Common use of Disbursement Request Clause in Contracts

Disbursement Request. If ▇▇▇▇▇▇ paid an invoice prior to the commencement date of the Lease and is requesting reimbursement for such payment, also attach a copy of evidence of such payment together with a copy of ▇▇▇▇▇▇'s Declaration of Official Intent and other evidence that ▇▇▇▇▇▇ has satisfied the requirements for reimbursement set forth in Treas. Reg. §1. 150-2. Lessee By: Date: Attached to and made a part of Certificate of Acceptance No. _ executed and delivered pursuant to that certain Supplementary Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated February 25, 2014 between as Lessor, and COUNTY OF DALLAS, as Lessee to TOTAL PURCHASE PRICE $ to the Escrow Agreement DISBURSEMENT REQUEST NO. Re: SUPPLEMENTARY Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated as of February 25, 2014 between TECHNOLOGY FOR EDUCATION, LLC DBA TFE, as Lessor and COUNTY OF DALLAS, as Lessee to Master Lease Agreement which is Appendix D to Contract No. DIR-SDD-1377 between Lessor, and Texas Acting through the Department of Information Resources (DIR) (the “Lease”) (Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease.) In accordance with the terms of the Escrow Agreement, dated as of February 25, 2014 (the “Escrow Agreement”) among TECHNOLOGY FOR EDUCATION, LLC DBA TFE (“Lessor”), COUNTY OF DALLAS (“Lessee”) and Deutsche Bank Trust Company Americas (the “Escrow Agent”), the undersigned hereby requests the Escrow Agent pay the following persons the following amounts from the Escrow Fund created under the Escrow Agreement (the “Escrow Fund”) for the following purposes. ▇▇▇▇▇’s Name and Address Invoice Number Dollar Amount Purpose The undersigned hereby certifies as follows: (i) An obligation in the stated amount has been incurred by ▇▇▇▇▇▇, and the same is a proper charge against the Escrow Fund for costs relating to the Equipment identified in the Lease, and has not been paid (or has been paid by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ requests reimbursement thereof), and the Equipment relating to such obligation has been delivered, installed and accepted by Lessee. Attached hereto is the original invoice with respect to such obligation. (ii) The undersigned, as Authorized Representative, has no notice of any vendor’s, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made. (iii) This requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date hereof, entitled to retain (except to the extent such amounts represent a reimbursement to ▇▇▇▇▇▇). (iv) The Equipment is insured in accordance with the Lease. (v) No Event of Default, and no event which with notice or lapse of time, or both, would become an Event of Default, under the Lease has occurred and is continuing at the date hereof. (vi) The disbursement shall occur during the Escrow Period. (vii) The representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date hereof. Dated: , 20 as Lessee under the Lease By: Name: Title: Authorized Representative Disbursement of funds from the Escrow Fund in accordance with the foregoing Disbursement Request hereby is authorized. as Assignee of Lessor By: Name: Title: TAX COMPLIANCE AGREEMENT AND NO ARBITRAGE CERTIFICATE This Tax Compliance Agreement and No Arbitrage Certificate is issued in connection with that certain Master Lease Agreement which is Appendix D to Contract No. DIR-SDD-1377 between TECHNOLOGY FOR EDUCATION, LLC DBA TFE, as lessor, ("Lessor") and State of Texas Acting Through the Department of Information Resources (“DIR) and Supplementary Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated February 25, 2014 by and between Lessor and COUNTY OF DALLAS, as lessee, ("Lessee").

