Common use of Draw Requests Clause in Contracts

Draw Requests. In connection with a request for each Additional Advance, Borrower shall submit to Lender and Construction Consultant a draw request (each, a “Draw Request”) substantially in the form required pursuant to Section 2.1.5(b) not less than ten (10) Business Days (but not more than sixty (60) days) prior to the applicable Advance Date; provided that there shall be no more than one Draw Request for Approved Project Expenditures and no more than one Draw Request for Interest and Carry Cost in each calendar month. Each Draw Request for Approved Project Expenditures shall specify the Hard Costs (which shall not exceed the value of work in place and Stored Materials as supported by invoices and other supporting documentation, as reasonably approved by Construction Consultant, less any Retainage), including deposits paid to any Contractor or Trade Contractor, and Soft Costs (including deposits required to be paid pursuant to any agreement covering Soft Costs)) and Interest and Carry Costs to be paid from the proceeds of the requested Additional Advance. No Additional Advance with respect to the payment of any Advance Item constituting Approved Project Expenditure shall be requested or advanced (x) for an amount that, together with the amount of Additional Advance with respect to the payment of all other Advance Items constituting Approved Project Expenditure then being requested hereunder and under the Mortgage Loan Agreement, is less than $150,000 (other than the last requested Additional Advance with respect to such Advance Item if less) or (y) more frequently than once in any calendar month. Each Draw Request in connection with an Additional Advance for the payment of Hard Costs shall specify the amount of any Retainage previously withheld and which has then become payable by Borrower, with supporting documentation describing in reasonable detail the basis for any such disbursements. All Draw Requests shall be approved by Lender, not to be unreasonably withheld, and, with respect to Hard Costs, reasonably approved for payment by Construction Consultant.

Draw Requests. In connection with a request (a) [No Draw Request shall be required for each Additional Advance, Borrower shall submit to Lender and Construction Consultant a draw request (each, a “Draw Request”) substantially in the form required pursuant to Section 2.1.5(b) not less than Initial [Nominal] Advance on the Closing Date.] At least ten (10) Business Days before the requested date of each other advance made under the Budget from the Equity Deposit or the Loan, Borrower shall deliver a Draw Request signed by Borrower’s Authorized Representative to Administrative Agent, together with such additional information (but not more than sixty (60such as paid receipts, invoices, statements of accounts, etc.) days) prior as Administrative Agent may reasonably require to the applicable Advance Date; provided assure that there amounts requisitioned are to be used to reimburse Borrower for costs previously paid by Borrower or to pay costs incurred by Borrower which are due and owing, together with AIA Application for Payment Form G702 and G703 and such schedules, affidavits, releases, waivers, statements, invoices, bills and other documents, certificates and information satisfactory to Administrative Agent as Administrative Agent shall request supporting such use of funds. Borrower shall be no entitled to an advance only in an amount approved by Administrative Agent in accordance with the terms of this Agreement and the other Loan Documents. Lenders shall not be required to make advances more frequently than one Draw Request for Approved Project Expenditures and no more than one Draw Request for Interest and Carry Cost in once each calendar month. Each Administrative Agent shall provide each Lender with a copy of the Draw Request and AIA Document G-702 and G-703 and, to the extent available, the Inspector’s report described in Section 3.1(c) below promptly upon receipt by Administrative Agent hereunder. (b) The following individuals are authorized by Borrower to sign Draw Requests and to approve payments of principal, interest and/or fees to be debited from Borrower’s Operating Account: _________________ ______________________________ _________________ ______________________________ __________________ ______________________________ Each of the foregoing individuals referred to herein as an “Authorized Representative.” Borrower may designate additional individuals as Authorized Representatives, or relieve individuals of their status as Authorized Representatives, by delivering a duly authorized and executed written notice thereof to Administrative Agent, such written notice to be in form and substance satisfactory to Administrative Agent in its discretion and accompanied by such evidence of due authorization thereof as Administrative Agent may require (any such written notice an “Authorized Representative Change Notice”). An Authorized Representative Change Notice will be effective only with respect to Draw Requests and approvals from and after the date of Administrative Agent’s written acknowledgement of receipt thereof. (c) Following receipt and approval of a Draw Request, all supporting documentation and information required by Administrative Agent, and receipt and approval of a written report from the Inspector satisfactory to Administrative Agent (including as to the matters described in clauses (h) and (i) of Section 3.3), Administrative Agent will determine the amount of any advance Lenders shall make in accordance with this Agreement, the Loan Documents, the Budget and the following standards: (i) for Approved Project Expenditures shall specify construction work [other than Tenant improvement work], advances on the Hard Costs basis of [_______ percent (which shall not exceed ____%)] of the value of costs shown on the application for payment from the General Contractor reviewed and approved by Administrative Agent showing work or material in place on the Improvements that comply with the terms of the Loan Documents, minus all previous advances and Stored Materials as supported by invoices and other supporting documentation, as reasonably approved by Construction Consultant, less any Retainage), including deposits paid to any Contractor or Trade Contractor, and Soft Costs (including deposits all amounts required to be paid pursuant by Borrower, as described in the Budget, [(ii) for Tenant improvement work, advances on the basis of [__________ percent (_____%)] of the costs shown for each lease in the application for payment from the General Contractor reviewed and approved by Administrative Agent for the work or material in place that complies with the terms of the Loan Documents, provided that [if required by Administrative Agent], (A) an application for payment may be submitted only after all Tenant improvements have been completed, [(B) the amount of the requested advance does not exceed the $________ per square foot allowance provided in the Budget], (C) all provisions of the Loan Documents have been satisfied, (D) the term of the applicable lease has commenced, and (E) Administrative Agent has received from the applicable Tenant a Tenant estoppel certificate and a subordination and attornment agreement in form satisfactory to Administrative Agent and], and (iii) for soft costs, advances on the basis of [one hundred percent (100%)] of such costs in accordance with the Budget. The final retainage for the direct costs of construction will be retained until each of the conditions precedent to the final advance of the Loan proceeds set forth in Section 3.4 (Conditions Precedent to Final Advance) shall have been satisfied to the complete satisfaction of Administrative Agent; provided, however, that, so long as no Default or Event of Default exists, the retainage held with respect to any agreement covering Soft Costssubcontractor, laborer or materialman who has completed its work or services; whose work or services has been accepted and approved by Administrative Agent; and who has delivered to Administrative Agent a final waiver of liens, may be requisitioned by Borrower and disbursed at the discretion of Administrative Agent. (d) Notwithstanding anything contained herein to the contrary, no advances shall be made for building materials or furnishings that are not yet incorporated into the Improvements unless (i) Borrower has good title to the stored materials and the stored materials are components in a form ready for incorporation into the Improvements and will be incorporated within a period of forty-five (45) days, (ii) the stored materials are in Borrower’s possession and satisfactorily stored on the Land or such materials are satisfactorily stored at such other site as Administrative Agent may approve, (iii) the stored materials are protected and insured against theft and damage in a manner and amount satisfactory to Administrative Agent, (iv ) the stored materials have been paid for in full or will be paid for with the funds to be advanced and all lien rights and claims of the supplier have been released or will be released