Procedures. Issuing Bank All Draws shall require each Lender in respect be made from time to time upon written application of the LC Loans, and its participants and permitted assignees Applicant pursuant to Sections 12.14 a Draw request (each, a “Draw Request”). The Applicant shall submit Draw Requests to the City in accordance with the Approved Draw Schedule attached hereto as Exhibit F, covering work performed since the prior Draw Request. By submitting a Draw Request, the Applicant warrants to the City that: (a) the work performed and 12.15 the materials supplied as of the Financing date thereof are in accordance with the Construction Documents and this Agreement, respectively, , (b) the work and materials for which payment is requested have been physically incorporated into the Project Scope, (c) the value is as stated, (d) the work and materials conform with all applicable rules and regulations of the public authorities having jurisdiction, (e) payment for the items described in such Draw Request has been invoiced to severally pay to Issuing Bank its respective Proportionate Share of all the Applicant by those providing the labor or any portion of any Drawing Payment made or to be made by Issuing Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing Bank has received notice of or request for such Drawing, and specifying the amount of such Drawing, such Lender’s Proportionate Share thereofmaterials, and the date on which invoices, receipts and other documents required by the City are provided as evidence that the costs and expenses were actually incurred by the Applicant, (f) evidence in the form of receipts, vouchers, invoices and waivers of mechanic’s and materialmen’s liens and other documents required by the City shall be included with Draw Requests showing that the previous progress payment, if any, has been applied to pay in full its obligations incurred for the Work covered by the prior Draw Request, (g) such Drawing Draw Request is to consistent with this Agreement, and (h) no Event of Default or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing. The proceeds of each payment of City funds (each, a “Reimbursement” of the previous progress payment) shall be made or was made and Administrative Agent shall promptly notify each Lender thereof; provided, however, that Issuing Bank shall not request such Lenders to make any payment in connection with any portion of a Drawing used by the Applicant solely as reimbursement for the obligations for which Issuing Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing Bank, such Lender shall pay to Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Lender’s obligation to make each such payment to Issuing Bank shall be absolute, unconditional and irrevocable, and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest). If any Reimbursement Payment is made by Borrower to Issuing Bank, Issuing Bank shall pay to such Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain the balance of such Reimbursement Payment.is sought,

Draw Procedures. Issuing LC Fronting Bank shall require each Lender in respect of the LC Loans, and its participants and permitted assignees pursuant Lenders to Sections 12.14 and 12.15 of the Financing Agreement, respectively, to severally pay to Issuing LC Fronting Bank its their respective Proportionate Share of all or any portion of any Drawing Payment made or to be made by Issuing LC Fronting Bank under any Letter of Credit by contacting each Lender and Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing LC Fronting Bank has received notice of or request for such Drawing, and specifying the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereofmade; provided, however, that Issuing LC Fronting Bank shall not request such the Lenders to make any payment in connection with any portion of a Drawing for which Issuing LC Fronting Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing LC Fronting Bank, such each Lender shall pay to Issuing LC Fronting Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Each Lender’s obligation to make each such payment to Issuing LC Fronting Bank shall be absolute, unconditional and irrevocable, irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest). If any Reimbursement Payment is made by Borrower to Issuing Administrative Agent or LC Fronting Bank, Issuing Bank Administrative Agent or LC Fronting Bank, as applicable, shall pay to such each Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain shall, in the case of Administrative Agent, pay to LC Fronting Bank and, in the case of LC Fronting Bank, retain, the balance of such Reimbursement Payment.