Disbursement Request. If ▇▇▇▇▇▇ paid an invoice Borrower shall submit to Lender one (1) Disbursement Request for both Projects including Borrower’s Requisition in the form attached hereto as Exhibit B (“Borrower’s Requisition”), not less than twelve (12) Business Days prior to the commencement proposed Disbursement date of the Lease and no more frequently than once in each calendar month, which shall constitute Borrower’s representation and warranty to Lender that: (a) any completed construction is requesting reimbursement for such payment, also attach a copy of evidence of such payment together with a copy of ▇▇▇▇▇▇'s Declaration of Official Intent and other evidence that ▇▇▇▇▇▇ has satisfied the requirements for reimbursement set forth in Treas. Reg. §1. 150-2. Lessee By: Date: Attached to and made a part of Certificate of Acceptance No. _ executed and delivered pursuant to that certain Supplementary Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated February 25, 2014 between as Lessor, and COUNTY OF DALLAS, as Lessee to TOTAL PURCHASE PRICE $ to the Escrow Agreement DISBURSEMENT REQUEST NO. Re: SUPPLEMENTARY Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated as of February 25, 2014 between TECHNOLOGY FOR EDUCATION, LLC DBA TFE, as Lessor and COUNTY OF DALLAS, as Lessee to Master Lease Agreement which is Appendix D to Contract No. DIR-SDD-1377 between Lessor, and Texas Acting through the Department of Information Resources (DIR) (the “Lease”) (Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease.) In accordance with the terms of the Escrow Agreement, dated as of February 25, 2014 (the “Escrow Agreement”) among TECHNOLOGY FOR EDUCATION, LLC DBA TFE (“Lessor”), COUNTY OF DALLAS (“Lessee”) and Deutsche Bank Trust Company Americas (the “Escrow Agent”), the undersigned hereby requests the Escrow Agent pay the following persons the following amounts from the Escrow Fund created under the Escrow Agreement (the “Escrow Fund”) for the following purposes. ▇▇▇▇▇’s Name and Address Invoice Number Dollar Amount Purpose The undersigned hereby certifies as follows: (i) An obligation in the stated amount has been incurred by ▇▇▇▇▇▇, and the same is a proper charge against the Escrow Fund for costs relating to the Equipment identified in the Lease, and has not been paid (or has been paid by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ requests reimbursement thereof), and the Equipment relating to such obligation has been delivered, installed and accepted by Lessee. Attached hereto is the original invoice with respect to such obligation. (ii) The undersigned, as Authorized Representative, has no notice of any vendor’s, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made. (iii) This requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date hereof, entitled to retain (except to the extent such amounts represent a reimbursement to ▇▇▇▇▇▇). (iv) The Equipment is insured substantially in accordance with the Lease. Plans and Specifications, (vb) No Event all costs for which Lender has previously authorized Disbursement of Defaultfunds have in fact been paid, (c) all the representations and no event warranties contained in Article IV of this Agreement continue to be true and correct in all material respects, except for such changes in facts and circumstances as shall have occurred in the ordinary course of business and which with notice do not otherwise give rise to or lapse of time, or both, would become constitute an Event of Default, under the Lease has (d) to Borrower’s knowledge, no Event of Default shall have occurred and be continuing hereunder, and (e) to Borrower’s knowledge, Borrower continues to be in compliance in all material respects with all of the other terms, covenants and conditions contained in this Agreement. In connection with any Disbursements of the unadvanced portion of the Loan, Borrower’s Requisition shall additionally include the information outlined in Section 2.8.1(b) hereof. With regard to all Disbursements, each Borrower’s Requisition shall also include a certification from Borrower that all prior Disbursements of Useable Unit Sale Contract Deposits from Escrow Funds have been utilized in accordance with applicable Legal Requirements, the Tri-Party Agreement, the Unit Sale Contracts, the Public Report, the Property Report, the Filed Budget and this Agreement. With regard to Disbursements for Hard Costs, Borrower’s Requisition shall be accompanied by: (A) a completed and itemized Application and Certificate for Payment (AIA