upon payment with the advanced funds and (v) Administrative Agent for the benefit of Lenders has or will have upon payment with the advanced funds a perfected, first priority security interest in the stored materials. The aggregate amount of advances for stored materials that have not yet been incorporated into the Improvements shall not exceed _____________ Dollars ($_______) at any time. (e) Lenders shall, only upon the satisfaction, as determined by Administrative Agent in its good faith business judgment, of all applicable conditions of this Agreement and the Loan Documents, be required to make the requested advance to Borrower (in the amount determined by Administrative Agent in accordance with the preceding paragraph (b)) on a Business Day within ten (10) Business Days after such satisfaction of all conditions precedent. Each requisition, and Interest Borrower’s acceptance of any advance, shall be deemed to ratify and Carry Costs confirm, as of the date of the requisition and the advance, respectively, that (i) all representations and warranties in ARTICLE IV (Representations and Warranties), elsewhere herein and in the other Loan Documents remain true and correct in all material respects (unless such representations and warranties are qualified by materiality or a Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects), and all covenants and agreements in the Loan Documents remain satisfied in all material respects (unless such covenants or agreements are qualified by materiality or a Material Adverse Effect, in which case such covenants or agreements shall be satisfied in all respects), (ii) there is no uncured Default or Event of Default existing under the Loan Documents, (iii) all conditions to the advance, whether or not evidence thereof is required by Administrative Agent, are satisfied, (iv) the AIA Document G702 and G703 (or other similar forms approved by Administrative Agent in its good faith business judgment) forms executed by each contractor and approved by the Architect, together with all schedules, affidavits, releases, waivers, statements, invoices, bills, and other documents, certificates and information submitted for the requisition are complete and correct, and in all respects what they purport and appear to be paid from for the amount and period applicable to the requisition, (v) all advances previously made to Borrower were disbursed, and the proceeds of the advance requested Additional Advance. No Additional Advance with respect to in the payment of any Advance Item constituting Approved Project Expenditure shall requisition will be requested or advanced (x) for an amount thatdisbursed, together with the amount of Additional Advance with respect to the payment of all other Advance Items constituting Approved Project Expenditure then being requested hereunder and under the Mortgage Loan Agreement, is less than $150,000 (other than the last requested Additional Advance with respect to such Advance Item if less) or (y) more frequently than once in any calendar month. Each Draw Request in connection with an Additional Advance for the payment of Hard Costs shall specify costs and expenses specified in the amount requisition and for no other purpose, (vi) after the advance, all obligations for work and other costs heretofore incurred by Borrower in connection with the construction of any Retainage previously withheld the Improvements and which has then become are due and payable by Borrowerwill be fully paid and satisfied, with supporting documentation describing in reasonable detail and (vii) any unadvanced portion of the basis for any such disbursements. All Draw Requests shall be approved by LenderLoan to which Borrower is entitled, not plus the portions of the total cost of the construction of the Improvements which are to be unreasonably withheldpaid by Borrower from other funds, andthat in Administrative Agent’s good faith business judgment are available, with respect set aside and committed, is or will be sufficient to Hard Costs, reasonably approved for payment by Construction Consultantpay the actual unpaid total cost of the construction of the Improvements.

Draw Requests. In connection with Whenever Borrower desires to obtain an Advance or a request for each Additional Advancedisbursement of Construction Equity Deposits, Borrower shall submit a signed Draw Request to Lender Bank, the Funding Lender, Project Inspector and Construction Consultant a draw request (each, a “Title Company. Draw Request”) substantially in the form required pursuant to Section 2.1.5(b) not less than Requests shall be submitted at least ten (10) Business Days (but not more than sixty (60) days) prior to the applicable Advance Date; provided that there date on which the requested disbursement is to be made. Draw Requests shall be submitted no more than one Draw Request for Approved Project Expenditures and no more than one Draw Request for Interest and Carry Cost in once each calendar month. Each Draw Request for Approved Borrower shall also simultaneously submit to Bank, Project Expenditures shall specify Inspector and Title Company the Hard Costs (which shall not exceed items required pursuant to Section 4.7 of the value of work in place and Stored Materials as supported by invoices and other supporting documentation, as reasonably approved by Construction Consultant, less any Retainage), including deposits paid to any Contractor or Trade ContractorLoan Agreement, and Soft Costs submit to the Funding Lender any items required pursuant to the Funding Lender’s Loan Documents. With respect to each Advance, Title Company shall perform a search of the appropriate records and, within five (including deposits required 5) Business Days after receiving the foregoing items, shall give Bank and the Funding Lender notice by telephone or in writing if any intervening liens are disclosed (other than those expressly listed in the Bank’s Title Policy). If any such intervening liens or other matters are discovered by Title Company, which in the Funding Lender’s or Bank’s sole judgment jeopardize their respective interests in the Project, Title Company shall refrain from making further disbursements until Bank and the Funding Lender notify Title Company that such intervening liens or other matters have been waived by Bank and the Funding Lender or satisfied. Upon demand of Bank or the Funding Lender, Borrower shall immediately cause any such liens or other matters to be paid pursuant to any agreement covering Soft Costs)) and Interest and Carry Costs to be paid from the proceeds satisfied of the requested Additional Advance. No Additional Advance record or bonded over, or shall deposit cash or make other arrangements with respect to the payment of any Advance Item constituting Approved Project Expenditure discharge thereof satisfactory to Bank and the Funding Lender. With respect to each Advance, if Bank and the Funding Lender have approved the Draw Request (which approval shall be conditioned among other things upon all of the terms and conditions of Bank’s and the Funding Lender’s Loan Documents and this Agreement being complied with), then, on the date the Advance is requested or advanced (x) for an amount thatto be made, together with the Funding Lender will advance directly to Title Company the principal amount of Additional the requested Advance less (a) the retainage required under the Construction Contract and the Funding Lender’s Loan Documents (unless such retainage is already accounted for in the Draw Request), and (b) amounts payable to and advanced by the Funding Lender to itself. Title Company shall, as promptly as possible thereafter, if all of the conditions of this Agreement have been complied with respect in a manner satisfactory to Title Company, and if Title Company has not received notice from Bank or the Funding Lender that a Default or an Event of Default exists under Bank’s or the Funding Lender’s Loan Documents, make a disbursement of the proceeds so received by delivering to General Contractor, or, at Title Company’s, Bank’s or the Funding Lender’s option, to the payment subcontractors and other parties entitled to receive any of all other Advance Items constituting Approved Project Expenditure then being requested hereunder and under such proceeds, by check or wire transfer, the Mortgage Loan Agreementamounts set forth in the Draw Request. Notwithstanding anything in this Agreement to the contrary, is less than $150,000 (other than the last requested Additional Advance with respect Subordinate Lender shall not have the right to such Advance Item if less) approve or (y) more frequently than once in any calendar month. Each Draw Request in connection with an Additional Advance for disapprove Advances of the payment of Hard Costs shall specify the amount of any Retainage previously withheld and which has then become payable by Borrower, with supporting documentation describing in reasonable detail the basis for any such disbursements. All Draw Requests shall be approved by Lender, not to be unreasonably withheld, and, with respect to Hard Costs, reasonably approved for payment by Construction ConsultantSenior Loan.

