Common use of Disbursement Procedure Clause in Contracts

Disbursement Procedure. ‌ Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: 1. Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate disbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. 2. The Recipient must submit a disbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late disbursement requests may not be honored. 3. The Recipient may request disbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval. 4. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 5. The Recipient must not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each Disbursement Request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Disbursement Request. Disbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 6. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. 7. The Recipient shall not request a disbursement unless that Project Cost is allowable, reasonable, and allocable. 8. Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. 9. No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇▇/employees/Pages/travel- reimbursements.aspx. as of the date costs are incurred by the Recipient.

Disbursement Procedure. ‌ Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: 1. Upon execution and delivery of this Agreement by both all parties, the Recipient Administrating District may request immediate disbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. 2. The Recipient Administrating District must submit a disbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late disbursement requests may not be honored. 3. The Recipient Administrating District may request disbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval. 4. Additional Project Funds will be promptly disbursed to the Recipient Administrating District upon receipt of Disbursement Request Form 260 and Form 261, or any amendment thereto, duly ▇▇▇▇ completed and executed by the Recipient Recipients for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 5. The Recipient Administering District must not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the RecipientRecipients, although the actual payment of such cost by the Recipient Recipients is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each Disbursement Request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Disbursement Request. Disbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 6. The Recipient Administrating District must spend Project Funds within 30 days of receipt. If the Recipient earns Recipients earn interest earned on Project Funds, it they must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. 7. The Recipient Administrating District shall not request a disbursement unless that Project Cost is allowable, reasonable, and allocable. 8. The Administrating District is solely responsible for submitting disbursement requests in compliance with this Exhibit B.1.7. 9. The State Water Board shall provide disbursements only to the Administrating District. 10. Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. 911. No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇▇/employees/Pages/travel- reimbursements.aspx. as of the date costs are incurred by the Recipient.

Disbursement Procedure. ‌ Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: 1. Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate disbursement of any eligible incurred planning and design allowance costs as specified in Exhibit B from the Project Funds through submission to the State Water Board of the Disbursement Request Form 260 and Form 261260, or any amendment thereto, duly completed and executed. 2. The Recipient must submit a disbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late disbursement requests may not be honored. 3. The Recipient may request disbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division referenced in the Final Budget ApprovalExhibit B and Exhibit A-FBA. (Note that this Agreement will be amended to incorporate Exhibit A-FBA after final budget approval.) 4. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Disbursement Request Form 260 and Form 261260, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress status reports due under Exhibit A. 5. The Recipient must not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each Disbursement Request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Disbursement Request. Disbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 6. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. 7. The Recipient shall not request a disbursement unless that Project Cost is allowable, reasonable, and allocable. 8. Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. 9. No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. E. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇▇/employees/Pages/travel- reimbursements.aspx. as of the date costs are incurred by the Recipient.

Disbursement Procedure. ‌ Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: 1. Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate disbursement of any eligible incurred planning and design allowance costs as specified below from the Project Funds through submission to the State Water Board of the Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. 2. The Recipient must submit a disbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late disbursement requests may not be honored. 3. The Recipient may request disbursement of eligible construction and equipment costs consistent with budget amounts referenced below and in B.1.5. after the Division has approved the final budget form submitted by the Recipient. The Deputy Director of the Division in may authorize the Final Budget Approvaldisbursement of up to ten percent (10%) of Project Funds for the reimbursement of eligible construction costs and pre-purchased materials prior to Division approval of the final budget form submitted by the Recipient. 4. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 5. The Recipient must not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each Disbursement Request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Disbursement Request. Upon request by the Division, supporting documents for professional and administrative services must include the employees’ names, classifications, labor rates, hours worked, and descriptions of the tasks performed. Disbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 6. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. 7. The Recipient shall not request a disbursement unless that Project Cost is allowable, reasonable, and allocable. 8. Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. 9. No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇▇/employees/Pages/travel- reimbursements.aspx. as of the date costs are incurred by the Recipient.

