Common use of Disbursements Clause in Contracts

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Subject to the terms and provisions of each Letter of Credit and this Agreement, upon presentment under any Letter of Credit to the Issuer thereof for payment, such Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit on the date designated for such payment (the “Disbursement Date”). Such Issuer will promptly notify the Borrower, promptly upon relevant Borrower and each of the Lender receiving knowledge thereof, Lenders of the presentment for payment of any such Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”)Date thereof. Prior to 1:00 p.m.12:00 noon, California timeApplicable Time, on the first (1st) next Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the relevant Borrower will reimburse the Lender Administrative Agent, for the account of such Issuer, for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, the relevant Borrower’s Reimbursement Obligation shall accrue interest, payable on demand, at a an annual rate per annum equal to the Weighted Average Term Debt Reference Rate for through the period from first Business Day following the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything equal to the contrary contained herein or in any separate application for any Letter sum of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)Reference Rate plus 0.50% thereafter. In the event the relevant Borrower fails to so reimburse notify the Lender Administrative Agent and the relevant Issuer prior to 1:00 p.m., Applicable Time, on the Disbursement Date that the relevant Borrower intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds other than proceeds of Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Borrower prior to 1:00 p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer must for any Lender Disbursementreason return or disgorge such reimbursement), the Lender Administrative Agent shall promptly notify the Lenders, and the relevant Borrower shall be deemed to have made, without further notice to the Borrower, given a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from timely Borrowing Request as of the Disbursement Date, Date for Loans in the an aggregate principal amount equal to such Reimbursement Obligation and the Lenders (other than the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2), make Loans in the amount drawn under of such Reimbursement Obligation as provided in Section 3.1; provided that for the purpose of determining the availability of any unused Total Commitment Amount immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Loans deemed requested by the relevant Borrower as provided in the preceding sentence shall not be satisfied at the time of such deemed request, each Lender (including the relevant Issuer) shall pay to the Administrative Agent, as funding of its participation interest pursuant to Section 3.2.1 in the related Letter of Credit, andits Percentage of the related Reimbursement Obligation, for this purpose, and the conditions precedent in Article V or any other Borrower requirements hereunder Administrative Agent shall not applypromptly pay to the relevant Issuer the amounts so received by it from the Lenders. Any Revolving Loan deemed to be made If a Lender makes a payment pursuant to this Section 2.6(bsubsection to reimburse an Issuer in respect of any Reimbursement Obligation (other than by funding Loans as contemplated above), (i) such payment will not constitute a Loan and advanced after will not relieve the Revolving Loan Maturity Date shall relevant Borrower of its Reimbursement Obligation and (ii) such Lender will be immediately due and payablesubrogated to its pro rata share of the relevant Issuer’s claim against such Borrower for payment of such Reimbursement Obligation.

Disbursements. The (a) Provided no Event of Default exists, Lender will notify shall make disbursements of funds available in the BorrowerReplacement Account to reimburse Borrower for Replacements. (b) Provided no Event of Default exists, promptly upon Lender shall make disbursements of funds in the Lender receiving knowledge thereofLeasing Account to reimburse Borrower for the cost of (i) tenant improvements required under any Lease (collectively, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “DisbursementTenant Improvements”). Prior to 1:00 p.m., California time, on the first ; and (1stii) Business Day following the Lender giving written notice to the leasing commissions incurred by Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with any Lease, provided that (x) such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal leasing commissions are reasonable and customary for properties similar to the Weighted Average Term Debt Rate Property and the portion of the Property for which such leasing commission is due, (y) the amount of such leasing commissions are determined pursuant to arms length transactions between Borrower and any leasing agent to which a leasing commission is due, and excluding any leasing commissions which shall be due any general partner, or shareholder of Borrower or any affiliate of Borrower and (z) the tenant under the related Lease shall have taken occupancy of its entire leased premises and commenced the payment of its entire base minimum rent (collectively, “Leasing Commissions”). (c) Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 3, disburse to Borrower amounts from the Reserve necessary to reimburse Borrower for the period actual costs of (i) any Leasing Commissions and (ii) any work relating to Replacements or Tenant Improvements (collectively, “Work”). (d) Each request for disbursement from the Disbursement Date through Reserve shall be in a form specified or approved by Lender, and shall be accompanied by evidence of the date full performance of the obligations of the leasing agent or satisfactory completion of the Work, as the case may be, and such reimbursement bills, invoices and other evidence of the incurrence of the related costs and expenses as Lender may reasonably request. (e) Borrower shall not make a “Lender Disbursement”). Without limiting request for disbursement from the Reserve more frequently than once in any way calendar quarter. (f) Borrower shall not make a request for disbursement from the foregoing and notwithstanding anything to Reserve in an amount less than the contrary contained herein or in any separate application for any Letter lesser of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit(i) $5,000, and it shall be deemed to be (ii) the obligor total cost of the Replacement, Tenant Improvement or Leasing Commission for purposes of each such Letter of Credit issued pursuant hereto (whether which the account party on such Letter of Credit disbursement is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablerequested.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Not later than 1:00 p.m.p.m. on (i) a Disbursement Date, California timeif the Borrower shall have received notice of such Disbursement prior to 10:00 a.m. on such Disbursement Date, on or (ii) the first (1st) Business Day immediately following the Lender giving written a Disbursement Date, if such notice to the Borrower of the is received after 10:00 a.m. on such Disbursement Date, the Borrower will reimburse such Issuer directly in full for such Disbursement. Each such reimbursement shall be made in immediately available funds together (in the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor case of a draw under reimbursement made on such Letter of Creditimmediately following Business Day, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement, provided that if such reimbursement (a “Lender Disbursement”)is not made when due pursuant to this Section 2.6.2, then the interest rates set forth in Section 3.2.2 shall apply. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed have reimbursed such amount in full to be made such Issuer pursuant to this Section 2.6(b2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and advanced after unconditionally pay in same day funds to the Administrative Agent for the account of such Issuer the amount of such Revolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative Agent, and the Administrative Agent so notifies the Revolving Loan Maturity Date Lenders prior to 2:00 p.m., on any Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2:00 p.m. on the day of receipt, payment shall be made on the immediately due following Business Day). If and payableto the extent such Revolving Loan Lender shall not have so made its Revolving Loan Percentage of the amount of such payment available to the applicable Issuer, such Revolving Loan Lender agrees to pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuer, at the Federal Funds Rate.