Draw Procedures. Issuing Bank (a) The Lender Loan proceeds shall require each Lender be disbursed as provided in respect this Agreement. (b) In addition to satisfaction of any procedures required by the terms of the LC LoansLender Documents for each disbursement of funds, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 request that the Lender authorize disbursement of the Financing AgreementLender Loan, respectivelythe Borrower shall submit to the Lender a disbursement request (“Disbursement Request”) on a Standard AIA Form G702 and G703 or such other disbursement request form that may be acceptable to the Lender, setting forth a detailed breakdown of the disbursement requested (the “Draw Summary”), including the requisition of the Contractors, not more frequently than once monthly. Concurrently with the Disbursement Request, Borrower shall also furnish to severally pay the Lender a copy of the Construction Monitor’s inspection report or other documentation indicating the percentage of work complete pertaining to Issuing Bank its respective Proportionate Share of all or any portion of any Drawing Payment made or the Disbursement Request. Upon such request, the Lender may cause an inspection to be made of the progress of construction. If the Lender determines that construction is proceeding diligently in accordance with the Plans and otherwise in the manner required by Issuing Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing Bank has received notice of or request for this Agreement and if all conditions to such Drawingdisbursement shall have been fulfilled, and specifying the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; provided, however, that Issuing Bank shall not request such Lenders to make any payment in connection with any portion of a Drawing for which Issuing Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing Bank, such Lender shall pay authorize the disbursement in a manner that has been mutually agreed to Issuing Bank such Lender’s Proportionate Share by the parties, on the basis of the unreimbursed portion pro rata percentage set forth in Section 5 of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes paymentthis Agreement. Such Lender’s obligation to make each such payment to Issuing Bank shall be absolute, unconditional and irrevocable, and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such Lender further agrees that each such payment All disbursements shall be made approximately ten (10) days after receipt of all information required by the Lender to approve the requested disbursements. The Lender may also require verification of the information contained in the Disbursement Request by the Contractors, applicable subcontractors, the Construction Monitor, and may require separate lien waivers and releases from all Contractors and subcontractors covering all prior disbursements (except that lien waivers for the final disbursement shall cover all disbursements other than punchlist work). Notwithstanding the foregoing, each Disbursement Request shall be subject to the approval of the Lender, with respect to the Lender Loan, in accordance with this Agreement. (c) Borrower shall pay all reasonable costs and expenses incurred by the Lender hereunder upon demand by the Lender. After demand on the Borrower, the Lender may elect to authorize disbursements of the proceeds of the Lender Loan to pay, as and when due, any unpaid or unsatisfied fees, costs or other amounts owing hereunder to the Lender. (d) Borrower shall not agree to any change in the Plans without any offsetthe consent of the Lender other than an individual change order which involves a budget adjustment of less than $25,000. (e) Any item in the Disbursement Request which is not specifically approved in the time set forth in this Section 2 shall be deemed disapproved. On the basis of the progress of the work performed on the Projects and the conditions precedent to making disbursements contained in the Lender Documents, abatement, withholding the Lender may disapprove all or reduction whatsoeverpart of a requested disbursement. In the event that the Lender disapproves any Lender fails to make available to Issuing Bank portion of the amount requested by Borrower in a Disbursement Request, the Lender shall promptly notify Borrower of its Proportionate Share in the disapproved amount and the reason for such LC Loan, Issuing Bank disapproval. (f) In the event any item shall be entitled to recover such amount on demand from such Lender together with interest thereon at disapproved or deemed disapproved, the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest). If any Reimbursement Payment is made by Borrower to Issuing Bank, Issuing Bank shall pay to such Lender which has paid its Proportionate Share representatives of the Drawing such Lender’s Proportionate Share of Borrower and the Reimbursement Payment Lender shall meet promptly and then retain in good faith to attempt to resolve the balance of such Reimbursement Paymentmatter to their mutual satisfaction.

