Common use of Disbursement Requests Clause in Contracts

Disbursement Requests. (a) At any time and from time to time during the term of this Escrow Agreement, the Corporation may, only to the extent that its operating cash flow is inadequate to fund its ongoing operating and capital cash requirements and subject to the provisions of Section 3.1(b), make a request for the release of a portion of the Escrowed Funds by delivering to each of Golden Minerals and the Escrow Agent a written instrument to that effect that complies with Section 3.1(b) (a “Disbursement Request”). Notwithstanding the foregoing, any Disbursement Request made following the receipt by the Escrow Agent and the Corporation of a Claim of Default which has not yet been resolved in accordance with the provisions of Sections 3.5 or 3.6 shall be deemed for all purposes hereof not to have been validly made and neither the Escrow Agent nor Golden Minerals shall have any obligation to recognize such Disbursement Request or to take any action (including releasing any Escrowed Funds) in respect thereof. (b) Any Disbursement Request made by the Corporation pursuant to the provisions of this Section 3.1 shall: (i) request disbursement from the Escrowed Funds of an amount (the “Requested Disbursement Amount”) that is not less than $250,000; provided, however, that the Requested Disbursement Amount may be less than $250,000 to the extent that the remaining Escrowed Funds are less than $250,000, in which case the Requested Disbursement Amount shall be the full amount of Escrowed Funds then remaining in escrow; (ii) certify that the Requested Disbursement Amount is to be allocated to costs and expenses reasonably estimated by the Corporation to be payable within thirty (30) days of the Disbursement Request in respect of one or more of the Permitted Uses set forth in Schedule “A”; (iii) include a schedule forecasting cash payments to be made during the thirty (30) day period following the date of the Disbursement Request (the “Cash Payment Forecast Schedule”), with the following detail provided: (A) all payments to a single payee in an amount equal to or greater than $15,000 for which Escrowed Funds are proposed to be used shall be separately identified and the following information shall be provided in respect thereof: (I) the amount of such payment; (II) the Permitted Use in respect of which such payment is proposed to be made; (III) the name of the payee; and (IV) the expected payment date; (B) subject to the provisions of Section 3.1(b)(iii)(C), the aggregate amount of all payments of less than $15,000 that are proposed to be made to a single payee shall be disclosed as “Other Payments”; provided, however, that if such aggregate amount so disclosed exceeds $50,000, payments to any one payee for less than $15,000 shall be separately identified (with the information required by Section 3.1(b)(iii)(A) provided in respect thereof), in order of largest to smallest, until the aggregate amount of all remaining payments of less than $15,000 proposed to be made to a single payee totals $50,000 or less; and (C) notwithstanding the provisions of Section 3.1(b)(iii)(B), payments proposed to be made to any of the following payees, or in respect of any of the following matters, shall be separately identified, regardless of amount, with the information required by Section 3.1(b)(iii)(A) provided in respect thereof: (I) all payments made to employees or directors other than for normal payroll or employee benefit plans (it being acknowledged and agreed, for greater certainty, that bonuses, severance, change of control or other termination or extraordinary payments shall not be considered normal payroll for purposes hereof); (II) any amounts paid in respect of indebtedness of the Corporation; and (III) any amounts paid to any Governmental Entity, or any official or representative thereof. (c) Each Disbursement Request made by the Corporation pursuant to the provisions of this Section 3.1 shall, in addition to meeting the requirements set forth in Section 3.1(b), be accompanied by an additional schedule (a “Reconciliation Schedule”) which shall: (i) reconcile: (A) the payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable; with: (B) actual payments made using (I) the Closing Disbursement or (II) the Escrowed Funds released in accordance with the terms of this Escrow Agreement pursuant to the most recent previous Disbursement Request, as applicable; (ii) include an explanation as to the cause of any line item variances in the Reconciliation Schedule of greater than $10,000 or 10% of the payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable; and (iii) to the extent that the Reconciliation Schedule reflects that additional amounts remain to be paid in respect of payments forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable, include a further forecast in respect of the anticipated timing and amount of such payments. (d) Subject to the provisions of Sections 3.2, 3.3, 3.4, 3.5(a) and 3.6, promptly following the expiry of five (5) calendar days from the date of receipt by each of the Escrow Agent and Golden Minerals of a Disbursement Request that complies with the provisions of this Section 3.1, the Requested Disbursement Amount, together with a pro rata portion of the Interest earned on the Escrowed Funds up until such date, shall be released from escrow and shall be paid by the Escrow Agent to the Corporation by way of wire transfer of immediately available funds to an account to be designated by the Corporation.