Disbursements. The Lender An Issuer will notify the Borrower, applicable Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any drawing under a Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California time, 11:00 a.m. on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the applicable Borrower will reimburse the Lender Administrative Agent, for the account of the applicable Issuer, for all amounts which the Lender such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, such payments to be made in Dollars (and in the amount which is the Dollar Equivalent of any such payment or disbursement made or denominated in an Alternate Currency) together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor Obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the a Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The (a) At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days [by 11:00 a.m. Cleveland time] for such disbursement to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of any Letter such Lender’s Percentage of Creditsuch disbursement (with respect to such Lender, together with notice of such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Borrower of Agent such Lender’s Advance, the Disbursement Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, the Borrower will reimburse the such Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with pay and Borrowers agree to repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrowers, the interest rate applicable at the time to a rate per annum equal disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrowers shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. (b) Requests by the Agent for funding by the Lenders of disbursements of the Loan will be made by facsimile. Each Lender shall make its Advance available to the Weighted Average Term Debt Rate for Agent in dollars and in immediately available funds to such Lender and account as the period from Agent may designate, not later than Noon (Cleveland time) on the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)Funding Date. Without limiting Nothing in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it this Section 20.4 shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for relieve any Lender Disbursementof its obligation hereunder to make any Advance on any Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Advance hereunder, and the Commitment of any Lender shall not be deemed to have made, without further notice to increased or decreased as a result of the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or failure by any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed Lender to be made pursuant perform its obligation to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablemake any Advances hereunder.

Disbursements. The Lender will notify (a) IFC shall request remittance by the Borrower, promptly upon the Lender receiving knowledge thereof, Participant on account of the presentment for payment Relevant Participation (in an aggregate amount up to the full amount of any Letter of Credit, together with the Relevant Participation) only as needed to meet B Loan Disbursements to the Company. IFC shall give the Participant not less than three (3) Business Days' notice of the date when any such remittance is due. The Participant shall remit the amount specified in the said notice to Northern Trust International Banking Corporation, New York (or such other bank in New York as IFC may notify the “Disbursement Date”Participant from time to time) such payment shall have been for credit to IFC's account on or be made before 11:00 a.m. (each such payment, a “Disbursement”). Prior to 1:00 p.m., California New York time, ) on the first (1st) Business Day following date specified in the Lender giving written said notice for value that date. Provided that the funds are received by IFC in good time on the date so specified, then unless any event occurs which would justify IFC in not making the relevant Disbursement to the Borrower Company, IFC shall disburse those funds as part of the relevant B Loan Disbursement Date, for value the Borrower will reimburse same day that they are remitted to IFC by the Lender for all amounts which the Lender Participant. (b) Upon receipt from Northern Trust International Banking Corporation (or such other bank as aforesaid) of advice that IFC's account has disbursed to reimburse the issuing bank in connection been credited with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal remittance and after having effected the relevant Disbursement to the Weighted Average Term Debt Rate for Company, IFC shall, if so requested by the period from Participant, deliver to the Disbursement Date through Participant a receipt substantially in the form of Annex A, dated the date of such reimbursement (a “Lender Disbursement”)Disbursement and in the amount of such remittance. Without limiting in any way After the foregoing and notwithstanding anything final Disbursement of the B Loan or cancellation of the undisbursed portion thereof, the Participant may request IFC to deliver to the contrary contained herein or Participant a Participation Certificate substantially in any separate application for any Letter the form of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement DateAnnex B, in the principal aggregate amount equal of all such remittances made to IFC by the Participant hereunder and disbursed by IFC to the amount drawn under Company. IFC shall then deliver such Letter Participation Certificate to the Participant which shall return to IFC any receipts previously delivered to the Participant evidencing such remittances. (c) All Disbursements of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder B Loan shall not apply. Any Revolving Loan deemed to be made pursuant as set out in Section 3.2 of the Special Conditions of the IFC Investment Agreement and pro rata with Disbursements of the A Loan (as provided in such Section 3.2). IFC shall request remittances from each of the Participants to this Section 2.6(bmeet each B Loan Disbursement in proportion (as nearly as practicable) and advanced to the amounts of their respective Participations. The Participant acknowledges that IFC may however make a B Loan Disbursement on a relevant Disbursement date even if the amount disbursed is less than the full aggregate amount whose remittance was requested by IFC, due to the fact that (for whatever reason) not all of the Participants have remitted their funds in time. (d) At the request of the Participant on or after September 30, 2000, IFC shall cancel the Revolving right of the Company to request Disbursements in respect of the undisbursed portion of the B Loan Maturity Date shall be immediately due and payablewhich is represented by the undisbursed portion of the Relevant Participation.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, (a) At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to each date a disbursement of the presentment Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Cleveland time for payment of any Letter of Creditdisbursements to be made at the Adjusted LIBOR Rate), together with notice the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower of a corresponding amount. If such corresponding amount is not in fact made available to the Disbursement Agent by such Lender on or prior to the respective Funding Date, the such Lender agrees to pay and Borrower will reimburse the Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a rate per annum equal disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. (b) Requests by the Agent for funding by the Lenders of disbursements of the Loan will be made by facsimile. Each Lender shall make its Advance available to the Weighted Average Term Debt Rate for Agent in dollars and in immediately available funds to such Lender and account as the period from Agent may designate, not later than Noon (Cleveland time) on the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)Funding Date. Without limiting Nothing in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it this Section 25.4 shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for relieve any Lender Disbursementof its obligation hereunder to make any Advance on any Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Advance hereunder, and the Commitment of any Lender shall not be deemed increased or decreased as a result of the failure by any other Lender to have madeperform its obligation to make any Advances hereunder. (c) As soon as practical Agent will promptly forward to each Lender copies of the Draw Request documents described in Sections 12.3(a), without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passedb) and (d), and interest shall accrue from cause the Disbursement Date, in Lender’s Consultant to forward to each Lender a copy of the principal amount equal to Lender’s Consultant’s most recent inspection. Delivery of the amount drawn under such Letter of Credit, and, for this purpose, Draw Request documents and the conditions precedent in Article V or any other Borrower requirements hereunder Lender’s Consultant’s inspection report shall not apply. Any Revolving Loan deemed be a condition to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablefunding any Advance.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the Administrative Agent in writing promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.11:00 a.m., California Central time, on the first Disbursement Date (1st) or 11:00 a.m., Central time, on the Business Day following the Lender giving written notice to Disbursement Date if the Borrower of shall have received such notice after 10:00 a.m. on the Disbursement Date), the Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank under or in connection with such issuing bank’s honor respect of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the applicable Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Lenders shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are ABR Loans as provided in Section 2.1 (the Borrower being deemed to have given a timely Borrowing Notice therefor for such Letter of Creditamount); provided, andhowever, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after purpose of determining the availability of the Revolving Loan Maturity Date Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be immediately due and payabledeemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the Borrower’s Reimbursement Obligation shall accrue interest at the Applicable Rate, plus a margin of two percent (2%) per annum, payable on demand.