Draw Procedures. Issuing Bank shall require each Lender in respect The Loan Documents contain provisions relating to how and when the proceeds of the LC Loans, Loans are to be disbursed to or for the benefit of Borrower. Except as specifically and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing expressly modified by this Agreement, respectively, to severally pay to Issuing Bank its respective Proportionate Share of all or any portion of any Drawing Payment made or to be made the requirements and conditions for disbursing funds under those Loan Documents are not superseded by Issuing Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing Bank has received notice of or request for such Drawing, this Agreement. The Lenders and specifying the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; providedBorrower agree, however, that Issuing Bank the following unified draw procedures shall apply: a. The initial Draw at closing shall be made on the Application for Payment attached hereto as Exhibit ***. Subsequent Draws shall be made on the Application for Payment attached hereto as Exhibit ***. b. A mutually agreed upon day once a month, beginning in ***, shall be the date (the "Walk-Through Date") upon which *** (the "Contractor"), *** (the "Architect"), the Borrower, the Senior Lender's inspecting consultant (the "Senior Lender Inspector") and the Authority inspector (the "Authority Inspector"), and any other authorized party shall conduct an on-site inspection of the progress of the construction work on the Development (an "Inspection Meeting"). Each month, five (5) days prior to the Walk-Through Date, the Borrower shall submit to the Architect, the Senior Lender Inspector and the Authority Inspector, a Draw Request for work that is completed through the final day of the current application period that is the subject of the Draw Request (less, when applicable, construction retainage amounts calculated in accordance with the Construction Contract). In addition, the Borrower will furnish to the Architect, the Senior Lender Inspector, and the Authority Inspector, on or before the Walk-Through Date, copies of any proposed change order to be reviewed at the Inspection Meeting. c. At each Inspection Meeting, the Architect, the Borrower, the Senior Lender Inspector and the Authority Inspector, shall determine whether they agree with the Contractor’s Draw Request. If the Architect, after consideration of objections or comments by any other party attending the Inspection Meeting or presented in writing by any party not request attending the Inspection Meeting, agrees with the Draw Request, he shall approve same and shall execute the Architect’s Certificate. If Architect approves the Draw Request and the Draw Request is approved by the Senior Lender Inspector and the Authority Inspector, such parties shall signify such approval by initialing the Contractor’s Draw Request for payment. If the Architect or either or both of the Lenders do not approve the Draw Request, then the objecting party shall inform Contractor and require Contractor to make any payment in connection immediately amend said draw request, and until so amended to the satisfaction of Architect and the Lenders, no disbursements shall be owed to Contractor. d. The Borrower and Architect shall prepare a complete Application for Payment which shall include the approved Draw Request and all other documents comprising said Application for Payment. In accordance with any portion the requirements of the Construction Contract, the complete Application for Payment shall be forwarded to the Lenders. The Lenders’ approval of an Application for Payment shall be governed by their applicable funding agreements. If the Lenders shall find that the Application for Payment does not conform to their respective requirements, (other than by reason of a Drawing for dispute regarding the amount of the Draw Request, resolution of which Issuing Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing Bankshall be governed by subsection c. above), such Lender shall pay notify the other parties and the Borrower of such deficiency. No Lender shall have any obligation to Issuing Bank fund its share of an Application for Payment that such Lender determines does not conform to or satisfy the requirements of the pertinent Lender requirements. If any deficiency is not resolved to the satisfaction of the objecting Lender within five (5) working days after receipt of a deficiency notice, the Application for Payment shall be suspended pending resolution of such deficiency, or shall be paid as modified by the joint instructions of the Lenders. e. Within the thirty (30) working day period following receipt of the Application for Payment, *** (the “Title Company”) shall prepare and transmit endorsements to each applicable Lender’s Proportionate Share of the unreimbursed portion of such Drawingtitle insurance policy as appropriate, together with interest thereon at a per annum rate equal updating title to the Federal Funds Effective Rate from Development and showing all recorded liens, easements and encumbrances thereon since the date of such Drawing to the date on which such Lender makes payment. Such Lender’s obligation to make each such payment to Issuing Bank shall be absolute, unconditional and irrevocable, and shall not be affected by any circumstance whatsoever, including the occurrence or continuance issuance of any Inchoate Default or Event of Default, said loan title insurance policy or the failure of any other Lender to make any payment hereunderimmediately preceding title guarantee or insurance, and such Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest)as applicable. If any Reimbursement Payment is made construction liens have been filed, the Contractor shall bond over such liens in accordance with governing law or post adequate security, as determined by Borrower the Title Company, to Issuing Bank, Issuing Bank shall pay enable the Title Company to such Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment affirmatively insure all parties against any and then retain the balance of such Reimbursement Paymentall loss or damage in connection therewith.