Disbursement Requests. Lender shall not be obligated to make any --------------------- subsequent advance to Borrower unless and until subparagraphs (a) At through (f) hereinbelow are first complied with for such advance. Notwithstanding anything to the contrary contained in or inferable from any of Article 6, Lender shall not be required to make any advance hereunder if, at the time of the requested advance, any of the events or circumstances set forth in the following subparagraphs (g) through (r) hereinbelow has occurred or exists: (a) For disbursement up to Three Million and from time No/100 Dollars ($3,000,000.00), Borrower has executed, and delivered to time during Lender a Disbursement Request Form as described in Paragraph 6.3(e) hereinabove and the term of this Escrow Agreementdata referred to therein. For all disbursements over Three Million and No/100 Dollars ($3,000,000.00), Architect and, if Lender requests, the Corporation mayIndependent Inspecting Architect shall have, only together with Borrower, executed, and delivered to the extent that its operating cash flow is inadequate to fund its ongoing operating and capital cash requirements and subject to the provisions of Section 3.1(b), make Lender a request for the release of a portion of the Escrowed Funds by delivering to each of Golden Minerals and the Escrow Agent a written instrument to that effect that complies with Section 3.1(b) (a “Disbursement Request”). Notwithstanding the foregoing, any Disbursement Request made following the receipt by the Escrow Agent and the Corporation of a Claim of Default which has not yet been resolved in accordance with the provisions of Sections 3.5 or 3.6 shall be deemed for all purposes hereof not to have been validly made and neither the Escrow Agent nor Golden Minerals shall have any obligation to recognize such Disbursement Request or to take any action (including releasing any Escrowed Funds) in respect thereofForm. (b) Any Disbursement Request made Lender shall have received (i) an endorsement to the Title Insurance increasing the coverage thereof to the full amount of the sum advanced, the first such endorsement after completion of foundations reflecting no encroachments caused by construction of the Improvements and reflecting no changes in the status of title or the Title Insurance since the previous advance, except as permitted under the Loan Documents, (ii) certification from the Architect and, if Lender elects, the Independent Inspecting Architect stating that, in their opinion, the construction of the Improvements theretofore performed has been in substantial accordance with the Plans, (iii) the survey called for in Paragraph 3.2(a)(vi) hereinabove and as may be required by the Corporation Title Company to issue the endorsement or other evidence referred to in Paragraph (b)(i) above, (iv) at the request of Lender, lien waivers or releases (in recordable form) from all contractors, subcontractors, laborers and materialmen employed or furnishing materials in connection with the construction of the Improvements whose contract exceeds $1,000,000.00, (v) all amendments, modifications and revisions satisfactory to Lender in the form of tenant lease, if any, (vi) at the request of Lender, a written certification signed by Borrower as to all Leases and the names of the tenants and rents payable thereunder, together with copies of all such Leases, and (vii) such other certifications or evidence of cost and completion as Lender may reasonably request. (c) Borrower shall have performed to date its obligations under Paragraph 3.6 above. (d) Lender shall have received a duplicate original of all executed Construction Contracts in form approved by Lender. (e) Borrower is in compliance with requirements of the attached Disbursement Schedule. (f) The funding limitations (as applicable) set forth in Exhibit B --------- hereto have been satisfied, as determined by Lender in its sole determination. (g) An Event of Default or Unmatured Event of Default exists hereunder or under any other Loan Document. (h) The requested advance, plus the sum of the previous advances (including retained amounts deemed to have been advanced pursuant to Paragraph 6.2 above) or other sums disbursed by Lender under the provisions Loan Documents, exceeds the face amount of this Section 3.1 shall:the Note. (i) request disbursement from In the Escrowed Funds good faith judgment of an amount the Lender, Completion of the Improvements will not occur on or before the Completion Date, regardless of the cause of such failure of completion. (j) In the “Requested Disbursement Amount”good faith judgment of Lender, the sum of the unadvanced Loan proceeds, plus other sums being held by Lender in escrow for Borrower, is insufficient to complete the Improvements in substantial accordance with the Plans and this Agreement. (k) that The Trust Property (or any portion thereof) is not less than $250,000; provideddemolished or substantially destroyed, however, that the Requested Disbursement Amount may be less than $250,000 or condemnation or similar type proceedings are commenced with reference thereto until such time as any revision to the extent that project budget, construction schedule and disbursement schedule made necessary by such event in the remaining Escrowed Funds are less than $250,000, in which case the Requested Disbursement Amount shall be the full amount reasonable judgement of Escrowed Funds then remaining in escrow;Lender