Disbursements. The Lender will notify (a) Payment Notice and Disbursement Requests; Disbursements. Prior to the Borrowerdisbursement of any funds from the Securities Account by the Depositary, promptly upon the Lender receiving knowledge thereof, Company must deliver to the Depositary the written consent of the presentment for payment of any Letter of Credit, together with Holders to such disbursement. The Company shall obtain such written consent by delivering notice of the date (the “"Disbursement Date”Notice") to the Holders of a proposed disbursement five (5) Business Days prior to such payment shall have been or date on which such disbursement is to be made (each the "Disbursement Date"), which Disbursement Notice shall contain the time period to which such payment, a “Disbursement”)payment applies and the amount of the disbursement. Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower Promptly after receipt of the Disbursement DateNotice from the Company, the Borrower will reimburse Holders shall notify the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor Depositary of a draw under such Letter of Credittheir consent, together with interest thereon at a rate per annum equal if any, to the Weighted Average Term Debt Rate for the period from disbursement of funds on the Disbursement Date through by delivery of a Payment Notice and Disbursement Request substantially in the date form of Exhibit A attached hereto. No disbursements of funds from the Securities Account shall be made by the Depositary without receipt of the Payment Notice and Disbursement Request from the Holders authorizing such reimbursement disbursement. (a “Lender Disbursement”). Without limiting b) All disbursements from the Securities Account must be made in any way the foregoing cash and notwithstanding anything shall apply solely to the contrary contained herein payment of interest due under the Notes, except in the event of a Default, an Event of Default, or an event that with the lapse of time or the giving of notice, or both, would constitute an Event of Default, or termination of this Agreement in any separate application for any Letter accordance with the provisions of CreditSection 6 hereof, the Borrower hereby acknowledges and agrees that it in which case written notice thereof shall be obligated provided to reimburse the Lender upon each Lender Disbursement Depositary by the Required Holders and disbursements of a Letter of Credit, and it amounts from the Securities Account shall be deemed to be made in accordance with the obligor for purposes provisions of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a SubsidiarySection 6(b)(v). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender will notify If at any time Disbursement Agent is unable to calculate the Borrower, promptly upon the Lender receiving knowledge thereof, Purchase Prices in respect of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed disbursements to be made pursuant to this Section 2.6(b11(d) as a result of technical difficulties or otherwise, upon written notice from Disbursement Agent to Buyer and Seller, Disbursement Agent may request such information from Buyer. Additionally, if at any time Buyer disputes Disbursement Agent's or Seller's calculation of the Purchase Prices in respect of disbursements to be made pursuant to this Section 11(d), upon written notice from Buyer to Disbursement Agent and Seller, Disbursement Agent shall not disburse funds as provided in this Section 11(d) until such dispute is resolved. (i) Disbursement in Respect of Purchases of Eligible Assets. On each proposed Purchase Date, Disbursement Agent will disburse funds in the Disbursement Account in accordance with the Wire Instructions in the Seller Asset Schedule within 2 hours of a final Transaction Request but in no event later than 5:15 p.m. New York time, provided that (A) Disbursement Agent shall have performed the procedures set forth in Section 11(c) and advanced after all conditions to disbursement set forth therein shall have been satisfied; (B) sufficient funds exist in the Revolving Loan Maturity Date Disbursement Account (taking into account amounts required to be transferred from the related Wire-out Account pursuant to Section 11 (a)(ii)); (C) such instructions do not include any Seller Entity or any Affiliate of a Seller Entity as payee, unless otherwise authorized by Buyer in writing to Disbursement Agent; and (D) if a conflict exists between the instructions of Buyer and the instructions of Seller, Disbursement Agent shall follow Buyer's instructions. In the event that the funds maintained in the related Wire-out Account are not sufficient to permit the funding of the full Wire Amount for any Eligible Asset, no funds shall be immediately due and payabledisbursed from the Disbursement Account to fund or acquire such Eligible Asset. For each disbursement pursuant to this Section 11(d)(i), Disbursement Agent shall promptly notify Seller by Electronic Transmission of the related federal wire reference number when it becomes available.

Disbursements. The Lender will notify (a) Except as provided in the Borrower, promptly upon the Lender receiving knowledge thereof, Indenture in case of acceleration of maturity of the presentment for payment Bonds, the Trustee shall disburse the money in the Construction Fund in accordance with this Section. (b) The Trustee shall disburse (or transfer to the Bond Fund) amounts in the Construction Fund to pay Project Costs with respect to the Project or Issuance Costs upon receipt of any Letter a Disbursement Request in substantially the form of CreditExhibit B to the Indenture signed by an Authorized Company Representative stating: (i) the requisition number, together with notice amount to be paid, the name of the date (the “Disbursement Date”) such Person to whom payment shall have been or is to be made and a Project Costs description; (each ii) that there has been expended, or is being expended concurrently with the delivery of such paymentcertificate (or in the case of interest which the Trustee is directed to transfer to the Bond Fund after the Completion Date, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day will be expended within one year following the Lender giving written notice to the Borrower of the Disbursement Completion Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal an amount on account of Project Costs or Issuance Costs at least equal to the amount drawn set forth in such certificate; (iii) that no other certificate in respect of such expenditure is being or previously has been delivered to the Trustee; (iv) that at least 95% of the total of all amounts previously disbursed plus the amount requested by such certificate to be disbursed from the Construction Fund have been and will be used to pay Qualifying Costs of the Project; and (v) the sum of the amount of such requisition in respect of Issuance Costs, if any, plus amounts previously paid for Issuance Costs, does not exceed 2% of the amount of the Sale Proceeds. (c) Concurrently with the delivery of the certificate required under such Letter Section 3.7 of Credit, and, for this purposeAgreement, the conditions precedent Company shall direct the Trustee in Article V or writing to transfer any amounts then on deposit in the Construction Fund (other Borrower requirements hereunder shall than the retainage described in clause (iii) of Section 3.7 if the Final Payment Date has not apply. Any Revolving Loan deemed occurred) to the Bond Fund to be made used (i) to redeem Bonds pursuant to this Section 2.6(bArticle IX of the Indenture on the first date the Bonds are subject to redemption at a price of par plus accrued interest or (ii) and advanced after to purchase Bonds on the Revolving Loan Maturity Date shall be immediately due and payableopen market for cancellation.