Document No. G702/G703) attached hereto as Exhibit H or similar form reasonably approved by Lender, containing the certification of the General Contractor or Contractor or Subcontractor to whom such payment is continuing at made, as applicable, and Borrower’s Architect as to the accuracy of same, together with invoices relating to all items of Project Related Costs covered thereby and accompanied by a cost breakdown showing the cost of work on, and the cost of materials incorporated into, the Project to the date hereof. (vi) of the requisition. The disbursement cost breakdown shall occur during also show the Escrow Period. (vii) The representationspercentage of completion of each Line Item on the Construction Budget, warranties and covenants the accuracy of Lessee set forth in the Lease are true cost breakdown shall be certified by Borrower and correct by Borrower’s Architect. All such applications for payment shall also show all Contractors and Subcontractors, including Major Contractors and Major Subcontractors, by name and trade, the total amount of each Construction Contract or Subcontract, the amount theretofore paid to each Subcontractor as of the date hereof. Dated: of such application, 20 as Lessee under and the Lease By: Name: Title: Authorized Representative Disbursement of funds amount to be paid from the Escrow Fund proceeds of the Disbursement to each Contractor and Subcontractor; (B) a certificate or report of the Borrower’s Architect to Lender based upon a site observation of the Property made by the Borrower’s Architect not more than thirty (30) days prior to the date of such draw, in which the Borrower’s Architect shall in substance: (i) verify that the portion of the Project Improvements completed as of the date of such site observation has been completed substantially in accordance with the foregoing Disbursement Request hereby is authorized. Plans and Specifications; and (ii) state its estimate of (1) the percentages of the construction of the Project Improvements completed as Assignee of Lessor By: Name: Title: TAX COMPLIANCE AGREEMENT AND NO ARBITRAGE CERTIFICATE This Tax Compliance Agreement the date of such site observation on the basis of work in place as part of the Project Improvements and No Arbitrage Certificate is issued in connection with that certain Master Lease Agreement which is Appendix D to Contract No. DIR-SDD-1377 between TECHNOLOGY FOR EDUCATION, LLC DBA TFE, as lessorthe Construction Budget, ("Lessor"2) and State the Hard Costs actually incurred for work in place as part of Texas Acting Through the Department Project Improvements as of Information Resources (“DIR) and Supplementary Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated February 25, 2014 by and between Lessor and COUNTY OF DALLAS, as lesseethe date of such site observation, ("Lessee").3) the sum necessary to complete construction of the Project Improvements substantially in accordance with the applicable Plans and Specifications, and (4) the amount of time from the date of such inspection that will be required to achieve Final Completion of the Improvements; and (C) copies of all executed Change Orders (AIA G701 Form) Construction Contracts and Subcontracts, and, to the extent requested by Lender, of all inspection or test reports and other documents relating to the construction of the Project Improvements not previously delivered to Lender, and a Change Order log reflecting pending, potential and executed Change Orders;

Disbursement Request. If ▇▇▇▇▇▇ paid an invoice prior (a) From time to time up to 15 (fifteen) days before the Final Availability Date, the Borrower may present to the commencement date of the Lease and is requesting reimbursement for such payment, also attach Bank a copy of evidence of such payment together with a copy of ▇▇▇▇▇▇'s Declaration of Official Intent and other evidence that ▇▇▇▇▇▇ has satisfied the requirements for reimbursement set forth in Treas. Reg. §1. 