has been agreed upon by Borrower and Lender. (iil) certify that Any change in the Requested Disbursement Amount status of title to the Land or the Improvements has occurred subsequent to the date hereof without Lender's prior written consent. (m) Borrower is unable to satisfy any of the requirements for a disbursement set forth in Paragraphs 6.2 or 6.3 above. (n) Any event has occurred which has or could give rise to a lien claim equal or superior to the liens and security interests intended to be allocated to costs and expenses reasonably estimated created by the Corporation to be payable Loan Documents and such event shall not have been cured by Borrower within thirty (30) days of the Disbursement Request in respect of one or more of the Permitted Uses set forth in Schedule “A”; (iii) include a schedule forecasting cash payments to be made during the thirty (30) day period following the date of the Disbursement Request (the “Cash Payment Forecast Schedule”), with the following detail provided: (A) all payments to a single payee in an amount equal to or greater than $15,000 for which Escrowed Funds are proposed to be used shall be separately identified and the following information shall be provided in respect thereof: (I) the amount of such payment; (II) the Permitted Use in respect of which such payment is proposed to be made; (III) the name of the payee; and (IV) the expected payment date; (B) subject to the provisions of Section 3.1(b)(iii)(C), the aggregate amount of all payments of less than $15,000 that are proposed to be made to a single payee shall be disclosed as “Other Payments”; provided, however, that if such aggregate amount so disclosed exceeds $50,000, payments to any one payee for less than $15,000 shall be separately identified (with the information required by Section 3.1(b)(iii)(A) provided in respect thereof), in order of largest to smallest, until the aggregate amount of all remaining payments of less than $15,000 proposed to be made to a single payee totals $50,000 or less; and (C) notwithstanding the provisions of Section 3.1(b)(iii)(B), payments proposed to be made to any of the following payees, or in respect of any of the following matters, shall be separately identified, regardless of amount, with the information required by Section 3.1(b)(iii)(A) provided in respect thereof: (I) all payments made to employees or directors other than for normal payroll or employee benefit plans (it being acknowledged and agreed, for greater certainty, that bonuses, severance, change of control or other termination or extraordinary payments shall not be considered normal payroll for purposes hereof); (II) any amounts paid in respect of indebtedness of the Corporation; and (III) any amounts paid to any Governmental Entity, or any official or representative thereofnotice thereof from Lender. (co) Each Disbursement Request made by the Corporation pursuant to the provisions of this Section 3.1 shall, in addition to meeting the requirements set forth in Section 3.1(b), be accompanied by an additional schedule (a “Reconciliation Schedule”) which shall: (i) reconcile: (A) the payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule An order or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable; with: (B) actual payments made using (I) the Closing Disbursement or (II) the Escrowed Funds released in accordance with the terms of this Escrow Agreement pursuant to the most recent previous Disbursement Request, as applicable; (ii) include an explanation as to the cause decree of any line item variances in court of competent jurisdiction exists enjoining the Reconciliation Schedule of greater than $10,000 or 10% construction of the payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule Improvements or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable; and (iii) to the extent that the Reconciliation Schedule reflects that additional amounts remain to be paid in respect enjoining or prohibiting Borrower or Lender or either of payments forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable, include a further forecast in respect of the anticipated timing and amount of such paymentsthem from performing their respective obligations under this Agreement. (dp) Subject to the provisions of Sections 3.2, 3.3, 3.4, 3.5(a) and 3.6, promptly following the expiry of five (5) calendar days Any material deviation from the date of receipt by each Plans exists in the construction of the Escrow Agent and Golden Minerals Improvements without the prior written approval of a Disbursement Request Lender, or it appears to Lender or Lender's Inspecting Architect that complies with there are material defects in the provisions workmanship or materials . (q) Any encroachment on or off the Land exists which has occurred without the approval of this Section 3.1, the Requested Disbursement Amount, together with a pro rata portion Lender. (r) Construction (except as scheduled) has ceased prior to Substantial Completion of the Interest earned on Base Building or prior to substantial completion of any tenant improvements for a continuous period of twenty (20) days or more for causes other than those beyond the Escrowed Funds up until such date, shall be released from escrow and shall be paid control of Borrower or those consented to in writing by the Escrow Agent to the Corporation by way of wire transfer of immediately available funds to an account to be designated by the CorporationLender.