Disbursements. (a) The Lender will notify Initial Loans shall be disbursed by Lenders to Borrower on the Borrowerbusiness day following the date hereof. (b) The Contingent Loans shall be disbursed by Lenders to Borrower on a date mutually agreeable to Borrower and Lenders, promptly upon which date shall be no earlier than (i) forty-five days after the Lender receiving knowledge thereof, date hereof and (ii) two Business Days after Borrower shall have certified to Lenders that: (A) The representations and warranties of Borrower contained in Section 3 hereof (I) that are expressly qualified by a reference to materiality shall be true in all respects as so qualified when made and as of such date of certification and (II) that are not so qualified shall be true and correct in all material respects when made and as of such date of certification. (B) Borrower shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement and in the Merger Agreement to be performed and complied with by Borrower at or prior to the disbursement of the presentment for payment Contingent Loans. (C) No Event of any Letter Default shall have occurred and be continuing. (D) Borrower shall have prepared and filed with the Securities and Exchange Commission a Registration Statement on Form S-4 to register all shares of Credit, together with notice Borrower's Common Stock issuable at the closing of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Merger pursuant to the Borrower Merger Agreement. (E) Since the date of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date this Agreement and through the date on which the Contingent Loans are disbursed, there has not occurred any Parent Material Adverse Effect (as such term is defined in the Merger Agreement). (F) No judgment, order, decree, statute, law, ordinance, rule or regulation entered, enacted, promulgated, enforced or issued by any court or other governmental entity of such reimbursement competent jurisdiction or other legal restraint or prohibition shall be in effect preventing the making of the Loans or the other transactions contemplated by the Loan Documents or the Merger Agreement, and no litigation, investigation or administrative proceeding shall be pending or threatened which would enjoin, restrain, condition or prevent the consummation of the transactions contemplated by the Loan Documents or the Merger Agreement. (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything c) Each Loan shall be disbursed by certified check or wire transfer of immediately available funds to the contrary contained herein or account of Borrower, as specified by Borrower in any separate application for any Letter of Credit, a written notice delivered to each Lender not less than one Business Day prior to the Borrower hereby acknowledges and agrees that it disbursement date. (d) Lenders' obligations to make the Loans hereunder shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice subject to the receipt of (1) UCC-1 financing statements and other instruments evidencing the security interest granted in favor of Lenders in Section 2 below; (2) an opinion of outside counsel to Borrower, in form and substance reasonably satisfactory to a Revolving Majority of Lenders, with respect to (i) the organization and good standing of Borrower, (ii) the corporate authority for execution, delivery and enforceability of the Loan Documents, (notwithstanding that iii) the Revolving due authorization, execution, delivery and enforceability of the Loan Commitment Termination Date may have passed)Documents, (iv) no conflict, violation or default under Borrower's Certificate of Incorporation or by-laws, or any law, rule or order resulting from Borrower's execution, delivery and performance of the Loan Documents and (v) the Loan Documents creating a valid security interest shall accrue from the Disbursement Date, in the principal amount equal to Collateral (as defined herein) in favor of the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.Lenders;

Disbursements. (a) The Lender will notify Escrowed Property shall be held by the Borrower, promptly upon Escrow Agent for the Lender receiving knowledge thereof, purpose of satisfying the initial $200,000 of the presentment indemnification obligations of the Company, with respect to the Escrow Property, pursuant to Section 5.1.3 of the Underwriting Agreement dated January 17, 2024 by and between the Company and the Representative, for payment a period of 12 months from the closing of the Offering. Disbursement of such Escrowed Property upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company and the Representative. If the Company and the Representative are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Representative, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s New York office. (b) In the event that any litigation or proceeding arising out of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank matter in connection with the Offering and the Representative acting in its capacity as the representative of the underwriters (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within 12 months following the Closing Date and in which the Company, the Representative, or the Escrow Property becomes the subject of such issuing banklitigation or proceeding, the Representative and the Company hereby authorize the Escrow Agent, at the Representative’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal written instruction to the Weighted Average Term Debt Rate Escrow Agent if not otherwise so required, to release and deposit the Escrow Property with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Representative in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company and the Representative further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Property with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court. (c) In all instances, if either (i) no claim for indemnity is made by the Representative during the 12-month period from the Disbursement Date through closing of the date Offering or (ii) it is finally determined that the Representative are not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow Property by the conclusion of the 12-month period from the closing of the Offering, the Escrow Agent shall disburse to the Company the full balance of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company. (d) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request the amount so paid to it. (e) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such reimbursement compliance, regardless of the final disposition of any such judgment, order or process. (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges f) Each Party understands and agrees that it the Escrow Agent shall be obligated have no obligation or duty to reimburse act upon a Written Direction delivered to the Lender upon Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Representative, any individual designated by Representative on Exhibit B-2 hereto (in each Lender Disbursement of a Letter of Creditcase, and it shall be deemed to be the obligor for purposes of each such Letter individual an “Authorized Representative” of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passedParty), and interest shall accrue from (iii) delivered to, and able to be authenticated by, the Disbursement DateEscrow Agent in accordance with Section 1.5. (g) Upon request, the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the principal amount equal to Escrow Account. (h) A party may specify in a Written Direction whether the amount drawn under such Letter Escrow Property shall be disbursed by way of Credit, and, wire transfer or check. If the written notice for this purposethe disbursement of funds does not so specify the disbursement means, the conditions precedent in Article V or Escrow Agent may disburse the Escrow Property by any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after means chosen by the Revolving Loan Maturity Date shall be immediately due and payableEscrow Agent.