Draw Procedures. Issuing Bank (a) The Company shall require provide written notice (each Lender in respect such notice, a “Draw Notice”) to the Purchaser of its request to draw on the LC Loans, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, respectively, to severally pay to Issuing Bank its respective Proportionate Share of all Commitment or any portion thereof, and accordingly, to sell Notes to the Purchaser. The Draw Notice shall specify (i) the principal amount of any Drawing Payment made or Notes requested to be made sold by Issuing Bank under any Letter of Credit the Company and purchased by contacting Administrative Agent telephonically the Purchaser (promptly confirmed in writingwhich amount shall be at least $50.0 million) at any time after Issuing Bank has received notice of or request and (ii) the requested issuance date for such DrawingNotes. During the Draw Period, the Company shall not be entitled to deliver a Draw Notice within 30 days of the most recently delivered Draw Notice. (b) The Purchaser may deliver a notice (a “Syndication Notice”) to the Company within thirty (30) days of receipt of the Draw Notice notifying the Company that the Purchaser intends to engage an investment bank or investment banks to offer and specifying sell Notes in the amount of the Draw Amount or any portion thereof to third-party investors pursuant to Rule 144A, Rule 4(a)(2) or Regulation D (a “Syndicated Private Placement Offering”); provided that following December 12, 2022 (the “Restricted Period”), no such DrawingSyndication Notice may be delivered. For the avoidance of doubt, such Lender’s Proportionate Share thereof, and the date foregoing restriction on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; provided, however, that Issuing Bank any delivery of a Syndication Notice during the Restricted Period shall not request such Lenders to make prevent the Purchaser from selling Notes in a Private Resale Offering for any payment Notes that have been issued or receiving assistance from the Company in connection with any portion of a Drawing for which Issuing Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing Bank, such Lender shall pay Private Resale Offering pursuant to Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Lender’s obligation to make each such payment to Issuing Bank shall be absolute, unconditional and irrevocable, and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverSection 6.1 hereof. In the event that the Purchaser delivers a Syndication Notice, the marketing period requirements set forth in Section 3.15 shall be required to be satisfied prior to the Purchaser being obligated to purchase the Notes with respect to which a Syndication Notice has been delivered. The Purchaser’s obligations pursuant to this Agreement to purchase the Notes with respect to any Lender fails Draw Notice will be satisfied upon receipt by the Company of proceeds equal to make available to Issuing Bank 100% of the principal amount of its Proportionate Share Notes specified in such LC LoanDraw Notice, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect even if all or a portion of such interest). If any Reimbursement Payment is made by Borrower to Issuing Bank, Issuing Bank shall pay to such Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain the balance of such Reimbursement Paymentproceeds have been received from third-parties in a Syndicated Private Placement Offering.

Draw Procedures. Issuing LC Fronting Bank shall require each Lender in respect of the LC Loans, and its participants and permitted assignees pursuant Lenders to Sections 12.14 and 12.15 of the Financing Agreement, respectively, to severally pay to Issuing LC Fronting Bank its their respective Proportionate Share of all or any portion of any Drawing Payment made or to be made by Issuing LC Fronting Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing LC Fronting Bank has received notice of or request for such Drawing, and specifying the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; provided, however, that Issuing LC Fronting Bank shall not request such the Lenders to make any payment in connection with any portion of a Drawing for which Issuing LC Fronting Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing LC Fronting Bank, such each Lender shall pay to Issuing LC Fronting Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Each Lender’s obligation to make each such payment to Issuing LC Fronting Bank shall be absolute, unconditional and irrevocable, irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest). If any Reimbursement Payment is made by Borrower to Issuing Administrative Agent or LC Fronting Bank, Issuing Bank Administrative Agent or LC Fronting Bank, as applicable, shall pay to such each Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain shall, in the case of Administrative Agent, pay to LC Fronting Bank and, in the case of LC Fronting Bank, retain, the balance of such Reimbursement Payment.

