Common use of Pledge and Disbursement of Funds Clause in Contracts

Pledge and Disbursement of Funds. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to Borrower. Lender shall make disbursements from the Funds as requested by Borrower, and approved by Lender in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Project(s) at Borrower’s expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Funds shall be held without interest in Lender’s name and may be commingled with Lender’s own funds at financial institutions selected by Lender in its reasonable discretion. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Funds to the payment of the Loan in any order in its reasonable discretion. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change has occurred in Borrower or any Joinder Party or any Project. All costs and expenses incurred by Lender in the disbursement of any of the Funds shall be paid by Borrower promptly upon demand or, at Lender’s sole discretion, deducted from the Funds. ARTICLE 3

Pledge and Disbursement of Funds. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to Borrower. Lender shall make disbursements from the Funds as requested by Borrower, and approved by Lender in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s 's standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Project(s) Project at Borrower’s 's expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Funds shall be held without interest in Lender’s 's name and may be commingled with Lender’s 's own funds at financial institutions selected by Lender in its reasonable discretion. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Funds to the payment of the Loan in any order in its reasonable discretion. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change has occurred in Borrower or any Joinder Party Party, the Project, or any Projectmajor or anchor tenant. All costs and expenses incurred by Lender in the disbursement of any of the Funds shall be paid by Borrower promptly upon demand or, at Lender’s 's sole discretion, deducted from the Funds. ARTICLE 3.

Pledge and Disbursement of Funds. Borrower Borrowers hereby pledges pledge to LenderAdministrative Agent and Lenders, and grants grant a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender Administrative Agent may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may reasonably adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days days’ notice to BorrowerBorrowers. Lender Administrative Agent shall make disbursements from the Funds as requested by BorrowerBorrowers, and approved by Lender Administrative Agent in its reasonable discretion, on a quarterly monthly basis in increments of no less than $5,000.00 upon not later than ten (10) days following delivery by Borrower Borrowers of LenderAdministrative Agent’s standard form of draw request request, accompanied by copies of paid invoices for the amounts requested and, if reasonably required by LenderAdministrative Agent, conditional lien waivers and releases from all parties furnishing materials and/or services in connection with the requested paymentpayment (which waivers and releases may be subject to receipt of the dollars being requested). Lender If Borrower makes a request for disbursement of Funds in excess of $25,000, Administrative Agent may require an inspection of the applicable Project(s) Projects at Borrower’s Borrowers’ expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Lenders and Borrowers acknowledge and agree that the Funds shall be held without interest in LenderAdministrative Agent’s name or in the name of CONA as an Affiliate of Administrative Agent and may be commingled with Lender’s own the general funds at financial institutions selected by Lender in its reasonable discretionof Administrative Agent. Upon the occurrence and continuation of an Event of Default, Lender Administrative Agent may (and at the direction of the Required Lenders shall) apply any sums then present in the Funds to the payment of the Loan in any order in its the reasonable discretiondiscretion of Administrative Agent. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender Administrative Agent shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change Material Adverse Change has occurred in any Borrower or any Joinder other Borrower Party or any Project. All costs and expenses expenses, if any, incurred by Lender Administrative Agent in the disbursement of any of the Funds shall be paid by Borrower Borrowers promptly upon demand or, at LenderAdministrative Agent’s sole discretion, deducted from the Funds. ARTICLE 3Any amounts remaining in the Funds at the time of payment and performance in full of the Obligations or, if earlier, completion of all Required Repairs solely with respect to the Required Repair Fund so long as no Potential Default or Event of Default exists, shall be promptly disbursed to Borrowers; provided, however the requirement for no Potential Default to exist may be waived by Administrative Agent in its sole discretion for Potential Non-Monetary Defaults.