Disbursements. The Lender Issuer will notify the Borrower, applicable Borrower or Borrowers and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been or be made (each such payment, a “Disbursement”)made. Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Subject to the Borrower terms and provisions of the Disbursement Datesuch Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. The applicable Borrower or Borrowers will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Issuer or the Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")), on the Disbursement Date, if such Borrower or Borrowers are notified of such disbursement prior to 12:00 noon (New York, New York, time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if such Borrower or Borrowers are not so notified (the "Reimbursement Due Date"). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by such Borrower or Borrowers on the Disbursement Date, such Reimbursement Obligation shall accrue interest thereon from (and including) the Disbursement Date at a fluctuating rate per annum equal to the Weighted Average Term Debt sum of the Alternate Base Rate from time to time in effect, plus the Applicable Margin for ABR Loans from time to time in effect, plus from (and including) the period from the Disbursement Date through the date Reimbursement Due Date, a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit200 basis points, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by such Borrower fails to so reimburse or Borrowers on the Lender Disbursement Date for any Lender DisbursementReimbursement Obligation in respect of any Letter of Credit due and owing on such Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender Lenders (including the Issuer) shall, on the terms and subject to the conditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 2.3 (such Borrower or Borrowers being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. (a) The Lender applicable Issuer will notify the Borrower, Borrower and the Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any drawing under any Letter of Credit, together with notice of the amount of such drawing and the date (the “a "Disbursement Date”") such payment shall have been be made. (b) Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made its designee) of such Letter of Credit. (each such payment, a “Disbursement”). c) Prior to 1:00 p.m.12:00 noon, California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of immediately succeeding the Disbursement Date, the Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to . (d) To the Weighted Average Term Debt Rate for extent the period from applicable Issuer is not reimbursed in full on the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for all amounts it has disbursed under any Letter of Credit, the Borrower hereby acknowledges Borrower's Reimbursement Obligation shall accrue interest from and agrees that it shall be obligated including such Disbursement Date to reimburse but excluding the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each date such Letter of Credit issued pursuant hereto Reimbursement Obligation is paid in full (whether pursuant to a Borrowing of Base Rate Loans under Section 4.5(e) or otherwise) at a fluctuating rate per annum equal to, during the account party initial two days after such Disbursement Date, the Alternate Base Rate and, thereafter, the Alternate Base Rate plus a margin of 2.0%, payable on such Letter of Credit is the Borrower or a Subsidiary). demand. (e) In the event the applicable Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Lenders (including such Issuer) shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are Base Rate Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after purpose of determining the availability of the Revolving Loan Maturity Date Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be immediately due and payabledeemed not to be outstanding at such time.

Disbursements. (a) The Lender will notify Escrow Agent shall hold the BorrowerEscrowed Consideration in its possession until (i) instructed hereunder to deliver the Escrowed Consideration, promptly upon the Lender receiving knowledge or any specified portion thereof, in accordance with a written release notice executed jointly by an Authorized Representative (as defined below) of each the OP and the Contributors’ Representative directing the Escrow Agent as to payment of all or part of the presentment Escrowed Consideration (a “Joint Instruction”), (ii) it receives an Order pursuant to clause (f) hereof directing the Escrow Agent to release the Escrowed Consideration in accordance with such Order or (iii) this Escrow Agreement is terminated pursuant to Section 1.6 hereof. (b) No fractional shares of Escrowed Consideration shall be retained in or released from the Escrow Account pursuant to this Agreement. (c) Any amount disbursed or released in accordance with the terms hereof shall no longer be deemed a part of the Escrowed Consideration or otherwise be subject to the provisions of this Escrow Agreement. (d) The Escrow Agent shall promptly, but in any event within three (3) Business Days after receipt of a Joint Instruction, disburse all or part of the Escrowed Consideration from the Escrow Account in accordance with the transfer instructions set forth on Schedule I hereto or as otherwise specified in such Joint Instruction. (e) In the event that the Escrow Agent makes any disbursement to any other party pursuant to this Escrow Agreement and for payment any reason such disbursement (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, in each case pursuant to a final, non-appealable decision of any Letter court of Creditcompetent jurisdiction, together with notice then the recipient shall repay to the Escrow Agent upon written request the amount so disbursed to it. (f) If at any time either of the date Parties receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of all or part of the Escrowed Consideration (the an “Disbursement Date”) such payment shall have been or be made (each such payment, a “DisbursementOrder”). Prior , then the receiving Party shall promptly deliver a copy of such Order to 1:00 p.m.the other Party and the Escrow Agent and, California timeupon receipt by the Escrow Agent of a copy of such Order, the Escrow Agent shall, on the first third (1st3rd) Business Day following the Lender giving written delivery of such notice to the Borrower applicable Party from the Escrow Agent of the Disbursement DateOrder, disburse to the Borrower will reimburse OP and/or the Lender for Contributors’ Representative (on behalf of the Contributors), as applicable, part or all amounts which of the Lender has disbursed to reimburse the issuing bank Escrowed Consideration in connection accordance with such issuing bank’s honor of a draw under such Letter of Credit, together Order. (g) The Escrow Agent shall comply with interest thereon at a rate per annum equal judgments or orders issued or process entered by any court with respect to the Weighted Average Term Debt Rate for Escrowed Consideration, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the period from matter and in accordance with its normal business practices. If the Disbursement Date through the date of Escrow Agent complies with any such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein judgment, order or in any separate application for any Letter of Creditprocess, the Borrower hereby acknowledges and agrees that then it shall not be obligated liable to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V Party or any other Borrower requirements hereunder person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) The Escrow Agent shall not apply. Any Revolving Loan deemed furnish monthly statements to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableParties setting forth the activity in the Escrow Account.