Disbursement Requests. (a) At any time and The proceeds of the Loans shall be disbursed from time to time during by Bondowner Representative to or for the term account of this Escrow Borrower only in accordance with, and upon the satisfaction of the conditions precedent contained herein and in the Disbursement Agreement, including, with respect to each Disbursement, the Corporation maydelivery of a Requisition (as defined below) signed by Borrower and approved in writing by Bondowner Representative; provided that, prior to each Disbursement, Bondowner Representative agrees to provide two (2) days’ advance notice to Trustee of the aggregate principal amount of the Loans then proposed to be disbursed. The requisite approval of any Requisition for a Disbursement shall only to the extent that its operating cash flow is inadequate to fund its ongoing operating be given in accordance with this Agreement and capital cash requirements and shall be subject to the provisions prior satisfaction of Section 3.1(b), make a request for the release of a portion all of the Escrowed Funds by delivering conditions precedent to each of Golden Minerals such Disbursement contained in this Agreement and the Escrow Agent Disbursement Agreement, including, but not limited to, Sections 4.1, 4.2, and 4.3 hereof, as the case may be. The proceeds of the Loans (and all funds now or hereafter on deposit in the Disbursement Agreement) shall be disbursed on a written instrument to that effect that complies with Section 3.1(b) (a “Disbursement Request”). Notwithstanding the foregoing, any Disbursement Request made following the receipt line-item by the Escrow Agent and the Corporation of a Claim of Default which has not yet been resolved line-item basis in accordance with the provisions of Sections 3.5 or 3.6 Approved Budget and subject to Section 3.11 hereof. In no event shall be deemed for all purposes hereof not to have been validly made and neither the Escrow Agent nor Golden Minerals shall Bondowner Representative have any obligation to recognize consent to any disbursement on account of any item if the amount to be disbursed on account of that item, when taken in the aggregate with all amounts previously disbursed on account of that item, exceeds the amount allocated to such Disbursement Request or item in the Approved Budget (as may be reallocated from time to take any action time in accordance with Section 3.3 below and subject to Section 6.4 hereof). Disbursements shall be made only upon Borrower’s written request in the form attached hereto as Exhibit ”E” (including releasing any Escrowed Funds) in respect thereof. (b) Any Disbursement Request made by the Corporation pursuant to the provisions of this Section 3.1 shall: (i) request disbursement from the Escrowed Funds of an amount (the a “Requested Disbursement AmountRequisition”) showing all costs which Borrower intends to fund with such Disbursement, itemized in such detail as Bondowner Representative may reasonably require, accompanied in each case by (a) an Application and Certificate for Payment (AIA Documents G702 and G703), or other document acceptable to Bondowner Representative containing certifications by Contractor and Architect that is not less than $250,000; provided, however, that the Requested Disbursement Amount may be less than $250,000 construction to the extent that the remaining Escrowed Funds are less than $250,000, in which case the Requested Disbursement Amount shall be the full amount of Escrowed Funds then remaining in escrow; (ii) certify that the Requested Disbursement Amount is to be allocated to costs and expenses reasonably estimated by the Corporation to be payable within thirty (30) days of the Disbursement Request in respect of one or more of the Permitted Uses set forth in Schedule “A”; (iii) include a schedule forecasting cash payments to be made during the thirty (30) day period following the date of the Disbursement Request (the “Cash Payment Forecast Schedule”), is in accordance with the following detail provided: Plans and all recommendations contained in any approved soils report, (Ab) invoices and lien releases satisfactory to Bondowner Representative including in any event partial lien releases executed by each contractor and subcontractor who has received any payment for work performed, (c) CLTA 122 endorsements to the Title Policy in form and substance satisfactory to Bondowner Representative and Lender, and (d) all payments to a single payee in an amount equal to or greater than $15,000 for which Escrowed Funds are proposed to be used other documents and information reasonably required by the Lender and Bondowner Representative. Disbursement requests shall be separately identified and submitted in duplicate no less than five (5) Banking Days prior to the following information shall be provided in respect thereof: (I) the amount of such payment; (II) the Permitted Use in respect of which such payment is proposed to be made; (III) the name date of the payee; and (IV) the expected payment date; (B) subject to the provisions of Section 3.1(b)(iii)(C)requested Disbursement, the aggregate amount of all payments of less than $15,000 that are proposed to be made to a single payee shall be disclosed as “Other Payments”; provided, however, that if such aggregate amount so disclosed exceeds $50,000, payments to any one payee for less than $15,000 shall be separately identified (with the information required by Section 3.1(b)(iii)(A) provided in respect thereof), in order of largest to smallest, until the aggregate amount of all remaining payments of less than $15,000 proposed to be made to a single payee totals $50,000 or less; and (C) notwithstanding the provisions of Section 