Draw Requests. In connection with a request (a) [No Draw Request shall be required for each Additional Advance, Borrower shall submit to Lender and Construction Consultant a draw request (each, a “Draw Request”) substantially in the form required pursuant to Section 2.1.5(b) not less than Initial [Nominal] Advance on the Closing Date.] At least ten (10) Business Days before the requested date of each advance made under the Budget from the Equity Deposit or the Loan, Borrower shall deliver a Draw Request signed by ▇▇▇▇▇▇▇▇’s Authorized Representative to ▇▇▇▇▇▇, together with such additional information (but not more than sixty (60such as paid receipts, invoices, statements of accounts, etc.) days) prior as Lender may reasonably require to the applicable Advance Date; provided assure that there amounts requisitioned are to be used to reimburse Borrower for costs previously paid by Borrower or to pay costs incurred by Borrower which are due and owing, together with AIA Application for Payment Form G702 and G703 and such schedules, affidavits, releases, waivers, statements, invoices, bills and other documents, certificates and information satisfactory to Lender as Lender shall request supporting such use of funds. Borrower shall be no entitled to an advance only in an amount approved by Lender in accordance with the terms of this Agreement and the other Loan Documents. Lender shall not be required to make advances more frequently than one Draw Request for Approved Project Expenditures and no more than one Draw Request for Interest and Carry Cost in once each calendar month. (b) The following individuals are authorized by Borrower to sign Draw Requests and to approve payments of principal, interest and/or fees to be debited from Borrower’s Operating Account: Authorized Individual Title Each of the foregoing individuals referred to herein as an “Authorized Representative.” Borrower may designate additional individuals as Authorized Representatives, or relieve individuals of their status as Authorized Representatives, by delivering a duly authorized and executed written notice thereof to Lender, such written notice to be in form and substance satisfactory to Lender in its discretion and accompanied by such evidence of due authorization thereof as Lender may require (any such written notice an “Authorized Representative Change Notice”). Each An Authorized Representative Change Notice will be effective only with respect to Draw Request Requests and approvals from and after the date of ▇▇▇▇▇▇’s written acknowledgement of receipt thereof. (c) Following receipt and approval of a Draw Request, all supporting documentation and information required by ▇▇▇▇▇▇, and receipt and approval of a written report from the Inspector satisfactory to Lender (including as to the matters described in clauses (h) and (i) of Section 3.3), Lender will determine the amount of any advance Lender shall make in accordance with this Agreement, the Loan Documents, the Budget and the following standards: (i) for Approved Project Expenditures shall specify construction work [other than Tenant improvement work], advances on the Hard Costs basis of [_______ percent (which shall not exceed ____%)] of the value of costs shown on the application for payment from the General Contractor reviewed and approved by Lender showing work or material in place on the Improvements that comply with the terms of the Loan Documents, minus all previous advances and Stored Materials as supported by invoices and other supporting documentation, as reasonably approved by Construction Consultant, less any Retainage), including deposits paid to any Contractor or Trade Contractor, and Soft Costs (including deposits all amounts required to be paid pursuant by ▇▇▇▇▇▇▇▇, as described in the Budget, [(ii) for Tenant improvement work, advances on the basis of [__________ percent (_____%)] of the costs shown for each lease in the application for payment from the General Contractor reviewed and approved by Lender for the work or material in place that complies with the terms of the Loan Documents, provided that [if required by Lender], (A) an application for payment may be submitted only after all Tenant improvements have been completed, [(B) the amount of the requested advance does not exceed the $________ per square foot allowance provided in the Budget], (C) all provisions of the Loan Documents have been satisfied, (D) the term of the applicable lease has commenced, and (E) Lender has received from the applicable Tenant a Tenant estoppel certificate and a subordination and attornment agreement in form satisfactory to Lender and], and (iii) for soft costs, advances on the basis of [one hundred percent (100%)] of such costs in accordance with the Budget. The final retainage for the direct costs of construction will be retained until each of the conditions precedent to the final advance of the Loan proceeds set forth in Section 3.4 (Conditions Precedent to Final Advance) shall have been satisfied to the complete satisfaction of Lender; provided, however, that, so long as no Default or Event of Default exists, the retainage held with respect to any agreement covering Soft Costssubcontractor, laborer or materialman who has completed its work or services; whose work or services has been accepted and approved by ▇▇▇▇▇▇; and who has delivered to Lender a final waiver of liens, may be requisitioned by ▇▇▇▇▇▇▇▇ and disbursed at the discretion of Lender. (d) Notwithstanding anything contained herein to the contrary, no advances shall be made for building materials or furnishings that are not yet incorporated into the Improvements unless (i) Borrower has good title to the stored materials and the stored materials are components in a form ready for incorporation into the Improvements and will be incorporated within a period of forty-five (45) days, (ii) the stored materials are in Borrower’s possession and satisfactorily stored on the Land or such materials are satisfactorily stored at such other site as Lender may approve, (iii) the stored materials are protected and insured against theft and damage in a manner and amount satisfactory to Lender, (iv ) the stored materials have been paid for in full or will be paid for with the funds to be advanced and all lien rights and claims of the supplier have been released or will be released upon payment with the advanced funds and (v) Lender has or will have upon payment with the advanced funds a perfected, first priority security interest in the stored materials. The aggregate amount of advances for stored materials that have not yet been incorporated into the Improvements shall not exceed _____________ Dollars ($_______) at any time. (e) Lender shall, only upon the satisfaction, as determined by Lender in its good faith business judgment, of all applicable conditions of this Agreement and the Loan Documents, be required to make the requested advance to Borrower (in the amount determined by Lender in accordance with the preceding paragraph (b)) on a Business Day within ten (10) Business Days after such satisfaction of all conditions precedent. Each requisition, and Interest ▇▇▇▇▇▇▇▇’s acceptance of any advance, shall be deemed to ratify and Carry Costs confirm, as of the date of the requisition and the advance, respectively, that (i) all representations and warranties in ARTICLE IV (Representations and Warranties), elsewhere herein and in the other Loan Documents remain true and correct in all material respects (unless