150-2. Lessee By: Date: Attached to and made a part of Certificate of Acceptance No. _ executed and delivered pursuant to that certain Supplementary Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated February 25, 2014 between as Lessor, and COUNTY OF DALLAS, as Lessee to TOTAL PURCHASE PRICE $ to the Escrow Agreement DISBURSEMENT REQUEST NO. Re: SUPPLEMENTARY Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated as of February 25, 2014 between TECHNOLOGY FOR EDUCATION, LLC DBA TFE, as Lessor and COUNTY OF DALLAS, as Lessee to Master Lease Agreement which is Appendix D to Contract No. DIR-SDD-1377 between Lessor, and Texas Acting through the Department of Information Resources (DIR) (the “Lease”) (Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease.) In accordance with the terms of the Escrow Agreement, dated as of February 25, 2014 (the “Escrow Agreement”) among TECHNOLOGY FOR EDUCATION, LLC DBA TFE (“Lessor”), COUNTY OF DALLAS (“Lessee”) and Deutsche Bank Trust Company Americas (the “Escrow Agent”), the undersigned hereby requests the Escrow Agent pay the following persons the following amounts from the Escrow Fund created under the Escrow Agreement (the “Escrow Fund”) Disbursement Request for the following purposesdisbursement of a Tranche. ▇▇▇▇▇’s Name and Address Invoice Number Dollar Amount Purpose The undersigned hereby certifies as followsDisbursement Request shall specify: (i) An obligation in the stated amount has been incurred by ▇▇▇▇▇▇, and currency (being GBP) of the same is a proper charge against the Escrow Fund for costs relating to the Equipment identified in the Lease, and has not been paid (or has been paid by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ requests reimbursement thereof), and the Equipment relating to such obligation has been delivered, installed and accepted by Lessee. Attached hereto is the original invoice with respect to such obligation.Tranche; (ii) The undersignedthe preferred disbursement date for the Tranche, as Authorized Representativewhich shall be a Relevant Business Day falling at least 15 (fifteen) days after the date of the Disbursement Request and on or before the Final Availability Date, has no notice it being understood that the Bank may disburse the Tranche up to 4 (four) calendar months from the date of any vendor’s, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made.the Disbursement Request; (iii) This requisition contains no item representing payment on accountwhether the Tranche is a Fixed Rate Tranche or a Floating Rate Tranche, or any retained percentages which Lessee is, at the date hereof, entitled to retain (except each pursuant to the extent such amounts represent a reimbursement to ▇▇▇▇▇▇).relevant provisions of Article 3.01; (iv) The Equipment is insured the preferred interest payment periodicity for the Tranche, chosen in accordance with the Lease.Article 3.01; (v) No Event the preferred terms for repayment of Defaultprincipal for the Tranche, and no event which chosen in accordance with notice or lapse of time, or both, would become an Event of Default, under the Lease has occurred and is continuing at the date hereof.Article 4.01; (vi) The disbursement shall occur during the Escrow Period.preferred first and last dates for repayment of principal for the Tranche; (vii) The representationsthe Borrower's choice of Interest Revision/Conversion Date, warranties if any, for the Tranche; and (viii) the IBAN code (or appropriate format in line with local banking practice) and covenants of Lessee set forth in the Lease are true and correct as SWIFT BIC of the date hereof. Dated: , 20 as Lessee under bank account to which disbursement of the Lease By: Name: Title: Authorized Representative Disbursement of funds from the Escrow Fund Tranche should be made in accordance with Article 1.02D. (b) The Borrower may also at its discretion specify in the foregoing Disbursement Request hereby is authorized. as Assignee of Lessor By: Name: Title: TAX COMPLIANCE AGREEMENT AND NO ARBITRAGE CERTIFICATE This Tax Compliance Agreement and No Arbitrage Certificate is issued in connection with that certain Master Lease Agreement which is Appendix D to Contract No. DIR-SDD-1377 between TECHNOLOGY FOR EDUCATIONthe following respective elements, LLC DBA TFEif any, as lessorprovided by the Bank on an indicative basis and without commitment, to be applicable to the Tranche, that is to say: ("Lessor"i) in the case of a Fixed Rate Tranche, the fixed interest rate; and (ii) in the case of a Floating Rate Tranche, the Spread, applicable until the Maturity Date or until the Interest Revision/Conversion Date, if any. (c) Each Disbursement Request shall be accompanied by evidence of the authority of the person or persons authorised to sign it and State the specimen signature of Texas Acting Through the Department of Information Resources such person or persons. (“DIRd) and Supplementary Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated February 25Subject to Article 1.02C(b), 2014 by and between Lessor and COUNTY OF DALLAS, as lessee, ("Lessee")each Disbursement Request is irrevocable.