Disbursement Procedure. ‌ Except Lender agrees, on the terms and conditions and relying on the representations set forth herein, to lend to Borrower, and Borrower agrees to borrow from Lender, an amount not to exceed the principal amount of the Loan. Subject to compliance by Borrower with all of the provisions of this Loan Agreement, the Loan shall be disbursed by Lender making Advances of all approved requisitions in accordance with the following procedures: (a) Not less than five (5) Business Days before the date on which Borrower desires an Advance, Borrower shall submit to Lender a requisition in form reasonably satisfactory to Lender requesting an Advance. Each request for an Advance is to be accompanied by the following: i) In the case of Hard Costs, a cost breakdown showing the cost of Improvements to the date of the requisition and showing the percentage of completion of each line item on the Cost Budget; the accuracy of the cost breakdown shall be certified by Borrower, the General Contractor and by the Borrower's architect (or, as to any items not within the scope of a general contract, by the contractors directly responsible to Borrower for such items); ii) All requests for Hard Costs shall be supported by AIA Document G702 and G703, by invoices for materials, and, if required by the Title Company or by the Lender following the occurrence of any Default hereunder, by lien waivers for all preceding draws from the General Contractor and from all subcontractors or suppliers as required by the Title Company; iii) All requests for Soft Costs shall be supported by invoices and any other items as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows:reasonably required by the Lender; and 1. Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate disbursement of any eligible incurred planning and design allowance costs through submission iv) An endorsement to the State Water Board title insurance policy insuring the Deed of Trust insuring each Advance being requisitioned, updating the Disbursement Request Form 260 effective date of said title insurance policy, and Form 261, containing no new lien or any amendment thereto, duly completed and executedencumbrance except as are previously approved or as are acceptable to the Lender in Lender's reasonable determination. 2. The Recipient must submit a disbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90b) days after this Agreement is executed by the State Water Board. Late disbursement requests may not be honored. 3. The Recipient may request disbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval. 4. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 5. The Recipient must not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each Disbursement Request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Disbursement Request. Disbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 6. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. 7. The Recipient shall not request a disbursement unless that Project Cost is allowable, reasonable, and allocable. 8. Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. 9. No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at ▇▇▇▇://▇▇▇.Borrower appoints ▇▇▇▇▇.▇▇.▇ ▇▇▇/employees/Pages/travel- reimbursements.aspx▇▇▇▇▇ or ▇▇▇ Stock (either one may sign) as its agents to make disbursement requests. Borrower may hereafter by written notice to Lender appoint one or more other agents or change agents to make disbursement requests, provided any such notice is not effective until actually received by Lender. (c) The completed construction will be reviewed by the Lender's Inspecting Consultant who will certify to Lender, among other things, as to the value of completed construction, percentage of completion, and substantial compliance with the Plans and Specifications. (d) The maximum allowable Advance will equal the total of (i) Soft Costs actually incurred within the budgeted amounts therefor as shown on the Cost Budget, plus (ii) the lesser of (x) the Hard Cost of the date costs completed construction or (y) the scheduled value of each completed item shown on the General Contractor's schedule of values for the Improvements, with no Advance being made for any duplication of work, work which does not substantially conform to the Plans and Specifications or work which is unsatisfactory in the reasonable opinion of the Lender's Inspecting Consultant. Advances will be made for stored materials as long as such stored materials are incurred either (i) stored in a bonded warehouse approved by the RecipientLender's Inspecting Consultant, or (ii) stored at the Property in a locked and otherwise secure storage arrangement acceptable to the Lender and insured in an amount acceptable to the Lender; however, in no event will Lender be obligated to make Advances to pay for stored materials more than one hundred and twenty (120) days prior to the date such stored materials are to be used in the construction of the Improvements. Upon request, Borrower shall provide the Lender with a detailed listing of and invoices for all stored materials. The Advance to be made will be the maximum allowable advance less the Retainage. Except as otherwise provided in the construction contract between the Borrower and the General Contractor and with the consent of the Lender's Inspecting Consultant which such approval shall not be unreasonably withheld, the Retainage shall be advanced only after substantial completion of all construction work and approval thereof by the Lender's Inspecting Consultant (which approval will not be unreasonably withheld) and the furnishing to Lender of evidence reasonably satisfactory to Lender that such completion is free of all mechanic's and materialman's liens (or any such liens have been bonded off) and the appropriate department of Pima County, Arizona has issued a certificate of occupancy for the Improvements. (e) Advances shall be made for costs on each line item shown on the Cost Budget only up to the amount budgeted on the Cost Budget for such line item. A reallocation among line items may be made only with the prior written consent of Lender, which consent shall not be unreasonably withheld. Through the construction period and thereafter, disbursements may be made to pay interest accrued and owing on the Loan only to the extent cash flow from the Improvements is insufficient to do so, notwithstanding that the Cost Budget contains unadvanced sums for interest. (f) Lender shall not be required to make Advances more than once each month and Lender reserves the right to limit the total amount advanced on the Loan at any time to an amount which, when deducted from the total amount of the Loan, leaves a balance to be advanced equal to or greater than the estimated cost of completion of the Improvements and remaining nonconstruction expenses plus the Retainage applicable to the total amount of the Loan, all as reasonably determined by Lender from time to time. Notwithstanding the foregoing, the Lender will not be relieved of its obligation to make Advances hereunder in the event that there are changes in the Cost Budget as long as the Borrower injects additional equity (or provides Lender with evidence reasonably satisfactory to Lender of such other sources of funds) by an amount equal to any increases in cost over the previously approved Cost Budget; any such supplemental amount shall be expended and evidenced to Lender before additional Advances are available hereunder. The provisions of this Section 3.1 are solely for the benefit of Lender. Lender may make one or more Advances to Borrower upon written or oral disbursement requests not complying with the requirements of this Section 3.1, and such Advances will, in the absence of bad faith by Lender, conclusively be deemed to be Advances to Borrower hereunder.