such representations and warranties are qualified by materiality or a Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects), and all covenants and agreements in the Loan Documents remain satisfied in all material respects (unless such covenants or agreements are qualified by materiality or a Material Adverse Effect, in which case such covenants or agreements shall be satisfied in all respects), (ii) there is no uncured Default or Event of Default existing under the Loan Documents, (iii) all conditions to the advance, whether or not evidence thereof is required by Lender, are satisfied, (iv) the AIA Document G702 and G703 (or other similar forms approved by Lender in its good faith business judgment) forms executed by each contractor and approved by the Architect, together with all schedules, affidavits, releases, waivers, statements, invoices, bills, and other documents, certificates and information submitted for the requisition are complete and correct, and in all respects what they purport and appear to be paid from for the amount and period applicable to the requisition, (v) all advances previously made to Borrower were disbursed, and the proceeds of the advance requested Additional Advance. No Additional Advance with respect to in the payment of any Advance Item constituting Approved Project Expenditure shall requisition will be requested or advanced (x) for an amount thatdisbursed, together with the amount of Additional Advance with respect to the payment of all other Advance Items constituting Approved Project Expenditure then being requested hereunder and under the Mortgage Loan Agreement, is less than $150,000 (other than the last requested Additional Advance with respect to such Advance Item if less) or (y) more frequently than once in any calendar month. Each Draw Request in connection with an Additional Advance for the payment of Hard Costs shall specify costs and expenses specified in the amount requisition and for no other purpose, (vi) after the advance, all obligations for work and other costs heretofore incurred by Borrower in connection with the construction of any Retainage previously withheld the Improvements and which has then become are due and payable by Borrowerwill be fully paid and satisfied, with supporting documentation describing in reasonable detail and (vii) any unadvanced portion of the basis for any such disbursements. All Draw Requests shall be approved by LenderLoan to which Borrower is entitled, not plus the portions of the total cost of the construction of the Improvements which are to be unreasonably withheldpaid by Borrower from other funds, andthat in ▇▇▇▇▇▇’s good faith business judgment are available, with respect set aside and committed, is or will be sufficient to Hard Costs, reasonably approved for payment by Construction Consultantpay the actual unpaid total cost of the construction of the Improvements.

Draw Requests. In connection with The Development Manager shall be entitled to apply to the Owner monthly for payment of Project Costs by delivering to the Owner a request for each Additional Advance, Borrower shall submit written order (herein referred to Lender and Construction Consultant a draw request (each, as a “Draw Request” or “Draw Requests”) substantially for payment thereof. In addition, Development Manager shall also prepare and submit Draw Requests to the Lender, if any, in the form required by the Loan Documents. Each Draw Request shall, among other things: (a) state the aggregate amount of Project Costs previously paid to or as directed by the Development Manager under this Section; (b) state the amount of the Project Costs paid or payable by the Owner at the date of the Draw Request in addition to the Project Costs stated pursuant to Section 2.1.5(bSubsection (a) hereof (being the amount requested for payment in the Draw Request), indicating which amounts have been paid and those which are immediately payable but not less than yet paid; (c) state that all amounts included in such Draw Request are Project Costs and describing the items constituting such Project Costs in reasonable detail; (d) be accompanied by all material supporting documentation including lien waivers, contractors and subcontractors sworn statements, and invoices for all amounts requested in such Draw Request, and to the extent the Draw Request includes a claim for construction costs, applications for payment in the form of AIA Form G‑702 or G‑703 signed by the Architect and/or Contractor (as applicable); and (e) comply with the terms and provisions of any Loan Documents. Each Draw Request shall be delivered to the Owner as aforesaid and shall be signed by an officer or project manager of the Development Manager (which Draw Request shall exclude the personal liability of such officer or project manager for the statements set forth therein) and shall state that all Project Costs set forth in such Draw Request, payment or reimbursement of which is requested in such Draw Request, are Project Costs incurred in connection with the Project and construction of the Project in accordance with this Agreement. Within ten (10) Business Days days of the receipt of such Draw Request together with such supporting documentation (but not more than sixty (60) days) prior or within such other timeframe as may be required or set forth in the Loan Documents to the applicable Advance Date; provided extent that there shall be no more than one such Draw Request for Approved Project Expenditures and no more than one Draw Request for Interest and Carry Cost in each calendar month. Each Draw Request for Approved Project Expenditures shall specify the Hard Costs (which shall not exceed the value of work in place and Stored Materials as supported by invoices and other supporting documentation, as reasonably approved by Construction Consultant, less any Retainage), including deposits paid to any Contractor or Trade Contractor, and Soft Costs (including deposits required to be paid pursuant to any agreement covering Soft Costs)) and Interest and Carry Costs to will be paid from the proceeds of any Construction Financing, if any), the Owner shall pay to or as directed by the Development Manager, the amount of the Project Costs set forth in such Draw Request and in respect of which payment is requested Additional Advanceby the Development Manager. No Additional Advance with respect The Development Manager shall forthwith apply such moneys to the payment of any Advance Item constituting Approved Project Expenditure shall be requested or advanced amounts specified pursuant to Subsection (xb) for an amount that, together with the amount of Additional Advance with respect to the payment of all other Advance Items constituting Approved Project Expenditure then hereof as being requested hereunder and under the Mortgage Loan Agreement, is less than $150,000 (other than the last requested Additional Advance with respect to such Advance Item if less) or (y) more frequently than once in any calendar month. Each Draw Request in connection with an Additional Advance for the payment of Hard Costs shall specify the amount of any Retainage previously withheld and payable but which has then become payable by Borrower, with supporting documentation describing in reasonable detail the basis for any such disbursements. All Draw Requests shall be approved by Lender, are not to be unreasonably withheld, and, with respect to Hard Costs, reasonably approved for payment by Construction Consultantyet paid.