3.1(b)(iii)(B), payments proposed to be made to any of the following payees, or in respect of any of the following matters, shall be separately identified, regardless of amount, with the information required by Section 3.1(b)(iii)(A) provided in respect thereof: (I) all payments made to employees or directors other than for normal payroll or employee benefit plans (it being acknowledged and agreed, for greater certainty, that bonuses, severance, change of control or other termination or extraordinary payments shall not be considered normal payroll for purposes hereof); (II) any amounts submitted more often than once monthly. Borrower agrees to deliver or cause to be delivered to the Issuer and the Trustee a copy of each Requisition, including all attachments describing the Project Costs to be paid in respect of indebtedness from the then requested Disbursement. Bondowner Representative shall make available to the Issuer and the Trustee, upon reasonable written request and at the cost and expense of the Corporation; and (III) Borrower, copies of the attachments accompanying each Disbursement request in its possession and agrees to maintain copies of such items so long as it remains the holder of the Bonds. Upon any amounts paid to any Governmental Entity, or any official or representative thereof. (c) Each Disbursement Request made by transfer of the Corporation pursuant to the provisions of this Section 3.1 shall, in addition to meeting the requirements set forth in Section 3.1(b), be accompanied by an additional schedule (a “Reconciliation Schedule”) which shall: (i) reconcile: (A) the payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable; with: (B) actual payments made using (I) the Closing Disbursement or (II) the Escrowed Funds released Bonds in accordance with the terms of this Escrow Agreement pursuant the Bond Documents and the Loan Documents, Bondowner Representative shall transfer all of its records relating to Disbursement requests, including all related attachments, provided that Bondowner Representative shall be permitted to retain copies thereof for its permanent records. Notwithstanding the most recent previous Disbursement Requestforegoing, Bondowner Representative may, in its reasonable discretion, make Disbursements (with prior notice to Trustee as applicable; (iiaforesaid accompanied by a list of the Disbursements to be made) include an explanation as from time to the cause of any line item variances time, in the Reconciliation Schedule absence of greater than $10,000 a Disbursement request, to pay Issuer, Lender and/or Bondowner Representative fees and interest on the Loans [or 10% of the payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable; and (iii) to the extent that the Reconciliation Schedule reflects that additional amounts remain to be paid in respect of fees and settlement payments forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable, include a further forecast in respect of the anticipated timing Swap Agreement] from funds allocated for that purpose in the Approved Budget, to make payments reasonably deemed advisable by Bondowner Representative to protect the Property or Lender’s and/or Bondowner Representative’s interests under any Loan Document, and amount to fulfill any reimbursement obligation of such payments. (d) Subject to the provisions of Sections 3.2, 3.3, 3.4, 3.5(a) and 3.6, promptly following the expiry of five (5) calendar days from the date of receipt by each of the Escrow Agent and Golden Minerals of a Disbursement Request that complies with the provisions of this Section 3.1, the Requested Disbursement Amount, together with a pro rata portion of the Interest earned on the Escrowed Funds up until such date, shall be released from escrow and shall be paid by the Escrow Agent to the Corporation by way of wire transfer of immediately available funds to an account to be designated by the Corporation.Borrower under

Disbursement Requests. The Loan proceeds (awhich in the aggregate shall not exceed $5,000,000) At any time and from time to time during shall be disbursed on a Category by Category basis in accordance with the term of this Escrow Agreement, the Corporation may, only to the extent that its operating cash flow is inadequate to fund its ongoing operating and capital cash requirements Approved Budget and subject to the provisions of Section 3.1(b), make a request terms and conditions hereof solely for the release purposes of a portion of funding Eagle Crest Project Construction Costs. Draws shall be funded only upon Borrower's written request in the Escrowed Funds by delivering to each of Golden Minerals and the Escrow Agent a written instrument to that effect that complies with Section 3.1(b) form attached hereto as Exhibit G-1 (a “"Disbursement Request”). Notwithstanding ") showing all costs which Borrower intends to fund with such Draw, itemized in such detail as the foregoingLender may reasonably require, any Disbursement Request made following the receipt accompanied in each case by the Escrow Agent and the Corporation of a Claim of Default which has not yet been resolved in accordance with the provisions of Sections 3.5 or 3.6 shall be deemed for all purposes hereof not to have been validly made and neither the Escrow Agent nor Golden Minerals shall have any obligation to recognize such Disbursement Request or to take any action (including releasing any Escrowed Funds) in respect thereof. (b) Any Disbursement Request made by the Corporation pursuant to the provisions of this Section 3.1 shall: (i) request disbursement from an Application and Certificate for Payment (AIA Documents G702 and G703) or other document acceptable to the Escrowed Funds Lender containing