Disbursement Procedure. ‌ Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: 1. Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate disbursement of any eligible incurred planning and design allowance costs through submission Subject to the State Water Board compliance with all of the Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. 2. The Recipient must submit a disbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late disbursement requests may not be honored. 3. The Recipient may request disbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval. 4. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 5. The Recipient must not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each Disbursement Request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Disbursement Request. Disbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 6. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. 7. The Recipient shall not request a disbursement unless that Project Cost is allowable, reasonable, and allocable. 8. Notwithstanding any other provision provisions of this Agreement, no disbursement and subject to the terms of this Agreement, the Loan shall be disbursed in several advances at such time and in such amounts as Lender shall determine in accordance with the following procedures: Not less than five (5) business days before the date on which Borrower desires an advance of the Loan, Borrower shall submit to Lender a requisition in form satisfactory to Lender which shall include (i) the Budget, (ii) for amounts in the Budget designated for the Project Work pursuant to a construction contract with a general contractor, an AIA G702/703 form containing the itemized schedule of values for such Project Work under the particular contract and an itemization of the particular costs incurred to date pursuant to each category of such schedule of values, (iii) a separate itemization of costs incurred for equipment, construction and nonconstruction expenses in connection with the Project Work or the Loan (other than those incurred pursuant to a general construction contract (itemized under the line items of the Budget, with copies of invoices for all such amounts)) and (iv) the percentage of completion of each line item on the Budget and each schedule of values. The accuracy of the costs and percentage of completion shall be certified to Lender by Borrower, by Borrower's project architect and, in the case of Project Work by a general contractor, also by such general contractor. Borrower appoints BNP Management, Inc. as its agent(s) (if more than one, any one may sign) to make disbursement requests. Borrower may hereafter by written notice to Lender appoint one or more other agents or change agents to make disbursement requests, provided any such notice is not effective until actually received by Lender. Lender may require that the completed Project Work to the date of costs included in any request for an advance of the Loan be reviewed and approved by a construction inspector selected by Lender as a condition to funding. Fees and expenses of Lender's inspector shall be promptly reimbursed by Borrower. Borrower will contact the Lender's inspector and coordinate delivery of Borrower's requisition with an inspection by the Lender's inspector in order to allow the Lender's inspector to review the completed Project Work for which costs are included in Borrower's requisition. Such inspector will review and certify to Lender his opinion of the percentage of completion, the general quality of completed Project Work and compliance with the proposed scope of the Project Work and the maximum allowable advances, which shall be determined in accordance with the following paragraphs of this Section. (1) a reasonable retainage (not more than ten percent (10%) or less than five percent (5%) of the total construction costs of the Project Work under the Loan, as determined by Lender), except for the last advance for the Project Work and (2) the amounts of the Loan previously advanced by Lender. The retainage shall be advanced only after satisfactory completion of all Project Work, the furnishing to Lender of evidence satisfactory to Lender that such completion is free of all mechanics' and materialmen's liens, the submission to Lender of evidence that any appropriate governmental approvals of the Project Work necessary for permanent occupancy have been obtained and satisfaction of the conditions of Section 4.19 hereof. Advances of the Loan shall be made for costs on each line item shown in the Budget only up to the amount set forth in the Budget for such line item. A reallocation among line items may be made only with the prior written consent of Lender. The timing of advances for development fees, leasing fees and other fees or expenses set forth in the Budget which are payable to Borrower or any person or entity affiliated with Borrower shall be in Lender's discretion and generally shall not be permitted to exceed the percentage completion of Project Work. No advance will be made for materials stored for future use except in Lender's sole discretion. Notwithstanding the foregoing, Lender shall not be required to advance more than once each month, and Lender reserves the right to limit the total amount advanced on the Loan at any time to an amount which, when deducted from the total amount of the Loan, leaves a balance to be advanced equal to or greater than the cost of completion of the Project Work and payment of remaining nonconstruction expenses of the type set forth in the Budget plus the retainage under any manner contract for which is the conditions herein for release have not been satisfied, all as determined by Lender from time to time. Lender shall be entitled to retain at all times as undisbursed Loan funds an amount sufficient to pay all construction and nonconstruction costs of the type set forth in violation the Budget. No advances of the Loan shall be made after April 29, 1999, except in Lender's discretion. The Loan includes a contingency amount designated in the Budget and which may be disbursed by Lender at its sole discretion to complete the Project Work and pay the costs thereof or to pay other amounts owing by Borrower in conflict connection with federal the Loan or state lawsthis Agreement. Interest will be payable by Borrower to Lender on that portion of the contingency actually disbursed by Lender. The contingency will be included in the computation of the undisbursed portion of the Loan for purposes of determining whether the undisbursed portion of the Loan will be sufficient to complete the Project Work. The conditions and limitations of this Section relating to advances of the Loan may be waived by Lender as to one or more advances at Lender's sole option without notice, policiesand Lender may make one or more advances to Borrower upon written or oral disbursement requests not complying with the requirements of this Section, and such advances will nevertheless be deemed to be advances to Borrower hereunder, but will not constitute a waiver by Lender of its right to impose such limitations and conditions as a prerequisite to any subsequent advance to Borrower. Waiver as to any one or more advances shall impose no liability upon Lender to Borrower, or regulations. 9any other person or entity. Each submission by Borrower to Lender of a requisition for an advance of the Loan shall constitute Borrower's representation and warranty to Lender that: (a) all of the Project Work for which an advance is requested has been completed, and (b) all Project Work costs which Lender has previously advanced Loan funds have in fact been paid. Unless otherwise agreed by Lender in its discretion, Lender will make advances of the Loan by depositing the same into a construction account with Lender. Borrower agrees that such construction account shall be used by Borrower only for the purpose of paying the costs and expenses contemplated by this Agreement. The Loan funds deposited in such construction account may not be withdrawn by Borrower, at Lender's option, until all conditions of Section 2.12 hereof have been satisfied. Interest will nevertheless begin to accrue upon deposit in such account. Borrower assigns to Lender, and grants to Lender a security interest in and right of setoff against, all funds from time to time in such construction account. No work interest shall be paid on funds in such account. The making of an advance by Lender shall not constitute Lender's approval or travel outside acceptance of the State Project Work theretofore completed. Lender's or its inspector's inspection and approval of California is permitted under this Agreement unless the Division provides prior written authorization. Failure Project Work, or the workmanship and materials used therein, shall impose no liability of any kind on Lender or such inspector, the sole obligation of Lender as the result of such inspection and approval being to comply with this restriction may result in termination make the advances if, and to the extent, required by this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇▇/employees/Pages/travel- reimbursements.aspx. as of the date costs are incurred by the Recipient.