Draw Procedures. Issuing Bank shall require each Lender in respect The Loan Documents contain provisions relating to how and when the proceeds of the LC Loans, Loans are to be disbursed to or for the benefit of Borrower. Except as specifically and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing expressly modified by this Agreement, respectively, to severally pay to Issuing Bank its respective Proportionate Share of all or any portion of any Drawing Payment made or to be made the requirements and conditions for disbursing funds under those Loan Documents are not superseded by Issuing Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing Bank has received notice of or request for such Drawing, this Agreement. The Lenders and specifying the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; providedBorrower agree, however, that Issuing Bank the following unified draw procedures shall apply: a. The initial Draw at closing shall be made on the Application for Payment attached hereto as Exhibit ***. Subsequent Draws shall be made on the Application for Payment attached hereto as Exhibit ***. b. A mutually agreed upon day once a month, beginning in ***, shall be the date (the "Walk-Through Date") upon which *** (the "Contractor"), *** (the "Architect"), the Borrower, the Senior Lender's inspecting consultant (the "Senior Lender Inspector") and the Authority inspector (the "Authority Inspector"), and any other authorized party shall conduct an on-site inspection of the progress of the construction work on the Development (an "Inspection Meeting"). Each month, five (5) days prior to the Walk-Through Date, the Borrower shall submit to the Architect, the Senior Lender Inspector and the Authority Inspector, a Draw Request for work that is completed through the final day of the current application period that is the subject of the Draw Request (less, when applicable, construction retainage amounts calculated in accordance with the Construction Contract). In addition, the Borrower will furnish to the Architect, the Senior Lender Inspector, and the Authority Inspector, on or before the Walk-Through Date, copies of any proposed change order to be reviewed at the Inspection Meeting. c. At each Inspection Meeting, the Architect, the Borrower, the Senior Lender Inspector and the Authority Inspector, shall determine whether they agree with the Contractor’s Draw Request. If the Architect, after consideration of objections or comments by any other party attending the Inspection Meeting or presented in writing by any party not request attending the Inspection Meeting, agrees with the Draw Request, he shall approve same and shall execute the Architect’s Certificate. If Architect approves the Draw Request and the Draw Request is approved by the Senior Lender Inspector and the Authority Inspector, such parties shall signify such approval by initialing the Contractor’s Draw Request for payment. If the Architect or either or both of the Lenders do not approve the Draw Request, then the objecting party shall inform Contractor and require Contractor to make immediately amend said draw request, and until so amended to the satisfaction of Architect and the Lenders, no disbursements shall be owed to Contractor. d. The Borrower and Architect shall prepare a complete Application for Payment which shall include the approved Draw Request and all other documents comprising said Application for Payment. In accordance with the requirements of the Construction Contract, the complete Application for Payment shall be forwarded to the Lenders. The Lenders’ approval of an Application for Payment shall be governed by their applicable funding agreements. If the Lenders shall find that the Application for Payment does not conform to their respective requirements, (other than by reason of a dispute regarding the amount of the Draw Request, resolution of which shall be governed by subsection c. above), such Lender shall notify the other parties and the Borrower of such deficiency. No Lender shall have any payment obligation to fund its share of an Application for Payment that such Lender determines does not conform to or satisfy the requirements of the pertinent Lender requirements. If any deficiency is not resolved to the satisfaction of the objecting Lender within five (5) working days after receipt of a deficiency notice, the Application for Payment shall be suspended pending resolution of such deficiency, or shall be paid as modified by the joint instructions of the Lenders. e. Within the thirty (30) working day period following receipt of the Application for Payment, *** (the “Title Company”) shall prepare and transmit endorsements to each applicable Lender’s title insurance policy as appropriate, updating title to the Development and showing all recorded liens, easements and encumbrances thereon since the date of issuance of said loan title insurance policy or the immediately preceding title guarantee or insurance, as applicable. If any construction liens have been filed, the Contractor shall bond over such liens in accordance with governing law or post adequate security, as determined by the Title Company, to enable the Title Company to affirmatively insure all parties against any and all loss or damage in connection with any portion of a Drawing for which Issuing Bank has received a Reimbursement Payment from Borrowertherewith. Upon receipt of any such request for payment from Issuing Bankall necessary approvals and certificates, such Senior Lender shall pay to Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal transfer Senior Loan funds to the Federal Funds Effective Rate from Authority, who shall then forward such funds to Borrower or other payee as may be indicated on the date of such Drawing to the date on which such Lender makes paymentApplication for Payment. Such Lender’s obligation to make each such payment to Issuing Bank shall be absolute, unconditional and irrevocable, and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such Lender further agrees that each such payment Payment shall be made without via wire transfer or such means as agreed upon by the Authority, Borrower and any offsetapplicable payees. Concurrent with the Authority’s disbursement of Construction Funds to Borrower or its payees, abatementthe Authority shall provide notice to Senior Lender, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank Borrower and the amount Title Company of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest). If any Reimbursement Payment is made by Borrower to Issuing Bank, Issuing Bank shall pay to such Lender which has paid its Proportionate Share of the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain the balance of such Reimbursement Paymentsaid disbursement.