certifications of an amount (the “Requested Disbursement Amount”) that is not less than $250,000; provided, howeverContractor and the Engineer, that the Requested Disbursement Amount may be less than $250,000 to the extent that the remaining Escrowed Funds are less than $250,000, in construction which case the Requested Disbursement Amount shall be the full amount has been competed as of Escrowed Funds then remaining in escrow; (ii) certify that the Requested Disbursement Amount is to be allocated to costs and expenses reasonably estimated by the Corporation to be payable within thirty (30) days of the Disbursement Request in respect of one or more of the Permitted Uses set forth in Schedule “A”; (iii) include a schedule forecasting cash payments to be made during the thirty (30) day period following the date of the Disbursement Request (the “Cash Payment Forecast Schedule”), with the following detail provided: (A) all payments to a single payee in an amount equal to or greater than $15,000 for which Escrowed Funds are proposed to be used shall be separately identified and the following information shall be provided in respect thereof: (I) the amount of such payment; (II) the Permitted Use in respect of which such payment is proposed to be made; (III) the name of the payee; and (IV) the expected payment date; (B) subject to the provisions of Section 3.1(b)(iii)(C), the aggregate amount of all payments of less than $15,000 that are proposed to be made to a single payee shall be disclosed as “Other Payments”; provided, however, that if such aggregate amount so disclosed exceeds $50,000, payments to any one payee for less than $15,000 shall be separately identified (with the information required by Section 3.1(b)(iii)(A) provided in respect thereof), in order of largest to smallest, until the aggregate amount of all remaining payments of less than $15,000 proposed to be made to a single payee totals $50,000 or less; and (C) notwithstanding the provisions of Section 3.1(b)(iii)(B), payments proposed to be made to any of the following payees, or in respect of any of the following matters, shall be separately identified, regardless of amount, with the information required by Section 3.1(b)(iii)(A) provided in respect thereof: (I) all payments made to employees or directors other than for normal payroll or employee benefit plans (it being acknowledged and agreed, for greater certainty, that bonuses, severance, change of control or other termination or extraordinary payments shall not be considered normal payroll for purposes hereof); (II) any amounts paid in respect of indebtedness of the Corporation; and (III) any amounts paid to any Governmental Entity, or any official or representative thereof. (c) Each Disbursement Request made by the Corporation pursuant to the provisions of this Section 3.1 shall, in addition to meeting the requirements set forth in Section 3.1(b), be accompanied by an additional schedule (a “Reconciliation Schedule”) which shall: (i) reconcile: (A) the payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable; with: (B) actual payments made using (I) the Closing Disbursement or (II) the Escrowed Funds released has been completed in accordance with the terms of this Escrow Agreement pursuant to the most recent previous Disbursement RequestConstruction Plans, as applicable; (ii) include an explanation as invoices and lien releases satisfactory to the cause of Lender, including, in any line item variances in the Reconciliation Schedule of greater than $10,000 or 10% of the event, partial lien releases executed by each contractor and subcontractor who has received any payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/orfor work performed, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable; and and (iii) to all other documents and information reasonably required by the extent that the Reconciliation Schedule reflects that additional amounts remain to Lender. Disbursement Requests shall be paid submitted in respect of payments forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable, include a further forecast in respect of the anticipated timing and amount of such payments. (d) Subject to the provisions of Sections 3.2, 3.3, 3.4, 3.5(a) and 3.6, promptly following the expiry of duplicate no less than five (5) calendar days from Business Days prior to the date of receipt by each of the Escrow Agent requested Draw, and Golden Minerals shall not be submitted more often than monthly. Notwithstanding anything to the contrary contained herein, except as provided in clause (c) below, in no event shall the Lender have any obligation to fund a Draw with respect to any Category if such Draw, when taken in the aggregate with all prior Draws would exceed the amount originally set forth in the Approved Budget for such Category. Further, notwithstanding anything herein to the contrary, the Lender may, in its absolute discretion, fund Draws from time to time, in the absence of a Disbursement Request that complies with Request, to pay the provisions of this Section 3.1Lender fees and interest on the Loan and to make payments reasonably deemed advisable by the Lender to protect the Collateral Property, the Requested Disbursement AmountBolsa Chica Project or the Lender's interests under any Loan Document or any LOC Document and to fulfill any obligation of Borrower hereunder, together with a pro rata portion of the Interest earned on the Escrowed Funds up until such date, shall be released from escrow and shall be paid by the Escrow Agent to the Corporation by way of wire transfer of immediately available funds to an account to be designated by the Corporationincluding under Section 13.3 that Borrower has not timely fulfilled.