Disbursement Procedure. ‌ Except as may 1. 02A Tranches The Bank shall disburse the Credit in up to 15 (fifteen) Tranches. The amount of each Tranche, if not being the undrawn balance of the Credit, shall be otherwise provided in this Agreement, disbursement a minimum amount of Project Funds will be made as follows:EUR 2 000 000 (two million euros). 1. Upon execution and delivery of this Agreement by both parties02B Disbursement Request (a) From time to time up to 15 (fifteen) days before the Final Availability Date, the Recipient Borrower may request immediate present to the Bank a Disbursement Request for the disbursement of any eligible incurred planning a Tranche. The Disbursement Request shall specify: (i) the amount and design allowance costs through submission to currency of the State Water Board Tranche; (ii) the preferred disbursement date for the Tranche, which shall be a Relevant Business Day falling at least 15 (fifteen) days after the date of the Disbursement Request Form 260 and Form 261on or before the Final Availability Date, it being understood that the Bank may disburse the Tranche up to 4 (four) calendar months from the date of the Disbursement Request; (iii) whether the Tranche is a Fixed Rate Tranche or any amendment theretoa Floating Rate Tranche, duly completed each pursuant to the relevant provisions of Article 3.01; (iv) the preferred terms for repayment of principal for the Tranche, chosen in accordance with Article 4.01; (v) the preferred first and executedlast dates for repayment of principal for the Tranche; (vi) the Borrower’s choice of Interest Revision/Conversion Date, if any, for the Tranche; and (vii) the IBAN code (or appropriate format in line with local banking practice) and SWIFT BIC of the bank account to which disbursement of the Tranche should be made. 2. The Recipient must submit (b) If the Bank, following a disbursement request for costs incurred prior by the Borrower, has provided the Borrower, before the submission of the Disbursement Request, with a non-binding fixed interest rate or spread quotation to be applicable to the date this Agreement Tranche, the Borrower may also at its discretion specify in the Disbursement Request such quotation, that is executed to say: (i) in the case of a Fixed Rate Tranche, the aforementioned fixed interest rate previously quoted by the State Water Board no later than ninety Bank; or (90ii) days after this Agreement is executed in the case of a Floating Rate Tranche, the aforementioned spread previously quoted by the State Water Board. Late disbursement requests may not be honoredBank, applicable to the Tranche until the Maturity Date or until the Interest Revision/Conversion Date, if any. 3. The Recipient may request disbursement (c) Each Disbursement Request shall be accompanied by evidence of eligible construction the authority of the person or persons authorised to sign it and equipment costs consistent with budget amounts approved the specimen signature of such person or persons or a declaration by the Division Borrower that no change has occurred in relation to the Final Budget Approvalauthority of the person or persons authorised to sign Disbursement Requests under this Contract. 4. Additional Project Funds will be promptly disbursed (d) Subject to the Recipient upon receipt of Article 1.02C(b), each Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 5. The Recipient must not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each Disbursement Request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Disbursement Request. Disbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Divisionirrevocable. 6. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. 7. The Recipient shall not request a disbursement unless that Project Cost is allowable, reasonable, and allocable. 8. Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. 9. No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇▇/employees/Pages/travel- reimbursements.aspx. as of the date costs are incurred by the Recipient.

Disbursement Procedure. ‌ Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: 1. Upon execution and delivery of this Agreement by both parties, the Recipient (a) The Company may request immediate disbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board Disbursements of the Disbursement Request Form 260 and Form 261IFC Loans by delivering to IFC, or any amendment thereto, duly completed and executed. 2. The Recipient must submit a disbursement request for costs incurred at least ten (10) Business Days prior to the proposed date this Agreement is executed by of Disbursement, an IFC Disbursement Request substantially in the State Water Board no later than ninety (90form of Schedule 3.2(a)(i) days after this Agreement is executed by hereof, and a receipt substantially in the State Water Board. Late disbursement requests may not be honoredform of Schedule 3.2(a)(ii) hereof. 3(b) In the IFC Disbursement Request, in respect of any A Loan Disbursement, the Company shall also propose a date to be the Rate Setting Date for the Tranche which corresponds to the relevant Disbursement. The Recipient may request Such date shall be the Rate Setting Date unless the conditions of disbursement applicable to the relevant Disbursement have not by then been fulfilled to IFC's satisfaction or waived by IFC, in which case the Rate Setting Date shall be that date which is two (2) Business Days after IFC has notified the Company that the relevant conditions of eligible construction and equipment costs consistent with budget amounts approved by disbursement have been so fulfilled or waived. In no case, however, shall the Division in Rate Setting Date be less than five (5) Business Days after IFC receives the Final Budget ApprovalIFC Disbursement Request nor less than two (2) Business Days before the date of the relevant Disbursement, unless IFC otherwise agrees. 4. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient (c) In preparation for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 5. The Recipient must not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each an IFC Disbursement Request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times in respect of any A Loan Disbursement, the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Disbursement Request. Disbursement Requests submitted without supporting documents Company may be wholly or partially withheld at the discretion of the Division. 6. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. 7. The Recipient shall not request a disbursement unless that Project Cost is allowable, reasonable, and allocable. 8. Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or (but not more often than once in any manner calendar month) ask IFC which is rate service (among those listed in violation the definition of or in conflict with federal or state laws, policies, or regulations. 