Draw Procedures. Issuing Bank In the event that Tenant is in default of its obligations under either the 1995 Lease or the 2001 Lease, which default continues beyond applicable notice and cure periods, if any, then Landlord shall require each Lender in respect of have the LC Loansright, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of the Financing Agreement, respectively, to severally pay to Issuing Bank its respective Proportionate Share of all or any portion of any Drawing Payment made or to be made by Issuing Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed in writing) at any time after Issuing Bank has received such event, without giving any further notice to Tenant, to draw down from said Letter of Credit (Substitute Letter of Credit or request for Additional Letter of Credit, as defined below, as the case may be) (a) the amount necessary to cure such Drawingdefault or (b) if such default cannot reasonably be cured by the expenditure of money, to exercise all rights and specifying remedies Landlord may have on account of such default, the amount which, in Landlord's opinion, is necessary to satisfy Tenant's liability in account thereof. In the event of any such draw by the Landlord, Tenant shall, within fifteen (15) days of written demand therefor, deliver to Landlord an additional Letter of Credit satisfying the foregoing conditions ("Additional Letter of Credit"), except that the amount of such Drawing, such Lender’s Proportionate Share thereof, and the date on which such Drawing is to be made or was made and Administrative Agent shall promptly notify each Lender thereof; provided, however, that Issuing Bank shall not request such Lenders to make any payment in connection with any portion Additional Letter of a Drawing for which Issuing Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing Bank, such Lender shall pay to Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Lender’s obligation to make each such payment to Issuing Bank Credit shall be absolute, unconditional and irrevocable, and shall not be affected by any circumstance whatsoever, including the occurrence or continuance of any Inchoate Default or Event of Default, or the failure of any other Lender to make any payment hereunder, and such Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share such draw. In addition, in such LC Loanthe event of a termination based upon the default of Tenant under the Lease, Issuing Bank shall be entitled or a rejection of either the 1995 Lease or the 2001 Lease pursuant to recover such amount on demand from such Lender together with interest thereon at the provisions of the Federal Funds Effective Rate plus 3.00% (without any Bankruptcy Code, Landlord shall have the right to indemnification by draw upon the Letter of Credit (from time to time, if necessary) to cover the full amount of damages and other amounts due from Tenant to Landlord under such Lender from Borrower in respect of such interest)Lease. If Any amounts so drawn shall, at Landlord's election, be applied first to any Reimbursement Payment is made by Borrower unpaid rent and other charges which were due prior to Issuing Bank, Issuing Bank shall pay to such Lender which has paid its Proportionate Share the filing of the Drawing such Lender’s Proportionate Share petition for protection under the Federal Bankruptcy Code. In no event shall said security deposit be deemed to be a prepayment of the Reimbursement Payment and then retain the balance rent nor shall it be considered a measure of such Reimbursement Paymentliquidated damages.