Pledge and Disbursement of Funds. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to Borrower. Lender shall make disbursements from the Funds as requested by Borrower, and approved by Lender in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Project(s) Project at Borrower’s expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Funds shall be held without interest in Lender’s name and may be commingled with Lender’s own funds at financial institutions selected by Lender in its reasonable discretion. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Funds to the payment of the Loan in any order in its reasonable discretion. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change has occurred in Borrower or any Joinder Party Party, the Project, or any Projectmajor or anchor tenant. All costs and expenses incurred by Lender in the disbursement of any of the Funds shall be paid by Borrower promptly upon demand or, at Lender’s sole discretion, deducted from the Funds. ARTICLE 3Notwithstanding anything to the contrary contained in this Agreement, no Funds shall be released until Borrower has provided evidence satisfactory to Lender that it has obtained all permanent certificates of occupancy required for the Project.

Pledge and Disbursement of Funds. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to Borrower. Lender shall make disbursements from the Funds as requested by Borrower, and approved by Lender in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s 's standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Project(s) Project at Borrower’s 's expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Funds shall be held without with interest in Lender’s 's name and may be commingled with Lender’s 's own funds at financial institutions selected by Lender in its reasonable discretion. All earnings or interest on the Funds shall be added to and become a part of the applicable Fund and shall be disbursed as set forth herein. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Funds to the payment of the Loan in any order in its reasonable discretion. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change has occurred in Borrower Borrower, or any Joinder Party or any the Project. All reasonable costs and expenses incurred by Lender in the disbursement of any of the Funds shall be paid by Borrower promptly upon demand or, at Lender’s 's sole discretion, deducted from the Funds. ARTICLE 3.

Pledge and Disbursement of Funds. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to Borrower. Lender shall make disbursements from the Funds as requested by Borrower, and approved by Lender in its reasonable discretion, on a quarterly monthly basis in increments amounts of no less than $5,000.00 2,500.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid or unpaid invoices for the amounts requested and, if required by Lender, conditional lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Project(s) Project at Borrower’s expense prior to making a quarterly monthly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Funds shall be held without interest in Lender’s name and may be commingled with Lender’s own funds at financial institutions selected by Lender in its reasonable discretion. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Funds to the payment of the Loan in any order in its reasonable discretion. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change has occurred in Borrower or any Joinder Party or any Projectexists. All reasonable out-of-pocket costs and expenses incurred by Lender in the disbursement of any of the Funds shall be paid by Borrower promptly upon demand or, at Lender’s sole discretion, deducted from the Funds. ARTICLE 3.

Pledge and Disbursement of Funds. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to Borrower. Lender shall make disbursements from the Funds as requested by Borrower, and approved by Lender in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s 's standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Project(s) Project at Borrower’s 's expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Funds shall be held without interest in Lender’s 's name and may be commingled with Lender’s 's own funds at financial institutions selected by Lender in its reasonable discretion. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Funds to the payment of the Loan in any order in its reasonable discretion. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change has occurred in Borrower or any Joinder Party Party, the Project, or any Projectmajor or anchor tenant. All reasonable costs and expenses incurred by Lender in the disbursement of any of the Funds shall be paid by Borrower promptly upon demand or, at Lender’s 's sole discretion, deducted from the Funds. ARTICLE 3.

Pledge and Disbursement of Funds. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Funds Interest Reserve as additional security for the payment of the Loan. Lender may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to Borrower. Lender shall make disbursements from the Funds as requested by BorrowerInterest Reserve pursuant to the terms and provisions herein, and approved by Lender in its reasonable discretion, on a quarterly basis in increments of no less but not more often than $5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Project(s) at Borrower’s expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is soughtmonthly. The Funds Interest Reserve shall be held without interest in Lender’s name and may be commingled with Lender’s own funds at financial institutions selected by Lender in its reasonable discretion. Interest Reserve will not bear interest. Upon the occurrence of and during the continuance of an Event of Default, Lender may apply any sums then present in the Funds Interest Reserve to the payment of the Loan in any order in its reasonable discretion. Until expended or applied as above provided, the Funds Interest Reserve shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Funds Interest Reserve while any Event of Default (or Potential Default any event or condition which, with the giving of notice, the passage of time, or both, would constitute an Event of Default) exists or any material adverse change Material Adverse Change has occurred in Borrower or any Joinder Borrower Party or any Projectthe Property. All costs and expenses incurred by Lender in the disbursement of any of the Funds Interest Reserve shall be paid by Borrower promptly upon demand or, at Lender’s sole discretion, deducted from the FundsInterest Reserve. ARTICLE 3On the Maturity Date or the date the Loan is paid in full, the monies then remaining on deposit with Lender under this Section 7.1 shall, at Lender’s option, be applied against the Indebtedness or if no Event of Default exists, returned to Borrower.