9. No work or travel outside Fixed Rate Swap Equivalent) IFC intends to use to determine the State Tranche Interest Rate and an indication of California is permitted under this Agreement unless what the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall Tranche Interest Rate would be at rates not to exceed those set by the California Department of Human Resources at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇▇/employees/Pages/travel- reimbursements.aspx. as of the date costs are incurred by of such IFC Disbursement Request. As promptly as practicable after such inquiry, IFC shall advise the RecipientCompany of the relevant rate service (and if such rate service displays information which changes during the course of the day, rather than staying fixed for the whole day, as of what time the relevant information would be obtained) and the indicative Tranche Interest Rate. (d) IFC shall make Disbursements of the IFC Loans to the credit of the Company into the Offshore Retention Account in accordance with the provisions of the Trust and Retention Agreement. (e) Each Disbursement of the IFC Loans shall be made in an aggregate amount (except with respect to the last Disbursement thereof) of not less than four million Dollars ($4,000,000), and there shall be no more than eight (8)

Disbursement Procedure. ‌ Except as may IHP shall advance funds to the Company up to the IHP Maximum Capital Commitment (collectively hereafter the “Funds”) in the manner and for the purposes set forth herein. (a) Upon verification of the accuracy of the Request for Funds, including inspection of the Project by or on behalf of IHP and satisfaction of all applicable conditions contained herein, IHP shall make the approved disbursements to the Company’s Project Cost Account; provided, however, that IHP reserves the right, at IHP’s option, to make any disbursements for construction of the Project directly to the general contractor and/or subcontractors, laborers and materialmen. (b) Disbursement of the Funds shall be otherwise provided in this Agreement, disbursement of Project Funds will be made requested as follows: (i) The Managing Member and IHP shall agree to a set date each calendar month following commencement of the Project by which the Managing Member shall submit to IHP a Request for Funds on IHP’s standard form attached hereto as Attachment “1” hereto, including a funding request detail in the form of the disbursement control system provided by IHP to the Managing Member. The disbursement control system shall set forth, among other things, a description of the Phase for which the disbursement is requested, the total amount of funds requested for each Phase with respect to each line item of the Approved Phase Budget, the applicable percentage of completion of each Phase, the total amount incurred, expended and/or due for each requested item less prior disbursements for each such item for such Phase and for the Project as a whole. Upon execution IHP’s request, the Managing Member shall also submit with each Request for Funds the cost detail of labor performed on and delivery materials stored on or incorporated into the Project under each line item on each Approved Phase Budget. IHP hereby reserves the right, at any time, to require statements, bills or invoices, along with lien releases from any contractors, subcontractors, laborers or materialmen regarding all direct construction costs from the Managing Member. IHP shall have ten (10) business days after receipt of each Request for Funds and any other information required to be submitted to IHP pursuant to this Agreement by both partiesto approve or disapprove such Request for Funds. If IHP does not respond within said ten (10) day period, the Recipient may request immediate disbursement of any eligible incurred planning and design allowance costs through submission to the State Water Board of the Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed. 2. The Recipient must submit a disbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late disbursement requests may not be honored. 3. The Recipient may request disbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval. 4. Additional Project Funds will be deemed disapproved. (c) The following persons, each able to act alone, are hereby designated by the Managing Member as persons authorized by the Managing Member to certify and sign Requests for Funds in accordance with the terms of this Exhibit “D,” and the Managing Member, with the consent of IHP, shall have the right to revoke such designation, and substitute any other person as the person authorized to sign such orders: (d) All disbursements and Requests for Funds shall be in accordance with the cost breakdown set forth in each Approved Phase Budget. If the Managing Member becomes aware of any change in the construction costs which would increase the total cost of construction of the Project as shown on each Approved Phase Budget, the Managing Member shall immediately notify IHP in writing and promptly disbursed submit to IHP for its approval a proposed revision to the Recipient upon receipt of Disbursement Request Form 260 Approved Phase Budget and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 5Approved Project Budget. The Recipient must not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each Disbursement Request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds No further disbursements will be made only after receipt by IHP unless and until the proposed revisions to the Approved Phase Budget and Approved Project Budget is received and approved by IHP. IHP reserves the right to approve or disapprove any proposed revisions to the Approved Phase Budget and Approved Project Budget in its discretion. Notwithstanding anything herein to the contrary, unless IHP otherwise specifically consents in writing, which consent may be withheld in its discretion, IHP shall have no obligation to disburse more Funds per Phase for any item or category of Project Costs other than the amount specified with respect to that Phase and item or category in the Approved Phase Budget, or to make any disbursement of Funds allocated to future Phases unless and until the conditions precedent for beginning construction on such Phases have been satisfied. (e) IHP shall not be liable for any error, omission, irregularity, or action taken with respect to the disbursement of the Funds. (f) Except as expressly set forth in the Agreement and this Exhibit “D,” in no event shall any part of the Funds be used to pay any costs, profit or overhead of the Managing Member. The Managing Member acknowledges that it has no right to undisbursed Funds other than to have the same disbursed by IHP in accordance with this Exhibit “D.” (g) The Managing Member covenants that any disbursements received by it hereunder shall be held as trust funds in the Company bank accounts to be applied first for the purpose of paying for the appropriate Project Costs and for no other purpose, but nothing herein shall impose upon IHP any obligation to see to the proper application of such payments. (h) Each portion of the Approved Phase Budget shall be periodically