Disbursements. The Lender will notify Escrow Agent is directed to distribute the BorrowerEscrow Property in the following manner: (a) if at any time on or prior to the Escrow End Date the Escrow Agent receives an officers’ certificate from the Company substantially in the form of Exhibit D hereto, promptly upon dated as of one Business Day prior to the Lender receiving knowledge thereofdate the Escrow Property is to be released pursuant to the Release Notice (as defined below), executed by two of the presentment for payment of any Letter of Credit, together with notice authorized representatives of the date Company identified on Exhibit B hereto (each such representative, an “Authorized Person”) and certifying to the Escrow Agent as to the matters set forth therein (an “Officers’ Certificate”), and a written notice substantially in the form of Exhibit E hereto, executed by an Authorized Person of the Company (a “Release Notice”), the Escrow Agent shall on the Business Day stated in the Release Notice, provided that the Release Notice and the Officers’ Certificate are received by the Escrow Agent by 11:00 a.m. Eastern time on the Business Day prior to the Escrow Property release date, release (i) the amount of the Escrow Property in the Escrow Account specified in the Release Notice to the Representative as provided in Section 1.4(b) as directed and in the manner set forth in the Release Notice from the Company, (ii) the amount of Escrow Property in the Escrow Account specified in the Release Notice to U.S. Bank National Association, as paying agent (the “Disbursement DateCompany Paying Agent”) such payment shall have been or be made for Company’s existing debt holders and (each such paymentiii) the amount of the Escrow Property in the Escrow Account specified in the Release Notice to the Company; or (b) if at any time prior to the Escrow End Date, the Escrow Agent receives an Officers’ Certificate from the Company setting forth the date on which a Special Mandatory Redemption will occur (a “DisbursementRedemption Notice”). Prior ) in the form of Exhibit F hereto, and a Release Notice, substantially in the form of Exhibit E hereto, executed by an Authorized Person of the Company, the Escrow Agent shall liquidate the Escrow Property in the Escrow Account no later than one Business Day prior to 1:00 p.m.the date specified for the Special Mandatory Redemption, California timeand shall (i) deliver the amount of the Escrow Property from the Escrow Account to the Trustee as directed and in the manner set forth in the Release Notice from the Company and (ii) deliver the remainder of the Escrow Property in the Escrow Account, if any, to the Company as directed and in the manner set forth in the Release Notice from the Company; or (c) if a Release Notice has not been delivered by 5:00 p.m. Eastern time on the Escrow End Date, by no later than 12:00 p.m. noon Eastern time on the first (1st) Business Day following the Lender giving written notice Escrow End Date the Company hereby directs the Escrow Agent to liquidate the Escrow Property and deliver all the Escrow Property from the Escrow Account to the Borrower Trustee for application to the Special Mandatory Redemption of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made Notes pursuant to this Section 2.6(b) and advanced after 3.10 of the Revolving Loan Maturity Date shall be immediately due and payableIndenture.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “Disbursement Date”"DISBURSEMENT DATE") such payment shall have been or be made (each such payment, a “Disbursement”"DISBURSEMENT"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:00 a.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of the Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to SECTION 3.2 for the period from the Disbursement Date through the date of such reimbursement; PROVIDED, HOWEVER, that unless the Borrower shall have notified the Administrative Agent and the Issuer prior to such time on the Disbursement date, the Borrower will be deemed to have requested (and shall deliver a Borrowing Request within one Business Day of the Disbursement Date confirming) that a Swing Line Loan be made in the amount of such reimbursement and the Administrative Agent shall so notify the Swing Line Lender who shall, subject to the conditions set forth herein (except for the notice, the minimum principal amount and the integral amount requirements), make a “Swing Line Loan in such amount (the proceeds of which will be wired to the Issuer unless the Issuer and the Swing Line Lender Disbursement”are the same Person, in which case a book-entry transfer may be made). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Subject to the terms and provisions of each Pro-Rata Letter of Credit and this Agreement, upon presentment under any Pro-Rata Letter of Credit to the Issuer thereof for payment, such Issuer shall make such payment to the beneficiary (or its designee) of such Pro-Rata Letter of Credit on the date designated for such payment (the "Disbursement Date"). Such Issuer will promptly notify Micro and each of the Borrower, promptly upon the Lender receiving knowledge thereof, Lenders of the presentment for payment of any such Pro-Rata Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”)Date thereof. Prior to 1:00 p.m.12:00 noon, California Eastern time, on the first (1st) next Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Micro will reimburse the Lender Administrative Agent, for the account of such Issuer, for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Pro-Rata Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, Micro's Pro-Rata Reimbursement Obligation shall accrue interest at a fluctuating rate equal to the Reference Rate plus 1/2 of 1% per annum, payable on demand. In the event Micro fails to notify the Administrative Agent and the relevant Issuer prior to 1:00 p.m., Eastern time, on the Disbursement Date that Micro intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds other than proceeds of Pro-Rata Revolving Loans, or the Administrative Agent does not receive such reimbursement payment from Micro prior to 1:00 p.m., Eastern time on the Disbursement Date (or if the relevant Issuer must for any reason return or disgorge such reimbursement), the Administrative Agent shall promptly notify the Lenders, and Micro shall be deemed to have given a timely Borrowing Request as of the Disbursement Date for Pro-Rata Revolving Loans in an aggregate principal amount equal to such Pro-Rata Reimbursement Obligation and the Lenders (including the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2 hereof), make Pro-Rata Revolving Loans in the amount of such Pro-Rata Reimbursement Obligation which shall be Reference Rate Loans as provided in Section 3.1; provided, however, that for the purpose of determining the availability of any unused Total Credit Commitment Amount immediately prior to giving effect to the application of the proceeds of such Pro-Rata Revolving Loans, such Pro-Rata Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Pro-Rata Revolving Loans deemed requested by Micro as provided in the preceding sentence shall not be satisfied at the time of such deemed request, the Lenders (including the relevant Issuer) shall make demand loans on such date for the benefit of Micro, ratably, in accordance with their respective Percentages, which loans shall: (a) aggregate in principal amount an amount equal to the applicable Pro-Rata Reimbursement Obligations; (b) be applied solely to the prompt satisfaction of such Pro-Rata Reimbursement Obligations; (c) be payable by Micro upon demand; and (d) accrue interest on the unpaid principal amount thereof from (and including) the date on which such demand loan is made until the date such loan is paid by Micro in full, at a rate per annum equal to the Weighted Average Term Debt Reference Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableplus 2% per annum.