Draw Requests. In connection with a request for each Additional Advance, Borrower shall submit deliver a Draw Request to Lender and Construction Consultant on a draw request monthly basis together with evidence of the Project Costs funded during the preceding month (each, whether from proceeds of the Loans or otherwise). Draw Requests must be submitted at least ten (10) Business Days prior to the date of the requested Advance. Borrower shall also concurrently deliver a “copy of the Draw Request directly to the Project Inspector. Each Draw Request shall include: (a) Borrower’s signed Letter of Draw Request”. (b) substantially Borrower’s signed Draw Request Certification. (c) An updated Draw Request Spreadsheet. (d) Original AIA Forms G702/703 from the General Contractor and, if applicable, any subcontractors and any material suppliers, signed and notarized by the General Contractor, and any subcontractors and material suppliers, including a certification by the Architect. (e) An itemized payee list including a summary and copies of all invoices included in the form Draw Request which shall not be more than 90 days old, together with any supplemental items required pursuant by Lender, including invoices for soft costs. (f) Lien waivers as required by Section 3.3. (g) Such other information as is required by Lender to Section 2.1.5(bsupport the Draw Request. Upon receipt of a Draw Request, Lender shall cause the Project Inspector to inspect the Improvements (if the inspection has not already been scheduled or completed prior to Lender’s receipt of the Draw Request) and to confirm progress of construction work with respect to the costs of the work. If Lender determines that construction is proceeding on schedule in accordance with the Plans and otherwise in the manner required by this Agreement and that all conditions to the requested Disbursement shall have been fulfilled, Lender shall make the Disbursement on the date requested by Borrower or as close to the requested date as is commercially reasonable (not to be less than ten (10) Business Days (but not more than sixty (60) days) prior from delivery to Lender of the applicable Advance Date; provided that there shall be no more than one Draw Request for Approved Project Expenditures and no more than one Draw Request for Interest and Carry Cost in each calendar month. Each Draw Request for Approved Project Expenditures shall specify the Hard Costs (which shall not exceed the value of work in place and Stored Materials as supported by invoices and other supporting documentation, as reasonably approved by Construction Consultant, less any Retainage), including deposits paid to any Contractor or Trade Contractor, and Soft Costs (including deposits all items required to be paid pursuant to any agreement covering Soft Coststhis section)) and Interest and Carry Costs to be paid from the proceeds of the requested Additional Advance. No Additional Advance with respect to the payment of any Advance Item constituting Approved Project Expenditure shall be requested or advanced (x) for an amount that, together with the amount of Additional Advance with respect to the payment of all other Advance Items constituting Approved Project Expenditure then being requested hereunder and under the Mortgage Loan Agreement, is less than $150,000 (other than the last requested Additional Advance with respect to such Advance Item if less) or (y) more frequently than once in any calendar month. Each Draw Request in connection with an Additional Advance for the payment of Hard Costs shall specify the amount of any Retainage previously withheld and which has then become payable by Borrower, with supporting documentation describing in reasonable detail the basis for any such disbursements. All Draw Requests shall be approved by Lender, not to be unreasonably withheld, and, with respect to Hard Costs, reasonably approved for payment by Construction Consultant.

Draw Requests. In connection with a request for For each Additional AdvanceAdvance under the Guidance Line, Borrower shall submit to Lender Agent a written draw request on AIA Form G 702 and Construction Consultant G 703 or like form (a "Draw Request") signed by the Borrower. (a) Each Draw Request shall be accompanied by such additional items of information and documentation as Agent may require in its sole and absolute discretion. (b) Borrower may submit Draw Requests to Agent not more than once in any calendar month for each Guidance Loan (unless Agent agrees to make disbursements more frequently than once a month) and, subject to the terms and conditions of this Agreement, Agent will fund such draw request (each, a “Draw Request”subject to Borrower's compliance with the Loan Documents) substantially in the form required pursuant to Section 2.1.5(b) not less no later than ten (10) Business Days after Agent's receipt of such complete and accurate Draw Request, including all information and documentation requested by Agent, and Agent will fund such Draw Request (subject to Borrower's compliance with the Loan Documents) only after the Completion Percentage (supported by Check Release Methodology if required by Agent) is verified by Agent. A Draw Request shall not be considered complete and accurate, and Lenders' obligation to fund Advances as to such Draw Request within the time set forth in this Section shall not begin, unless and until such Draw Request includes and is accompanied by all items requested by Agent, which are complete and accurate, and in form and content acceptable to Agent in its reasonable discretion. At Agent's option, but not in no event more frequently than sixty once per Calendar Quarter, Borrower shall pay all costs to provide "date down" endorsements to Agent's Title Policies if requested by Agent, in Agent's sole and absolute discretion. Borrower shall use all Advances strictly for the purposes for which they were disbursed by Agent. In the event that Agent desires to make any Advance after an Unmatured Default or Event of Default, Agent may require an ALTA No. 10 full bring-down endorsement to its Title Policy. (60c) days) prior Unless Borrower has notified Agent in writing to the applicable contrary, each Draw Request shall constitute Borrower's representation and warranty to Agent that: (a) the Completion Percentage set forth in the Draw Request is true and correct and is supported by Check Release Methodology, evidence of which shall be provided to Agent upon Agent's request in its sole and absolute discretion; (b) all prior Advances, as well as that currently being requested, were and will be used in compliance with the Bulk Land Budget; and (c) no Event of Default or Unmatured Default has occurred and is continuing. (d) Together with each Draw Request, Borrower shall deliver to Agent evidence of the Completion Percentage (supported by Check Release Methodology if required by 48 Agent in its sole and absolute discretion) and such evidence as Agent may require, in its sole and absolute discretion, to show that all items included in the Draw Request are supported by Check Release Methodology. (e) Together with each Draw Request, from and after written request by Agent to Borrower, Borrower shall deliver to Agent lien waivers from all contractors, subcontractors and materialmen paid pursuant to the immediately preceding Advance Date; and all prior Advances to the extent not previously provided to Agent. (f) Borrower acknowledges that (i) Agent may Advance and use Loan proceeds to pay certain fees and expenses of Agent and Lenders in