Disbursement Request. If ▇▇▇▇▇▇ paid When Borrower believes it is entitled to an invoice prior Advance, Borrower shall furnish Lender with the following, all in form and content satisfactory to Lender: (a) A Disbursement Request, together with AIA Forms G702 and G703 (and such other forms as may from time to time be approved or required by Lender), setting forth such details concerning the construction of the Improvements as Lender may require, including the amounts expended to the commencement date of the Lease Disbursement Request for the Improvements, the amounts then due and is requesting reimbursement unpaid for such paymentconstruction of the Improvements and an itemized estimate of the amount necessary to complete the Improvements. Any materials covered by a Disbursement Request must be suitably stored at the construction site, also attach a copy of evidence of such payment together with a copy of ▇▇▇▇▇▇'s Declaration of Official Intent inventoried, and other evidence that ▇▇▇▇▇▇ has satisfied the requirements for reimbursement set forth in Treas. Regsafeguarded and insured against loss, damage, and theft. §1. 150-2. Lessee By: Date: Attached to and made a part of Certificate of Acceptance No. _ executed and delivered pursuant to that certain Supplementary Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated February 25(b) The certification by Borrower, 2014 between as Lessorthe supervising architect, if any, the contractor, and COUNTY OF DALLASat Lender's option an independent architect or engineer of Lender's selection, as Lessee to TOTAL PURCHASE PRICE $ to the Escrow Agreement DISBURSEMENT REQUEST NO. Rethat: SUPPLEMENTARY Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated as of February 25, 2014 between TECHNOLOGY FOR EDUCATION, LLC DBA TFE, as Lessor and COUNTY OF DALLAS, as Lessee to Master Lease Agreement which (i) all work performed is Appendix D to Contract No. DIR-SDD-1377 between Lessor, and Texas Acting through the Department of Information Resources (DIR) (the “Lease”) (Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease.) In substantial accordance with the terms of the Escrow Agreement, dated as of February 25, 2014 (the “Escrow Agreement”) among TECHNOLOGY FOR EDUCATION, LLC DBA TFE (“Lessor”), COUNTY OF DALLAS (“Lessee”) Plans and Deutsche Bank Trust Company Americas (the “Escrow Agent”), the undersigned hereby requests the Escrow Agent pay the following persons the following amounts from the Escrow Fund created under the Escrow Agreement (the “Escrow Fund”) for the following purposes. ▇▇▇▇▇’s Name and Address Invoice Number Dollar Amount Purpose The undersigned hereby certifies as follows: (i) An obligation in the stated amount has been incurred by ▇▇▇▇▇▇, and the same is a proper charge against the Escrow Fund for costs relating to the Equipment identified in the Lease, and has not been paid (or has been paid by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ requests reimbursement thereof), and the Equipment relating to such obligation has been delivered, installed and accepted by Lessee. Attached hereto is the original invoice with respect to such obligation. Specifications; (ii) The undersigned, all governmental licenses and permits required for the Improvements as Authorized Representative, has no notice of any vendor’s, mechanic’s or other liens or rights then completed have been obtained and will be exhibited to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made. Lender upon request; (iii) This requisition contains no item representing payment on accountthe Improvements as then completed do not violate, or any retained percentages which Lessee isand, at the date hereof, entitled to retain (except to the extent such amounts represent a reimbursement to ▇▇▇▇▇▇). (iv) The Equipment is insured if further completed in accordance with the LeasePlans and Specifications, will not violate, any law, ordinance, rule or regulation; and (iv) the remaining undisbursed proceeds of the Loan plus the then existing balance of any Borrower's Funds Account held by Lender are sufficient to pay for the completion of the Improvements. (vc) No The certification by Borrower that no Event of DefaultDefault exists, and no event which with has occurred and no condition exists that, after notice or lapse of time, or both, would become constitute an Event of Default, under the Lease has occurred and is continuing at the date hereof. (vid) The disbursement shall occur during Paid invoices and lien waivers relating to the Escrow Periodconstruction of the Improvements for all work through the date of the previous Disbursement Request and invoices for all work covered by the current Disbursement Request. (viie) The representationsEvidence that any inspection required by any master developer, warranties state, city or other governmental authority has been completed with results satisfactory to that authority. (f) Such other information and covenants of Lessee set forth in the Lease are true and correct documents as of the date hereof. Dated: , 20 as Lessee under the Lease By: Name: Title: Authorized Representative Disbursement of funds from the Escrow Fund in accordance with the foregoing Disbursement Request hereby is authorized. as Assignee of Lessor By: Name: Title: TAX COMPLIANCE AGREEMENT AND NO ARBITRAGE CERTIFICATE This Tax Compliance Agreement and No Arbitrage Certificate is issued in connection with that certain Master Lease Agreement which is Appendix D to Contract No. DIR-SDD-1377 between TECHNOLOGY FOR EDUCATION, LLC DBA TFE, as lessor, ("Lessor") and State of Texas Acting Through the Department of Information Resources (“DIR) and Supplementary Schedule No. ▇▇▇-▇▇▇▇▇▇▇-▇▇▇ dated February 25, 2014 by and between Lessor and COUNTY OF DALLAS, as lessee, ("Lessee")Lender may reasonably require.