Pledge and Disbursement of Funds. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to Borrower. Lender shall make disbursements from the Funds as requested by Borrower, and approved by Lender in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s 's standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Project(s) Project at Borrower’s 's expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Funds shall be held without interest in Lender’s 's name and may be commingled with Lender’s 's own funds at financial institutions selected by Lender in its reasonable discretion. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Funds to the payment of the Loan in any order in its reasonable discretion. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change has occurred in Borrower or any Joinder Party Party, the Project, or any Projectmajor or anchor tenant. All reasonable costs and expenses incurred by Lender in the disbursement of any of the Funds shall be paid by Borrower promptly upon demand or, at Lender’s 's sole discretion, deducted from the Funds. ARTICLE 3.

Pledge and Disbursement of Funds. Borrower Borrowers hereby pledges pledge to LenderAdministrative Agent and the Lenders, and grants grant a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender Administrative Agent may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may reasonably adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days days’ notice to BorrowerBorrowers. Lender Administrative Agent shall make disbursements from the Funds as requested by BorrowerXxxxxxxxx, and approved by Lender Administrative Agent in its reasonable discretion, on no more than a quarterly monthly basis in increments of no less than Five Thousand Dollars ($5,000.00 5,000.00) upon delivery by Borrower Borrowers of LenderAdministrative Agent’s standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if reasonably required by LenderAdministrative Agent, conditional lien waivers and releases from all parties furnishing materials and/or or services in connection with the requested paymentpayment (which waivers and releases may be subject to receipt of the dollars being requested). Lender If Xxxxxxxx makes a request for disbursement of Funds in excess of Twenty-Five Thousand Dollars ($25,000), Administrative Agent may require an inspection of the applicable Project(s) Projects at Borrower’s Borrowers’ expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Lenders and Xxxxxxxxx acknowledge and agree that the Funds shall be held without interest in LenderAdministrative Agent’s name and may be commingled with Lender’s own the general funds at financial institutions selected by Lender in its reasonable discretionof Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, Lender Administrative Agent may (and at the direction of the Required Lenders shall) apply any sums then present in the Funds to the payment of the Loan in any order in its the reasonable discretiondiscretion of Administrative Agent. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender Administrative Agent shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change Material Adverse Change has occurred in Borrower Borrowers or any Joinder other Borrower Party or any Projectthe Projects. All costs and expenses expenses, if any, incurred by Lender Administrative Agent in the disbursement of any of the Funds shall be paid by Borrower Borrowers promptly upon demand or, at LenderAdministrative Agent’s sole discretion, deducted from the Funds. ARTICLE 3Any amounts remaining in the Funds at the time of payment and performance in full of the Obligations or, if earlier, completion of all Required Repairs solely with respect to the Required Repair Fund so long as no Potential Default or Event of Default exists, shall be promptly disbursed to Borrowers. In no event may funds from the Replacement Escrow Fund be used to pay for a Tenant’s furniture, fixture or equipment or other property which will be owned by a Tenant.

Pledge and Disbursement of Funds. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to Borrower. Lender shall make disbursements from the Funds as requested by Borrower, and approved by Lender in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Project(s) at Borrower’s expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Funds shall be held without interest in Lender’s name and may be commingled with Lender’s own funds at financial institutions selected by Lender in its reasonable discretion. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Funds to the payment of the Loan in any order in its reasonable discretion. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change has occurred in Borrower or any Joinder Party or any Project. All costs and expenses incurred by Lender in the disbursement of any of the Funds shall be paid by Borrower promptly upon demand or, at Lender’s sole discretion, deducted from the Funds. ARTICLE 3.