accordance with this Agreement, (ii) for purposes of Advances related to these fees and expenses, Agent is not restricted to the items set forth in the Bulk Land Budget, and (iii) such items may reduce Borrower's allowed Advance pursuant to Borrower's Draw Request. (g) Any materials covered by a Draw Request must be suitably stored at the construction site or actually incorporated into the Improvements and there shall have been established construction staging and storage areas on the Project site in a manner and location satisfactory to Lender. No disbursement of the Loan shall be made for materials stored at any location other than the Project. (h) Any Advance made by Agent under any option for disbursement, or so much thereof as Agent may consider proper, may be disbursed to Borrower or its order, or if an Unmatured Default or Event of Default exists and is continuing or Agent has evidence that Borrower is not timely paying its contractors and materialmen, at Agent's election, directly to the persons furnishing labor and/or materials, or to both. Agent shall have no more than one Draw Request obligation to see that the disbursements made by it to Borrower or any designee of Borrower are actually used to pay for Approved Project Expenditures labor and no more than one Draw Request materials furnished for Interest and Carry Cost in each calendar month. Each Draw Request for Approved Project Expenditures shall specify acquisition or development of the Hard Costs (which shall not exceed the value of work in place and Stored Materials as supported by invoices and other supporting documentationReal Estate or Lots, as reasonably approved by Construction Consultant, less applicable. Borrower acknowledges that this is its responsibility and Borrower assumes all risks in connection with any Retainage), including deposits paid disbursement to any Contractor such designee. (i) Agent may withhold from any Advance or, on account of subsequently discovered evidence, withhold from a later Advance, as Agent in its discretion considers necessary to protect Lenders from loss on account of (i) defective work on the Project that has not been remedied, (ii) any obligation required by this Agreement or Trade Contractorthe Loan Documents to have been performed that has not been performed, (iii) liens filed against the Project, which liens are not being disputed in the manner provided in Section 12.3, (iv) failure of Borrower to make payments to the contractors or contractor's failure to pay subcontractors for material or labor, or (v) a reasonable doubt by Agent that development of the Project can be completed for less than the undisbursed proceeds of the Loan. 49 (j) Lenders, from time to time, may make Advances in payment of insurance premiums, taxes, assessments, liens or encumbrances existing against the Collateral, interest accrued and payable upon the applicable Loan, and Soft Costs any charges and expenses that are the obligation of Borrower under this Agreement or any Loan Document and any charges or matters necessary to preserve the Collateral or to cure any Unmatured Default or Event of Default. (including deposits required k) In the event of any dispute that, in the good faith opinion of Agent, may endanger the timely completion of the Project or the fulfillment of any condition precedent or covenant herein, Lenders may make Advances for the account of Borrower without prejudice to Borrower's rights, if any, to recover such funds from the party to whom paid. Such agreement or agreements may take any form that Lenders in their reasonable discretion deem proper, including, without limitation, agreements to indemnify a title insurer against possible assertion of lien claims and agreements to pay disputed amounts to contractors in the event Borrower is unable or unwilling to pay the same. All sums paid or agreed to be paid pursuant to such agreement shall be for the account of Borrower and shall be charged as an Advance. (l) Although Lenders shall have no obligation to make any agreement covering Soft Costs)) Advance unless and Interest until all of the conditions and Carry Costs prior performances set forth herein have been kept, fulfilled or performed, and until all inspections, certifications, releases, waivers, or other requirements set forth in this Agreement have been made, delivered and complied with, Lenders, at their sole discretion, may make Advances prior to that time without waiving or releasing any of the requirements or conditions of this Agreement, but Borrower shall continue to be paid from the proceeds strictly obligated and subject thereto, and all such conditions, prior performances and other requirements shall nevertheless be strictly and punctually complied with, fulfilled and performed; and, notwithstanding any such disbursement, Lenders, at their discretion, may discontinue any further Advances at any time until all of the requested Additional Advance. No Additional Advance with respect conditions, prior performances and other requirements of this Agreement have been strictly fulfilled, performed and complied with. (m) Borrower shall have no right to the payment of any Advance Item constituting Approved Project Expenditure other than to have the same disbursed by Lenders in accordance with one or more of the disbursement provisions contained in this Agreement. Any assignment or transfer, voluntary or involuntary, of this Agreement or any Loan or any right hereunder or thereunder shall not be binding upon or in any way affect Lenders without their written consent; Lenders may make Advances under one or more of the disbursement provisions herein, notwithstanding any such assignment or transfer. (n) In the event that the applicable Loan amount or so much thereof as Lenders are obligated to Advance is not sufficient in Agent's sole judgment to pay all costs contained in the Bulk Land Budget, or other costs necessary to complete the Project, Borrower shall be requested or solely responsible to provide sufficient funds to pay all costs not advanced (x) for an amount thatby Lenders, together and within three days of demand of Agent, Borrower shall deposit with Agent the amount of Additional Advance with respect funds estimated by Agent to be necessary to complete the payment of all other Advance Items constituting Approved Project Expenditure then being requested hereunder and to be disbursed under the Mortgage Loan Agreement, is less than $150,000 (other than terms hereof before any 50 further Advances under the last requested Additional Advance with respect Loan. Failure to such Advance Item if less) or (y) more frequently than once in any calendar month. Each Draw Request in connection with an Additional Advance for make the payment of Hard Costs shall specify the amount of any Retainage previously withheld and which has then become payable deposit required by Borrower, with supporting documentation describing in reasonable detail the basis for any such disbursements. All Draw Requests Agent within three days after notice to Borrower from Agent shall be an Event of Default hereunder. (o) Advances under the Guidance Line will only be available for acquisition of Real Estate and certain engineering, land planning, permitting and other approved "soft costs" until such time as a plat of subdivision approved by Lender, not to be unreasonably withheld, and, with respect to Hard Costs, reasonably approved for payment by Construction ConsultantAgent has been recorded in the official records of the county where the Real Estate is located.