disbursed into the Project Cost Account or to or for the benefit of the Company for the payment of Project Costs for each Subitem by category in accordance with the percentages of completion of the work up to the maximum amount allocated for any requested Subitem less prior disbursements and upon satisfactory evidence that such Project Costs are due and payable. (i) Contingency will be reallocated upon the approval of the Members. (j) If any Request for Funds includes the cost of materials stored at a location other than the Property (“Off-site Materials”), such Request for Funds shall include each of the following: (i) evidence that the Off-site Materials have been paid for, have been segregated from other Materials in the facility and have been appropriately marked to indicate Company’s ownership thereof; (ii) evidence that the Off-site Materials are insured as required hereunder; and (iii) at IHP’s request, such other additional documentation and evidence as IHP may reasonably require. (k) If any Request for Funds includes the cost of materials stored on the Property (“On-site Materials”), such Request for Funds shall include each of the following: (i) evidence that the On-site Materials have been paid for; (ii) evidence that the On-site Materials are insured as required hereunder; and (iii) evidence that the On-site Materials are stored in an area on the Property for which adequate security is provided against theft and vandalism. (l) The portion of the Approved Project Budget representing costs at sale which are to be deducted from gross sales proceeds are not available until the close of escrow of a complete, adequately supported, properly documented, and accurately addressed Disbursement Request. Disbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 6. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. 7. The Recipient shall not request a disbursement unless that Project Cost is allowable, reasonable, and allocable. 8Lot. Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. 9. No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreementforgoing, pursuant to Exhibit C. Any reimbursement for necessary travel the Agreement and per diem shall without further authorization by TNHC, IHP may disburse Funds to pay Project Costs as and when due including the following: Interest payments (if any); escrow, title and insurance charges; inspection fees; any overhead fees, reimbursements and other payments that may be at rates not owed to exceed those set the Managing Member or IHP under the Agreement; real property taxes; and such other sums as may be owing from time to time and by the California Department Company with respect to the Property and the Project. Such payments may be made, at the option of Human Resources at IHP, by disbursing Funds in the amount of such payments without first disbursing such amount to the Company. Request No. Current Request $ Less Interim Disbursement $ Net Funding Amount $ To: IHP CAPITAL PARTNERS VI, LLC (“IHP”) ▇▇▇▇://▇▇▇.▇ ▇▇▇▇▇.▇▇.▇▇▇/employees/Pages/travel- reimbursements.aspx▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ By signing below, TNHC Land Company LLC, a Delaware limited liability company (“TNHC”), hereby requests that IHP advance funds to TNHC ▇▇▇▇▇▇▇ Ranch LLC, a Delaware limited liability company (the “Company”), for the payment of Project Costs according to the provisions outlined in the Limited Liability Company Agreement between IHP and TNHC dated May 22, 2013 (“Company Agreement”). To the best of TNHC’s knowledge and information, the amount requested is now payable and all requested items are for true costs associated with this Project as authorized pursuant to the Company Agreement. TNHC has attached a copy of the detailed breakdown of the costs to be paid and copies of invoices, as applicable, for items to be paid. TNHC hereby certifies to IHP that (a) there have been no changes to the Approved Business Plan, no material changes to the improvement plans, as applicable, and no increases in the costs to date costs which IHP has not approved, (b) there are incurred no defaults by TNHC under the RecipientCompany Agreement, and (c) each of the representations and warranties set forth in Exhibit “G” attached to the Company Agreement is true. Dated: , 20 “TNHC” TNHC LAND COMPANY LLC, a Delaware limited liability company By: Its: ALTA OWNER’S POLICY (6/17/06) A. Taxes for the Fiscal Year 2013-2014, a lien not yet due or payable. B. The herein described property does lie within the newly formed School Facilities Improvement District No. 3 and is subject to assessments imposed thereby, as disclosed by instrument recorded July 7, 2006, in Book 20060707, Page 662, Official Records. C. The Lien of Special Assessments, assessed pursuant to the procedures of the ▇▇▇▇▇-▇▇▇▇ Community Facilities Act of 1982 and/or the Landscaping & Lighting Act of 1972, amounts are included and collected with the Taxes shown herein. D. The Lien of Supplemental Taxes, if any, assessed pursuant to the provisions of Chapter 3.5, Revenue and Taxation Code, Section 75 et seq, as result of events occurring from and after the dated of Policy. E. Any possible outstanding charges for utility services. Amounts may be obtained by contacting the City and/or County of Sacramento’s Utility Services and Billing Department. 1. Any implied rights that may exist for various unnamed water courses over those portions of said land that lie within the lines of any creek and to any changes in the boundary lines of said water courses as they now exist by natural causes as disclosed on Assessor Plat book 72 page 7. 2. Covenants, conditions and restrictions, but omitting restrictions, if any, based upon race, sex, color, religion, handicap, familial status or national origin, as contained in instrument recorded in Book 112 of Deeds pages 218 and 236, Official Records. In addition to the Covenants, Conditions and Restrictions, said document reserves unto Central Pacific Railroad and their successors in interest for Railroad purposes a strip of land 100 feet in width over portions of said land. “Terms, provisions, covenants, conditions, and restrictions, easements, charges, assessments and liens provided in the Covenants, Conditions and Restrictions above, but omitting any covenant, condition or restriction, if any, based on race, color, religion, sex, handicap, familial status or national origin unless and only to the extent that the covenant, condition or restriction (a) is exempt under Title 42 of the United States Code, or (b) relates to handicap, but does not discriminate against handicapped persons.” ALTA OWNER’S POLICY (6/17/06) Note: Section 12956.1 of the Government Code provides the following: If this document contains any restrictions based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal fair housing laws and is void. Any person holding an interest in this property may request that the county recorder remove the restrictive language pursuant to subdivision (c) of Section 12956.1 of the Government Code.