Disbursement Requests. (A) Each request by the Architect acting pursuant to the provisions ofthis Agreement for disbursement ofinsurance proceeds, any Award or other funds for application to the cost ofrepair, restoration or demolition (the "work") shall be accompanied by a certificate of the Architect or another Person having knowledge of the facts reasonably acceptable to the Owners and their Mortgagees, dated not more than ten (10) days prior to the date of the request for any such disbursement, stating the following in its professional judgment based on periodic observations of the work: (1) That the amount requested either (a) At has been or will be paid by or on behalf of an Owner (in which event the certificate shall name such Owner) or by or on behalfof all ofthe Owners (in which event the certificate shall specify the amount paid by each respective Owner), or (b) is properly due to contractors, subcontractors, materialmen, engineers, architects or other persons{whose names and addresses shall be stated) who have rendered or furnished certain services or materials for the work; such certificate shall also give a brief description of such services and materials and the principal subdivisions or categories thereof, the respective amounts paid or due to each named person and shall state the progress of the work up to the date of the certificate and any time other information required by the Mechanics' Lien Act and any title insurer affording coverage against mechanics' liens; (2) That the amount requested, plus all sums previously disbursed, does not exceed the cost ofthe work actually in place up to the date ofthe certificate plus the cost of materials supplied and actually stored on site; (3) That no part of the cost of the services and materials described in the certificate has been the basis ofthe withdrawal ofany funds pursuant to any previous request or is the basis of any other pending request for funds; and (4) Other information which may from time to time during be required by the term of this Escrow AgreementMortgageeswhichis customarilyrequired by mortgagees ofcomparable first-class buildings, the Corporation may, only as may be agreed to the extent that its operating cash flow is inadequate to fund its ongoing operating and capital cash requirements and subject to by Owners. (B) Upon: (i) compliance with the provisions of Section 3.1(b17. I(A), make a request for and C HlDOCS2I205 11 /3123 \ 11.57/2412000 9:37 AM 46 (ii) receipt ofcontractors' and subcontractors' sworn statements required under the release Mechanics' Lien Act accompanied by partial or waivers of a portion lien, as appropriate, and any other information required by any title insurer affording coverage against mechanics' liens from the persons named in the sworn statements, and (iii) approval by the title insurer, the Owners and the Mortgagees ofthe lienwaivers and other documentation, and the willingness ofthe title insurer to issue an endorsement (satisfactory to the Owners and the Mortgagees) insuring overpossi- ble mechanics'lien claims relating to work in place and the continued priority ofthe liens in favor ofthe Mortgagees, the Depositary shall, out of the Escrowed Funds monies held by delivering the Depositary, payor cause to each of Golden Minerals be paid to the Owners, contractors, subcontractors, materialmen, engineers, architects and other persons named in the Escrow Agent a written instrument Architect's certificate and contractors' and subcontractors' sworn statements the respective amounts stated in the certificate and statements as due to that effect that complies with Section 3.1(b) (a “Disbursement Request”)such persons. Notwithstanding the foregoing, any Disbursement Request or all of the Owners or the Mortgagees or the Depository may require that disbursements be made following through a customary form of construction escrow then in use in Chicago, Illinois, with such changes as may be required to conform to the receipt requirements or provisions ofthis Agreement. The Depository may rely conclusively, with respect to the information contained therein, on any certificate furnished by the Escrow Agent and Architect to the Corporation of a Claim of Default which has not yet been resolved Depositary in accordance with the provisions of Sections 3.5 or 3.6 shall be deemed for all purposes hereof not to have been validly made and neither the Escrow Agent nor Golden Minerals shall have any obligation to recognize such Disbursement Request or to take any action (including releasing any Escrowed Funds) in respect thereof. (b) Any Disbursement Request made by the Corporation pursuant to the provisions provi- sions of this Section 3.1 shall: (i) request disbursement from the Escrowed Funds of an amount (the “Requested Disbursement Amount”) that is not less than $250,000; provided, however, that the Requested Disbursement Amount may be less than $250,000 to the extent that the remaining Escrowed Funds are less than $250,000, in which case the Requested Disbursement Amount shall be the full amount of Escrowed Funds then remaining in escrow; (ii) certify that the Requested Disbursement Amount is to be allocated to costs 17.1 and expenses reasonably estimated by the Corporation to be payable within thirty (30) days of the Disbursement Request in respect of one or more of the Permitted Uses set forth in Schedule “A”; (iii) include a schedule forecasting cash payments to be made during the thirty (30) day period following the date of the Disbursement Request (the “Cash Payment Forecast Schedule”), with the following detail provided: (A) all payments to a single payee in an amount equal to or greater than $15,000 for which Escrowed Funds are proposed to be used shall be separately identified and the following information shall be provided in respect thereof: (I) the amount of such payment; (II) the Permitted Use in respect of which such payment is proposed to be made; (III) the name of the payee; and (IV) the expected payment date; (B) subject to the provisions of Section 3.1(b)(iii)(C), the aggregate amount of all payments of less than $15,000 that are proposed to be made to a single payee shall be disclosed as “Other Payments”; provided, however, that if such aggregate amount so disclosed exceeds $50,000, payments to any one payee for less than $15,000 shall be separately identified (with the information required by Section 3.1(b)(iii)(A) provided in respect thereof), in order of largest to smallest, until the aggregate amount of all remaining payments of less than $15,000 proposed to be made to a single payee totals $50,000 or less; and (C) notwithstanding the provisions of Section 3.1(b)(iii)(B), payments proposed to be made to any of the following payees, or in respect of any of the following matters, shall be separately identified, regardless of amount, with the information required by Section 3.1(b)(iii)(A) provided in respect thereof: (I) all payments made to employees or directors other than for normal payroll or employee benefit plans (it being acknowledged and agreed, for greater certainty, that bonuses, severance, change of control or other termination or extraordinary payments shall not be considered normal payroll liable or accountable for purposes hereof); (II) any amounts paid in respect disbursement of indebtedness of the Corporation; and (III) any amounts paid to any Governmental Entity, or any official or representative thereof. (c) Each Disbursement Request funds made by the Corporation pursuant to the provisions of this Section 3.1 shall, it in addition to meeting the requirements set forth in Section 3.1(b), be accompanied by an additional schedule (a “Reconciliation Schedule”) which shall: (i) reconcile: (A) the payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule reliance upon such certificate or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable; with: (B) actual payments made using (I) the Closing Disbursement or (II) the Escrowed Funds released in accordance with the terms of this Escrow Agreement pursuant to the most recent previous Disbursement Request, as applicable; (ii) include an explanation as to the cause of any line item variances in the Reconciliation Schedule of greater than $10,000 or 10% of the payment amounts forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable; and (iii) to the extent that the Reconciliation Schedule reflects that additional amounts remain to be paid in respect of payments forecast to be made in (I) the Closing Cash Payment Forecast Schedule or (II) the Cash Payment Forecast Schedule (and/or, if applicable, the Reconciliation Schedule) included in the most recent previous Disbursement Request, as applicable, include a further forecast in respect of the anticipated timing and amount of such paymentsauthorization. (d) Subject to the provisions of Sections 3.2, 3.3, 3.4, 3.5(a) and 3.6, promptly following the expiry of five (5) calendar days from the date of receipt by each of the Escrow Agent and Golden Minerals of a Disbursement Request that complies with the provisions of this Section 3.1, the Requested Disbursement Amount, together with a pro rata portion of the Interest earned on the Escrowed Funds up until such date, shall be released from escrow and shall be paid by the Escrow Agent to the Corporation by way of wire transfer of immediately available funds to an account to be designated by the Corporation.