Disbursements. The Lender will notify (a) At or prior to 10 a.m. on the Borrower, promptly upon the Lender receiving knowledge thereof, due date of any of the presentment first six scheduled interest payments on the Notes, the Pledgor may, pursuant to written instructions (an "Issuer Order"), direct the Trustee to release from the Pledge Account and pay to the Holders of the Notes proceeds sufficient to provide for payment in full of such interest then due on the Notes. Upon receipt of an Issuer Order, the Trustee will take any Letter of Credit, together with notice action necessary to provide for the payment of the date interest on the Notes in accordance with the payment provisions of the Indenture to the Holders of the Notes from (and to the extent of) proceeds of the Pledged Securities in the Pledge Account. Nothing in this Section 4 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the Notes upon acceleration thereof. (b) If the Pledgor makes any interest payment or portion of an interest payment for which the Collateral is security from a source of funds other than the Pledge Account ("Pledgor Funds"), the Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to an Issuer Order to release to the Pledgor or to another party at the direction of the Pledgor (the “Disbursement Date”"Pledgor's Designee") such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period proceeds from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting Pledge Account in any way the foregoing and notwithstanding anything to the contrary contained herein an amount less than or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under of Pledgor Funds applied to such Letter interest payment. Upon receipt by the Trustee of Credit, and, for this purposesuch Issuer Order and evidence reasonably satisfactory to the Trustee that such interest payment has been paid in full, the conditions precedent Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in Article V the Pledge Account. (c) If at any time the principal of and interest on the Pledged Securities exceeds 100% of the amount sufficient, in the written opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm selected by the Pledgor and delivered to the Trustee, to provide for payment in full of the remaining first six scheduled interest payments due on the Notes, the Pledgor may direct the Trustee to release any such excess amount to the Pledgor or to such other Borrower requirements hereunder party as the Pledgor may direct. Upon receipt of an Issuer Order (which shall not applyinclude a certificate from such nationally recognized firm of independent public accountants or a nationally recognized investment banking firm stating the amount by which the Pledged Securities exceeds the amount required to be held in the Pledge Account) the Trustee shall pay over to the Pledgor or the Pledgor's Designee, as the case may be, any such excess amount. (d) Upon payment in full of the first six scheduled interest payments on the Notes, the security interest in the Collateral evidenced by this Pledge Agreement will automatically terminate and be of no further force and effect and the Collateral shall promptly be paid over and transferred to the Pledgor. Any Revolving Loan deemed Furthermore, upon the release of any Collateral from the Pledge Account in accordance with the terms of this Pledge Agreement, whether upon release of Collateral to Holders as payment of interest or otherwise, the security interest evidenced by this Pledge Agreement in such released Collateral will automatically terminate and be of no further force and effect, and the Trustee shall cooperate and shall deliver such documents as may be necessary to discharge any security interest with respect to the Collateral under the UCC. (e) At least three Business Days prior to the due date of each of the first six scheduled interest payments on the Notes, the Pledgor shall give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 4(a) or 4(b) and the respective amounts of interest that will be paid from the Pledge Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, at or prior to 10 a.m. on the day immediately preceding such interest payment date. If no such notice is given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 4(a) as if it had received an Issuer Order pursuant thereto for the payment in full of the interest then due from the Pledge Account. (f) The Trustee shall liquidate Collateral in the Pledge Account in order to make any scheduled payment of interest unless there are sufficient funds in the Pledge Account on such interest payment date. (g) Except as otherwise provided in Sections 4(c) and (d) hereof, nothing contained in Section 1, Section 3, this Section 2.6(b4 or any other provision of this Pledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any security entitlement to the Pledged Securities or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any such security entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Pledged Securities, any security entitlement thereto or any securities account in which any such security entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and subject to the exclusive dominion and control (except as expressly provided in Sections 4(a), (b) and advanced after (c) hereof) of the Revolving Loan Maturity Date shall be immediately due Trustee in its capacity as such (and payablenot as a securities intermediary). The Pledgor acknowledges, confirms and agrees that the Trustee holds a security entitlement to the Pledged Securities solely as trustee for the Holders of the Notes and not as a securities intermediary.

Disbursements. The Lender Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuer of such Letter of Credit will notify the BorrowerBorrowers, and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice or of the date any draft thereunder (the “Disbursement Date”) such payment shall have been or be made (each any such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the If an Issuer shall make any Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement respect of a Letter of Credit, and it the Borrowers shall be deemed reimburse such Issuer in respect of such Disbursement by paying to be the obligor for purposes Administrative Agent an amount equal to such Disbursement not later than 3:00 p.m. on (i) the Business Day that the Lead Borrower receives notice of each such Letter Disbursement, if such notice is received prior to 10:00 a.m. (New York City time) or (ii) the Business Day immediately following the day that the applicable Borrower receives such notice, if such notice is not received prior to such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the second sentence of Credit issued pursuant hereto (whether this Section, the account party Borrowers’ Reimbursement Obligation shall accrue interest at the Default Rate, payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Borrower fails to so reimburse applicable Issuer is not reimbursed by the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from Borrowers on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Lenders shall, on the terms and subject to the conditions of this Agreement, make Loans that are Alternate Base Rate Loans on the next Business Day in the principal an aggregate amount equal to the amount drawn under Reimbursement Obligations as provided in Section 2.1 (the Lead Borrower being deemed to have given a timely Loan Request therefor for such Letter of Credit, andamount); provided that, for this purposethe purpose of determining the availability of the Commitments immediately prior to giving effect to the application of the proceeds of such Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be outstanding at such time. The proceeds of the Loans made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall preceding sentence will be immediately due and payableturned over to the applicable Issuer in satisfaction of the Reimbursement Obligation.

Disbursements. (a) The Lender will notify Escrowed Property shall be held by the Borrower, promptly upon Escrow Agent for the Lender receiving knowledge thereof, purpose of satisfying the initial $250,000 of the presentment indemnification obligations of the Company, with respect to the Escrow Property, pursuant to Section 3(o) of the Underwriting Agreement, for payment a period of 24 months from the closing of the Offering. Disbursement of such Escrowed Property upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company and the Representative. If the Company and the Representative are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Representative, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s New York office. (b) In the event that any litigation or proceeding arising out of any Letter of Credit, together matter in connection with notice the Offering and the Representative acting in its capacity as the representative of the date Underwriters (which matter would be covered by the “Disbursement Date”Company’s indemnification obligations under the Underwriting Agreement) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day within 24 months following the Lender giving Closing Date and in which the Company, the Representative, or the Escrow Property becomes the subject of such litigation or proceeding, the Representative and the Company hereby authorize the Escrow Agent, at the Representative’s sole instruction upon Representative’s written notice to the Borrower Escrow Agent, if not otherwise so required, to release and deposit the Escrow Property with the clerk of the Disbursement Date, the Borrower will reimburse the Lender for all amounts court in which the Lender has disbursed to reimburse litigation is pending, and thereupon the issuing bank in connection with such issuing bank’s honor Escrow Agent shall be relieved and discharged of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal any further responsibility hereunder and this Agreement shall terminate pursuant to the Weighted Average Term Debt Rate terms hereof. The Company and the Representative further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Property with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder and this Agreement shall terminate pursuant to the terms hereof. (c) In all instances, if either (i) no claim for indemnity is made by the Representative during the 24-month period from the Disbursement Date through closing of the date Offering or (ii) it is finally determined that the Representative is not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow Property by the conclusion of the 24-month period from the closing of the Offering, the Escrow Agent, upon receipt of a Written Direction, shall disburse to the Company the full balance of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company. (d) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request the amount so paid to it. (e) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such reimbursement compliance, regardless of the final disposition of any such judgment, order or process. (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges f) Each Party understands and agrees that it the Escrow Agent shall be obligated have no obligation or duty to reimburse act upon a Written Direction, in the Lender upon form attached hereto as Exhibit A, delivered to the Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Representative, any individual designated by Representative on Exhibit B-2 hereto (in each Lender Disbursement of a Letter of Creditcase, and it shall be deemed to be the obligor for purposes of each such Letter individual an “Authorized Representative” of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passedParty), and interest shall accrue from (iii) delivered to, and able to be authenticated by, the Disbursement DateEscrow Agent in accordance with Section 1.4. (g) Upon request, the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the principal amount equal to Escrow Account. (h) A party may specify in a Written Direction whether the amount drawn under such Letter Escrow Property shall be disbursed by way of Credit, and, wire transfer or check. If the written notice for this purposethe disbursement of funds does not so specify the disbursement means, the conditions precedent in Article V or Escrow Agent may disburse the Escrow Property by any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after means chosen by the Revolving Loan Maturity Date shall be immediately due and payableEscrow Agent.