Disbursement Procedure. ‌ Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: 1. : Upon execution and delivery of this Agreement by both partiesAgreement, the Recipient may request immediate disbursement of any submit a Disbursement Request for eligible incurred planning and design allowance costs Project Costs as well as to support Match Funds as specified in this Exhibit from the Project Costs through submission to the State Water Board of using the Disbursement Request Form 260 form provided by the Grant Manager. Disbursement Requests shall contain the following information: The date of the request; The time period covered by the request, i.e., the term “from” and Form 261“to”; The total amount requested; Documentation of Match Funds used; Original signature and date (in ink) of the Recipient’s Project Director or his/her designee; and The Final Disbursement Request shall be clearly marked “FINAL DISBURSEMENT REQUEST” and shall be submitted NO LATER THAN the Final Disbursement Request Date. Disbursement Requests must be itemized based on the line items specified in the budget in this Exhibit. Disbursement Requests must be complete, signed by the Recipient’s Project Director or any amendment theretohis/her designee, duly completed and executed. 2. The Recipient must submit a disbursement request for costs incurred prior addressed to the date Grant Manager as set forth in Section 4 of this Agreement is executed Agreement. Disbursement Requests submitted in any other format than the one provided by the State Water Board no later than ninety (90) days after will cause a Disbursement Request to be disputed. In the event of such a dispute, the Grant Manager will notify the Recipient. Payment will not be made until the dispute is resolved and a corrected Disbursement Request submitted. The Grant Manager has the responsibility for approving Disbursement Requests. Project Costs incurred prior to the Eligible Work Start Date of this Agreement is executed by the State Water Board. Late disbursement requests may will not be reimbursed. Project Funds must be requested quarterly via Disbursement Request for eligible costs incurred during the reporting period of the corresponding Progress Report, describing the activities and expenditures for which the disbursement is being requested. Each Disbursement Request must be accompanied by a Progress Report. Failure to provide timely Disbursement Requests may result in such requests not being honored. 3. The Recipient may request disbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval. 4. Additional Project Funds agrees that it will be promptly disbursed to the Recipient upon receipt of not submit any Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 5. The Recipient must not request disbursement for Requests that include any Project Cost Costs until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement requestDisbursement Request. Supporting documentation (e.g., receipts) must be submitted with each Disbursement RequestRequest as well as to support Match Funds claimed, if any. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, documented and accurately addressed Disbursement Request. Disbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 6. The Recipient must spend will not seek reimbursement of any Project Costs that have been reimbursed from other funding sources. Recipient shall use Project Funds within 30 days of receiptreceipt to reimburse contractors, vendors, and other Project Costs. If the Recipient earns Any interest earned on Project Funds shall be reported to the State Water Board and will either be required to be returned to the State Water Board or deducted from future disbursements. In the event that the Recipient fails to disburse Project Funds to contractors or vendors within thirty (30) days from receipt of the Project Funds, it must report that interest the Recipient shall immediately return such Project Funds to the State Water Board. The Interest shall accrue on such Project Funds from the date of disbursement through the date of mailing of Project Funds to the State Water Board may deduct Board. If the Recipient held such Project Funds in interest-bearing accounts, any interest earned interest from future disbursements. 7on the Project Funds shall also be due to the State Water Board. Recipient shall submit its final Disbursement Request no later than the Final Disbursement Request Date specified herein unless prior approval is granted by the Division. If the Recipient fails to do so, then the undisbursed balance of this Agreement will be deobligated. The Recipient shall agrees that it will not request a disbursement unless that Project Cost cost is allowable, reasonable, and allocable. 8. Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which that is in violation of or in conflict with federal or state laws, policies, or regulations. 9. The Recipient agrees that it shall not be entitled to interest earned on undisbursed Project Funds. No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇▇/employees/Pages/travel- travel-reimbursements.aspx. as of the date costs are incurred by the Recipient. The Recipient must include any other documents or requests required or allowed under this Agreement.