Draw Procedures. Issuing Bank shall require each (a) On the date hereof (the “Loan Closing Date”), ▇▇▇▇▇▇▇▇ has executed and delivered to Lender a Secured Note substantially in respect of the LC Loans, and its participants and permitted assignees pursuant to Sections 12.14 and 12.15 of form attached hereto as Exhibit D (the Financing Agreement, respectively, to severally pay to Issuing Bank its respective Proportionate Share of all or any portion of any Drawing Payment made or to be made by Issuing Bank under any Letter of Credit by contacting Administrative Agent telephonically (promptly confirmed “Note”) in writing) at any time after Issuing Bank has received notice of or request for such Drawing, and specifying the amount of One Million Five Hundred Thousand and 0/100 Dollars ($1,500,000.00) (as such Drawingamount may be increased or decreased by the mutual written agreement of the parties hereto, such the “Credit Limit”). On and subsequent to the Loan Closing Date, in accordance with, and subject to, the terms and conditions of this Secured Note Agreement, Lender may make advances to Borrower which shall be evidenced by the Note. Lender will fund a $1,000,000.00 advance on the Loan Closing Date (the “First Draw”) and any additional Draws following the First Draw are entirely subject to the Lender’s Proportionate Share thereofsole discretion. Any Draw paid to Borrower by Lender pursuant to this Secured Note Agreement shall be evidenced by the Note, the principal amount of which, together with interest, shall be paid to Lender as provided in the Note and this Secured Note Agreement. The principal amounts paid or distributed to or on behalf of Borrower by Lender pursuant to this Agreement shall be referred to as a “Draw.” The aggregate amount of all Draws shall not exceed the Credit Limit. (b) Prior to the date hereof, the Borrower has submitted a written draw request (a “Draw Request”) to Lender in the form attached hereto as Exhibit B to request the First Draw. The first Draw Request included (i) the total requested draw amount (the “Requested Draw Amount”) for such Draw, (ii) a Flow of Funds Memorandum (the “Flow of Funds Memo”) attached hereto as Exhibit C detailing each recipient of the funds to be drawn, the amount of the payment going to such recipient, and the date on reason for the payment to such recipient (including reasonable support documentation), (iii) a certification by an officer of the Borrower that (A) the payment to each recipient is a proper use of the Draw pursuant to the Cash Uses Exhibit and this Agreement, (B) the conditions precedent set forth in Section 8 of this Agreement have been satisfied or, in Lender sole discretion, waived, (C) each of the representations and warranties in the Loan Documents is true and accurate in all material respects, and (D) no Default or event which such Drawing is would become a Default with notice or lapse of time has occurred or would occur after giving effect to be made or was made and Administrative Agent the requested Draw. (c) On the Loan Closing Date, Lender shall promptly notify each Lender thereof; provided, however, that Issuing Bank disburse the First Draw in accordance with the Flow of Funds Memo. The aggregate dollar amount of the First Draw shall not request such Lenders exceed the Credit Limit. Amounts repaid with respect to make any payment the Loan may not be reborrowed. (d) ▇▇▇▇▇▇▇▇ agrees to pay all reasonable and documented third party costs and expenses, including due diligence costs and expenses and attorneys’ fees incurred by Lender arising out of, in connection with any portion of a Drawing for which Issuing Bank has received a Reimbursement Payment from Borrower. Upon receipt of any such request for payment from Issuing Bankwith, such Lender shall pay to Issuing Bank such Lender’s Proportionate Share of the unreimbursed portion of such Drawing, together with interest thereon at a per annum rate equal or related to the Federal Funds Effective Rate from the date of such Drawing to the date on which such Lender makes payment. Such Lender’s obligation to make each such payment to Issuing Bank shall be absolutepreparation, unconditional performance, negotiation and irrevocable, and shall not be affected by closing (including any circumstance whatsoever, including the occurrence amendments hereof or continuance of any Inchoate Default or Event of Defaultthereof, or the failure negotiation and closing of any this Agreement and the other Lender to make any payment hereunderLoan Documents after the Loan Closing Date) (collectively, and such Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that any Lender fails to make available to Issuing Bank the amount of its Proportionate Share in such LC Loan, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate plus 3.00% (without any right to indemnification by such Lender from Borrower in respect of such interest“Transaction Expenses”). If any Reimbursement Payment is made by Borrower Transaction Expenses due and owing to Issuing Bank, Issuing Bank shall pay to such Lender which has on the Loan Closing Date may be paid its Proportionate Share of with proceeds from the Drawing such Lender’s Proportionate Share of the Reimbursement Payment and then retain the balance of such Reimbursement PaymentFirst Draw.