Draw Requests. In connection Concurrently with a the request for each Additional Advanceany construction Advance under the Loan, Borrower shall submit will furnish to Lender and Construction Consultant a draw request (each, a “completed Draw Request”) substantially in the form Request with all required pursuant to Section 2.1.5(b) not less than ten (10) Business Days (but attachments. Borrower will submit all Draw Requests not more than sixty (60) days) prior to the applicable Advance Date; provided that there shall be no more than one Draw Request for Approved Project Expenditures and no more than one Draw Request for Interest and Carry Cost in each calendar month. Each Draw Request for Approved Project Expenditures shall specify the Hard Costs (which shall not exceed the value of work in place and Stored Materials as supported by invoices and other supporting documentation, as reasonably approved by Construction Consultant, less any Retainage), including deposits paid to any Contractor or Trade Contractor, and Soft Costs (including deposits required to be paid pursuant to any agreement covering Soft Costs)) and Interest and Carry Costs to be paid from the proceeds of the requested Additional Advance. No Additional Advance with respect to the payment of any Advance Item constituting Approved Project Expenditure shall be requested or advanced (x) for an amount that, together with the amount of Additional Advance with respect to the payment of all other Advance Items constituting Approved Project Expenditure then being requested hereunder and under the Mortgage Loan Agreement, is less than $150,000 (other than the last requested Additional Advance with respect to such Advance Item if less) or (y) more frequently than once in any calendar Calendar Month, unless Lender in its sole discretion approves a more frequent disbursement period (e.g., twice per month). Each Lender may charge an inspection fee for each Draw Request in connection with an Additional Advance for not to exceed the payment of Hard Costs shall specify the amount lesser of any Retainage previously withheld fees of the Special Engineer for such service or $750 per request. Within ten days of receipt of the Draw Request (so long as the Draw Request has been timely received, is complete, and all other applicable conditions have been satisfied), Lender agrees to make the requested Advance, subject to the terms and conditions of this Agreement. Borrower shall supply to Lender with each Draw Request receipted invoices or bills of sale and unconditional partial releases and waivers of liens from each materials dealer, supplier, laborer, and subcontractor who has done work or furnished materials use of equipment, or other matters which has then become payable could give rise to any lien on the Property or any part of it, or on any Collateral, for construction of the Project covered by Borrower, with supporting documentation describing in reasonable detail the basis for any such disbursements. All most recent Draw Requests shall be approved by Lender, not to be unreasonably withheld, and, Request with respect to Hard Costswhich Lender has made Advances and conditional releases and waivers of liens by all such persons relating to matters covered by the current pending Draw Request (See Section 4.3). The lien waivers must be in a form acceptable to Lender. Upon the request of Lender (in Lender’s discretion), Borrower agrees to make available to Lender prior to the making of any requested Advance: (i) a list of the names and addresses of all materials dealers, laborers, and subcontractors with whom written agreements have been made by Borrower or who have supplied any labor, materials, use of equipment on the Project or any matter which could give rise to a lien on the Property or any part of it or an any Collateral; (ii) evidence that any required inspection by any governmental authority has been satisfactorily completed; and (iii) all other invoices, bills and statements as may be reasonably approved for payment required by Construction ConsultantLender to substantiate the amount requested and the appropriateness of the advance.

Draw Requests. In connection (a) Borrower shall deliver to Bank on a monthly basis evidence of the Project costs to be funded for the preceding month (whether from Loan proceeds or otherwise), the Draw Request, an itemized summary and copies of all invoices included in such disbursement, together with all other supplemental and related documents, including signed AIA Forms G702/703 for the General Contractor and all subcontractors if available and requested by Bank, and an inventory list of all soft costs and invoices for all soft costs in excess of $5,000.00 included in such disbursement, and a list of all subcontractors to be paid out of the Advance along with a request description of the labor and/or materials provided by the subcontractor. Items for payment reflected in such invoices provided with each Additional Advance, Borrower shall submit to Lender and Construction Consultant a draw request (each, a “Draw Request”, are not acceptable if aged more than ninety (90) substantially days unless approved by Bank in writing. (b) To the extent that Borrower demonstrates to Bank’s satisfaction that cash flow from the Project is insufficient to pay interest, fees and other amounts due to Bank under the Loan, Bank shall make Advances of Loan proceeds available once each month therefor from the Interest Reserve. To the extent that Borrower demonstrates to Bank’s satisfaction that cash flow from the Project is insufficient to pay operating expenses at the Project, Bank shall make Advances of Loan proceeds available once each month therefor from the Operating Deficits Reserve. The Bank shall make up to one (1) additional Advance of Loan proceeds for the cost of construction work with respect to the Improvements per month pursuant to Borrower’s Draw Request. Upon receipt of a Draw Request, Bank shall cause Inspecting Architect to inspect the Improvements (if said inspection has not already been scheduled or completed prior to Bank’s receipt of the Draw Request) and to confirm progress of construction work with respect to the costs of such work. If Bank determines that construction is proceeding diligently in accordance with the Plans and otherwise in the form manner required pursuant by this Agreement and that all conditions to Section 2.1.5(b) such disbursement shall have been fulfilled, Bank shall make the disbursement on the date requested by Borrower or as close to such requested date as is commercially reasonable (not to be less than ten (10) Business Days from delivery to Bank of the Draw Request) in the manner specified below. (but not more than sixty (60c) days) prior As conditions precedent to the applicable first Advance, Borrower shall, in addition to satisfying all other conditions for an Advance Date; provided in this Section 3.2(c), provide to Bank (i) evidence that there shall be no more than one Draw Request for Approved Borrower has contributed all of the Borrower’s Equity toward the payment of costs of the Project Expenditures in accordance with the Budget, (ii) the Builder’s All Risk Insurance policy required per Section 5.9 of this Agreement, (iii) Plans, in the form previously submitted and no more than one Draw Request for Interest and Carry Cost in each calendar month. Each Draw Request for Approved Project Expenditures shall specify the Hard Costs (which shall not exceed the value of work in place and Stored Materials as supported approved by invoices and other supporting documentationBank, as reasonably finally approved for construction by Construction Consultantthe Project Architect and the applicable Governmental Authority, less any Retainage), including deposits paid (iv) a schedule listing all Contractors and contracts relating to any Contractor or Trade Contractorthe Project, and Soft Costs copies of such contracts as Bank may require, (including deposits required v) a copy of the Borrower’s Notice to Proceed letter to the General Contractor issued in accordance with the General Contract, and (vi) an updated construction schedule. (d) As a condition precedent to the first Advance and each subsequent Advance of the Loan proceeds, Borrower shall furnish or cause to be furnished to Bank the following documents covering each Draw Request, as applicable, in form and substance satisfactory to Bank: (i) A fully executed Borrower’s Draw Request, in the forms attached hereto as Exhibits B-1 and B-2 together with a copy of Borrower’s letter of request in the form attached as Exhibit B-3, and an itemized summary of and copies of invoices for all costs included in such Draw Request. Without limiting the foregoing, in connection with any Draw Request, Borrower shall submit, as applicable, original, signed and notarized AIA Forms G702/703 for the General Contractor and all subcontractors if available and requested by Bank, and invoices for all soft costs in excess of $5,000.00 included in such Draw Request; (ii) Evidence satisfactory to Bank that all sums then due (invoiced and payable) in connection with the acquisition, development and construction of the Improvements then completed have been paid pursuant to any agreement covering Soft Costs)) and Interest and Carry Costs to (or will be paid from the proceeds requested Advance) in full and that no party claims any statutory or common law lien arising out of the construction of the Improvements or the supplying of labor, material, and/or services in connection therewith; (iii) A Contractor Partial Lien Release, executed by the General Contractor and all subcontractors, in the amount of the lienable costs of the Project payable from the requested Additional Advance. No Additional Advance , in the form attached hereto as Exhibit B-5 which is attached hereto and incorporated herein by this reference, and unconditional lien waivers executed by the suppliers being paid by the General Contractor payable from the requested Advance, with regard to all Advances prior to the then pending Advance; however, with respect to the payment final advance of Loan proceeds to be paid to the General Contractor under its contract, such mechanic’s lien and/or materialman’s release and lien waiver shall be an unconditional full release and waiver of all mechanic’s liens and/or materialman’s liens under the contract or in connection with the Project; (iv) Copies of any change orders, whether proposed or executed, which have not been previously furnished to Bank and the pending change order log maintained by the General Contractor; (v) Copies of Contractors’ contracts to the extent not previously furnished; (vi) Such other documentation as may be required by the Title Company to issue an endorsement to and continuation of the Title Policy covering the amount of the requested Advance, and all Advances made to date, reflecting that there have been no mechanics’ or materialmen’s liens filed since the date of the issuance of the Title Policy, and updating the effective date of the Title Policy to the relevant Advance Item constituting Approved Project Expenditure date, which endorsement shall be requested provided at Borrower’s expense. Upon demand of Bank, Borrower shall immediately cause any liens or advanced other matters to be satisfied; (vii) A complete “Notice of Commencement” to be filed with applicable government office in Florida; (viii) Reserved; (ix) If any significant dispute arises between or among Borrower, General Contractor or any subcontractor and/or material supplier or any party to a material contract, a written summary of the nature of such dispute; (x) for an amount thatAn updated and current copy of the Stored Materials Log, together with which Stored Materials Log shall provide that all of the amount of Additional Advance with respect Stored Materials are located in the jurisdiction in which the Land is situated subject to the payment provisions of Section 3.2(e); (xi) Copies of all other Advance Items constituting Approved Project Expenditure then being requested hereunder licenses and under the Mortgage Loan Agreement, is less than $150,000 (other than the last requested Additional Advance with respect permits not previously delivered by Borrower to such Advance Item if less) or (y) more frequently than once in any calendar month. Each Draw Request Bank that are required in connection with an Additional Advance for the payment of Hard Costs shall specify work giving rise to the amount of any Retainage previously withheld and which has then become payable by Borrower, with supporting documentation describing in reasonable detail the basis for any such disbursements. All Draw Requests shall be approved by Lender, not Project costs intended to be unreasonably withheld, and, paid with respect such proceeds and all subcontracts relating to Hard Costs, reasonably approved for payment by Construction Consultant.such work;

Draw Requests. In connection with (a) Per this Section 2.05, Tenant shall be entitled to receive disbursement of the Tenant Improvement Allowance from time to time during the Term to pay for reimbursements of Tenant’s costs for the Initial Tenant Improvements, provided that at such time the applicable Disbursement Conditions have been satisfied, and provided, further, that in each case, Tenant’s Draw Request for such disbursement must be received by Landlord at least fifteen (15) Business Days prior to the requested disbursement date for the payment of any such disbursement. Tenant shall be permitted to submit two (2) Draw Requests, as follows: (i) The first (1st) Draw Request shall be equal to the amount of $500,000 and shall be permitted to be submitted by Tenant following Tenant’s expending a request minimum amount of $1,000,000 towards the Initial Tenant Improvements, including, without limitation, costs towards equipment and other construction related items (the “Initial Draw”) (evidence of such equity requirement, as aforesaid, shall be furnished by Tenant to the reasonable satisfaction of Landlord prior to the Initial Draw); and (ii) The second (2nd) Draw Request shall be equal to the amount of $2,250,000 and shall be made following T▇▇▇▇▇’s receipt of the Operational Approval (the “Final Draw”). (b) Any Draw Request shall include lien waivers and releases in a form and substance satisfactory to Landlord (in Landlord’s reasonable discretion) from Tenant’s Contractor, all subcontractors, and any other lienors performing services or providing materials for such work who may be entitled to a lien as permitted by Law, waiving any applicable mechanics liens relating to such work, which waivers may be conditioned upon receipt of the amount set forth in the applicable Draw Request (each Additional Advance, Borrower shall submit to Lender and Construction Consultant a draw request (each, a “Draw Request”). (c) substantially Landlord shall pay the amount set forth in the form required pursuant Initial Draw to Section 2.1.5(bTenant within thirty (30) after receipt of the first Draw Request. Landlord shall disburse the Final Draw (not less than ten to exceed the aggregate amount of the Tenant Improvement Allowance) within thirty (1030) Business Days (days after the later to occur of final Completion of the Initial Tenant Improvements and receipt of the Operational Approval. All Initial Tenant Improvements must be in conformance with the building codes of the State and applicable municipality and all other Laws of the State of Minnesota and the County of Anoka, MN. Tenant shall provide to Landlord a copy of the Certificate of Occupancy and final Facility License promptly after receipt thereof. L▇▇▇▇▇▇▇ agrees to reasonably cooperate with T▇▇▇▇▇ to obtain the Certificate of Occupancy, the Operational Approval, and all material Permits, including, but not more than sixty limited to, signing applications that require L▇▇▇▇▇▇▇’s signature. (60d) days) prior Subject to the applicable Advance Date; provided that there shall be no more than one Draw Request for Approved Project Expenditures exact date of payment by Landlord to Tenant, Exhibit F outlines the terms and no more than one Draw Request for Interest and Carry Cost in each calendar month. Each Draw Request for Approved Project Expenditures shall specify the Hard Costs (which shall not exceed the value of work in place and Stored Materials as supported by invoices and other supporting documentation, as reasonably approved by Construction Consultant, less any Retainage), including deposits paid payment schedules related to any Contractor or Trade Contractor, and Soft Costs (including deposits required to be paid pursuant to any agreement covering Soft Costs)) and Interest and Carry Costs to be paid from the proceeds Tenant’s repayment of the requested Initial Draw and the Final Draw. Following receipt of each respective draw, Tenant shall timely pay to Landlord as Additional Advance. No Additional Advance with respect to the payment of any Advance Item constituting Approved Project Expenditure shall be requested or advanced (x) for an amount thatRent, together with the amount of Additional Advance with respect to the payment of all other Advance Items constituting Approved Project Expenditure then being requested hereunder and under the Mortgage Loan Agreement, is less than $150,000 (other than the last requested Additional Advance with respect to such Advance Item if less) or (y) more frequently than once in any calendar month. Each Draw Request in connection with an Additional Advance for the payment of Hard Costs shall specify the amount of any Retainage previously withheld and which has then become payable by Borrower, with supporting documentation describing in reasonable detail the basis for any such disbursements. All Draw Requests shall be approved by Lender, not to be unreasonably withheld, and, with respect to Hard Costs, reasonably approved for payment by Construction Consultant.amounts listed on Exhibit F.