Pledge and Disbursement of Funds. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender may reasonably reassess its estimate of Subject to the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to Borrower. conditions set forth in Section 2.4(c), Lender shall make disbursements from the Funds as requested by Borrower, and approved by Lender in its reasonable discretion, on a quarterly monthly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Such advances may be made, at Lender’s election, either (i) in reimbursement for expenses paid by Borrower, or (ii) for payment of expenses incurred and invoiced but not yet paid by Borrower. Lender may require an inspection of the applicable Project(s) Project at Borrower’s expense prior to making a quarterly monthly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Funds shall be held without interest in Lender’s name and may be commingled with Lender’s own funds at financial institutions selected by Lender in its reasonable discretion. Upon the occurrence and during the continuance of an Event of Default, Lender may apply any sums then present in the Funds to the payment of the Loan in any order in its reasonable discretion. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Funds while any monetary or other material Event of Default or Potential Default exists or any material adverse change has occurred in Borrower or any Joinder Party or any Projectthe Project which is reasonably likely to render Borrower’s or Joinder Party’s unable to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and expenses incurred by Lender in the disbursement of any of the Funds shall be paid by Borrower promptly upon demand or, at Lender’s sole discretion, deducted from the Funds. ARTICLE 3All work for which payment is made from the Funds shall be performed and completed lien-free and in a good and workmanlike manner.

Pledge and Disbursement of Funds. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to Borrower. Lender shall make disbursements from the Funds as requested by Borrower, and approved by Lender in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Lender, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender may require an inspection of the applicable Project(s) Project at Borrower’s expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Funds shall be held without with interest in Lender’s name and may be commingled with Lender’s own funds at financial institutions selected by Lender in its reasonable sole discretion. All earnings or interest on the Funds shall be added to and become a part of the applicable Fund and shall be disbursed as set forth herein. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Funds to the payment of the Loan in any order in its reasonable sole discretion. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change has occurred in Borrower or any Joinder Party or any Projectthen exists. All costs and expenses incurred by Lender in the disbursement of any of the Funds shall be paid by Borrower promptly upon demand or, at Lender’s sole discretion, deducted from the Funds. ARTICLE 3demand.

Pledge and Disbursement of Funds. Borrower Borrowers hereby pledges pledge to LenderAdministrative Agent and the Lenders, and grants grant a security interest in, any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Lender Administrative Agent may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may adjust the monthly amounts required to be deposited into the Funds upon thirty (30) days notice to BorrowerBorrowers. Lender Administrative Agent shall make disbursements from the Funds as requested by BorrowerBorrowers, and approved by Lender Administrative Agent in its reasonable discretion, on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrower Borrowers of LenderAdministrative Agent’s standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by LenderAdministrative Agent, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. Lender For any disbursements requested in excess of One Hundred Thousand Dollars ($100,000), Administrative Agent may require an inspection of the applicable Project(s) Projects at Borrower’s Borrowers’ expense prior to making a quarterly disbursement in order to verify completion of replacements and repairs for which reimbursement is sought. The Lenders and the Borrowers acknowledge and agree that the Funds shall be held without interest in LenderAdministrative Agent’s name and may be commingled with LenderAdministrative Agent’s own funds at financial institutions selected by Lender Administrative Agent in its reasonable discretion. Upon the occurrence of an Event of Default, Lender Administrative Agent may (and at the direction of the Required Lenders shall) apply any sums then present in the Funds to the payment of the Loan in any order in its the reasonable discretiondiscretion of the Administrative Agent. Until expended or applied as above provided, the Funds shall constitute additional security for the Loan. Lender Administrative Agent shall have no obligation to release any of the Funds while any Event of Default or Potential Default exists or any material adverse change Material Adverse Change has occurred in any Borrower or any Joinder Borrower Party or any Project. All reasonable costs and expenses incurred by Lender Administrative Agent in the disbursement of any of the Funds shall be paid by Borrower Borrowers promptly upon demand or, at LenderAdministrative Agent’s sole discretion, deducted from the Funds. ARTICLE 3.