Disbursement Procedure. ‌ (a) Except as may be otherwise provided in this Agreement, disbursement of Project Grant Funds will be made as follows: (1. ) Upon execution and delivery of this Agreement by both partiesAgreement, the Recipient may request immediate disbursement of any submit a Disbursement Request for eligible incurred planning and design allowance costs Project Costs as well as to support Match Funds as specified in this Exhibit from the Project Costs through submission to the State Water Board of using the Disbursement Request Form 260 form and Form 261, or any amendment thereto, duly completed and executedthe reimbursement request form provided by the Grant Manager. (2) Disbursement Requests shall contain the following information: a. The date of the request; b. The time period covered by the request, i.e., the term “from” and “to”; c. The total amount requested; d. Documentation of Match Funds used; e. Original signature and date (in ink) of the Recipient’s Project Director or his/her designee; and f. The final Disbursement Request shall be clearly marked “FINAL DISBURSEMENT REQUEST” and shall be submitted NO LATER THAN the Final Disbursement Request Date. (3) Disbursement Requests must be itemized based on the line items specified in the budget in this Exhibit. The Recipient Disbursement Requests must submit a disbursement request for costs incurred prior be complete, signed by the Recipient’s Project Director or his/her designee, and addressed to the date Grant Manager as set forth in Section 4 of this Agreement is executed Agreement. Disbursement Requests submitted in any other format than the one provided by the State Water Board no later than ninety (90) days after will cause a Disbursement Request to be disputed. In the event of such a dispute, the Grant Manager will notify the Recipient. Payment will not be made until the dispute is resolved and a corrected Disbursement Request submitted. The Grant Manager has the responsibility for approving Disbursement Requests. Project Costs incurred prior to the Eligible Work Start Date of this Agreement is executed by the State Water Board. Late disbursement requests may will not be reimbursed. (4) Grant Funds must be requested quarterly via Disbursement Request for eligible costs incurred during the reporting period of the corresponding Progress Report, describing the activities and expenditures for which the disbursement is being requested. Each Disbursement Request must be accompanied by a Progress Report. Failure to provide timely Disbursement Requests may result in such requests not being honored. 3. (5) The Recipient may request disbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval. 4. Additional Project Funds agrees that it will be promptly disbursed to the Recipient upon receipt of not submit any Disbursement Request Form 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 5. The Recipient must not request disbursement for Requests that include any Project Cost Costs until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement requestDisbursement Request. Supporting documentation (e.g., receipts, laboratory invoices) must be submitted with each Disbursement RequestRequest as well as to support Match Funds claimed, if any. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Grant Funds will be made only after receipt of a complete, adequately supported, properly documented, documented and accurately addressed Disbursement Request. Disbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. (6. ) The Recipient must spend will not seek reimbursement of any Project Costs that have been reimbursed from other funding sources. (7) Recipient shall use Grant Funds within 30 days of receiptreceipt to reimburse contractors, vendors, and other Project Costs. If the Recipient earns Any interest earned on Project Grant Funds shall be reported to the State Water Board and will either be required to be returned to the State Water Board or deducted from future disbursements. In the event that the Recipient fails to disburse Grant Funds to contractors or vendors within thirty (30) days from receipt of the Grant Funds, it must report that interest the Recipient shall immediately return such Grant Funds to the State Water Board. The Interest shall accrue on such Grant Funds from the date of disbursement through the date of mailing of Grant Funds to the State Water Board may deduct Board. If the Recipient held such Grant Funds in interest-bearing accounts, any interest earned interest from future disbursementson the Grant Funds shall also be due to the State Water Board. 7(8) Recipient shall submit its final Disbursement Request no later than the Final Disbursement Request Date specified herein unless prior approval is granted by the Division. If the Recipient fails to do so, then the undisbursed balance of this Agreement may be deobligated. (9) The Recipient shall agrees that it will not request a disbursement unless that Project Cost cost is allowable, reasonable, and allocable. 8. (10) Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which that is in violation of or in conflict with federal or state laws, policies, or regulationsregulations.‌ (11) The Recipient agrees that it shall not be entitled to interest earned on undisbursed Grant Funds. 9. (12) No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination of this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇▇/employees/Pages/travel- reimbursements.aspx. as of the date costs are incurred by the Recipient. (13) The Recipient must include any other documents or requests required or allowed under this Agreement.

Disbursement Procedure. ‌ Except as may be otherwise provided in this Agreement, disbursement of Project Funds will be made as follows: 1. Upon execution and delivery of this Agreement by both parties, the Recipient may request immediate disbursement of any eligible incurred planning and design allowance costs as specified below from the Project Funds through submission to the State Water Board of the Disbursement Request Form Forms 260 and Form 261, or any amendment thereto, duly completed and executed. 2. The Recipient must submit a disbursement request for costs incurred prior to the date this Agreement is executed by the State Water Board no later than ninety (90) days after this Agreement is executed by the State Water Board. Late disbursement requests may not be honored. 3. The Recipient may request disbursement of eligible construction and equipment costs consistent with budget amounts approved by the Division in the Final Budget Approval. 4. Additional Project Funds will be promptly disbursed to the Recipient upon receipt of Disbursement Request Form Forms 260 and Form 261, or any amendment thereto, duly completed and executed by the Recipient for incurred costs consistent with this Agreement, along with receipt of progress reports due under Exhibit A. 54. The Recipient must not request disbursement for any Project Cost until such cost has been incurred and is currently due and payable by the Recipient, although the actual payment of such cost by the Recipient is not required as a condition of disbursement request. Supporting documentation (e.g., receipts) must be submitted with each Disbursement Request. The amount requested for administration costs must include a calculation formula (i.e., hours or days worked times the hourly or daily rate = total amount claimed). Disbursement of Project Funds will be made only after receipt of a complete, adequately supported, properly documented, and accurately addressed Disbursement Request. Disbursement Requests submitted without supporting documents may be wholly or partially withheld at the discretion of the Division. 65. The Recipient must spend Project Funds within 30 days of receipt. If the Recipient earns interest earned on Project Funds, it must report that interest immediately to the State Water Board. The State Water Board may deduct earned interest from future disbursements. 76. The Recipient shall not request a disbursement unless that Project Cost is allowable, reasonable, and allocable. 87. Notwithstanding any other provision of this Agreement, no disbursement shall be required at any time or in any manner which is in violation of or in conflict with federal or state laws, policies, or regulations. 98. No work or travel outside the State of California is permitted under this Agreement unless the Division provides prior written authorization. Failure to comply with this restriction may result in termination this Agreement, pursuant to Exhibit C. Any reimbursement for necessary travel and per diem shall be at rates not to exceed those set by the California Department of Human Resources at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇▇/employees/Pages/travel- reimbursements.aspx. as of the date costs are incurred by the Recipient.