Disbursements. The Lender Issuer will notify the Borrower, Borrowers promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “"Disbursement Date”") such payment shall be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the Issuer shall not have been any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or be made (each to ascertain or inquire as to the validity or accuracy of any such payment, a “Disbursement”)document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., California 12:00 noon (Chicago time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Borrowers will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the preceding sentence, together with the Borrowers' Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the Weighted Average Term Debt lesser of (i) the Highest Lawful Rate for or (ii) the period from Alternate Base Rate, plus the Disbursement Date through the date Applicable Margin plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit2% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Borrower fails to so reimburse Issuer is not reimbursed by the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from Borrowers on the Disbursement Date, in or if Issuer must for any reason return or disgorge such reimbursement, BankAmerica shall, on the principal amount equal terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Tranche A Loans which are Base Rate Loans as provided in Section 2.1.2 (the Borrowers being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, If Tenant desires to apply for a disbursement of the presentment Construction Allowance, then Tenant may apply for any such disbursement by, on or before the 5th day of any calendar month (or such other date as Landlord may designate), delivering to Landlord each of the following: (A) a request for payment of any Letter the General Contractor approved by Tenant, in the appropriate AIA form or other form approved by Landlord showing the schedule, by trade, of Credit, together with notice percentage of completion of the date Tenant Improvements, detailing the portion of the Tenant Improvements completed and the portion not completed, and demonstrating that the relationship between the Construction Costs completed and the Construction Costs to be completed complies with the terms of the Construction Budget, (B) copies of invoices from Tenant’s contractors for labor rendered and materials delivered to the Premises and for which payment is sought through the subject disbursement; (C) an executed mechanic’s lien release from the General Contractor with respect to the work for which payment is sought and in a form approved by Landlord, and (D) executed mechanic’s lien releases from all subcontractors with respect to any previous draws paid by Landlord and in a form approved by Landlord (the foregoing being collectively referred to herein as an “Disbursement Date”) such payment shall have been or be made (each such payment, a “DisbursementInterim Application for Payment”). Prior to 1:00 p.m.As between Landlord and Tenant, California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower Tenant’s submission of the Disbursement Date, the Borrower will reimburse the Lender an Application for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it Payment shall be deemed Tenant’s acceptance and approval of the portion of the Tenant Improvements furnished and/or the materials supplied as set forth in Tenant’s payment request. Subject to the terms of this Work Letter, on or before the 30th day of the calendar month in which the Application was received, Landlord shall deliver a check to Tenant in reimbursement of the lesser of (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the obligor “Retainage”) and (B) the balance of any remaining available portion of the Construction Allowance (not including the Retainage), provided that Landlord does not dispute any request for purposes payment based on non-compliance of each such Letter of Credit issued pursuant hereto (whether any Tenant Improvements with the account party on such Letter of Credit is the Borrower Finals CDs, or a Subsidiary). In the event the Borrower fails due to so reimburse the Lender any substandard work, or for any Lender Disbursement, the Lender other reasonable reason. Landlord’s payment of any Application for Payment shall not be deemed to have made, without further notice to Landlord’s approval or acceptance of the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, work furnished or materials supplied as set forth in the principal amount equal to the amount drawn under such Letter Tenant’s Application of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablePayment.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.11:00 a.m., California Central time, on the first Disbursement Date (1st) or 11:00 a.m., Central time, on the Business Day following the Lender giving written notice to Disbursement Date if the Borrower of shall have received such notice after 10:00 a.m. on the Disbursement Date), the Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank under or in connection with such issuing bank’s honor respect of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the applicable Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in the principal amount equal to the amount drawn under or if such Letter of CreditIssuer must for any reason return or disgorge such reimbursement, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date Lenders shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are ABR Loans as provided in Section 2.1 (the Borrower being deemed to have given a timely Borrowing Notice therefor for such amount); provided, however, for the purpose of determining the availability of the Revolving Loan Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be immediately due and payabledeemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the Borrower’s Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to the interest rate applicable to ABR Loans, plus a margin of two percent (2%) per annum, payable on demand.

Disbursements. The Lender Issuer will notify the Borrower, Borrower promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”"DISBURSEMENT DATE") such payment shall be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the Issuer shall not have been any responsibility to obtain any document (other than to obtain and review any sight draft and certificates expressly required by the Letter of Credit) or be made (each to ascertain or inquire as to the validity or accuracy of any such payment, a “Disbursement”)document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., California 12:00 noon (New York time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the preceding sentence, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the Weighted Average Term Debt lesser of (i) the Highest Lawful Rate for or (ii) the period from Alternate Reference Rate, plus the Disbursement Date through the date Applicable Margin, plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit3% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if the principal amount equal Issuer must for any reason return or disgorge such reimbursement, the Lender shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans as provided in SECTION 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); PROVIDED, andHOWEVER, for this purposethe purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. (a) The Lender will notify funds on deposit in the BorrowerProject Fund shall be disbursed to, promptly upon or on behalf of, Developer to pay Project Costs. To obtain a disbursement from the Lender receiving knowledge thereofProject Fund, Developer shall deliver a Disbursement Request to City. Upon approval of such Disbursement Request, City shall submit Disbursement Instructions (which shall include the Disbursement Request submitted by Developer to City, as contemplated by the form Disbursement Instructions attached hereto as Exhibit C) to the Payment Rights Purchaser. Upon receipt of the presentment for payment of any Letter of Creditforegoing from City, together with notice of the date (Payment Rights Purchaser shall disburse funds in the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of amount specified in the Disbursement DateInstructions, which funds shall be used to pay Project Costs; provided that the Payment Rights Purchaser shall not be obligated to make disbursements from the Project Fund more frequently than once per month. For purposes of clarity, the Borrower will reimburse Payment Rights Purchaser shall disburse funds only: (i) when it has received a Disbursement Request and Disbursement Instructions; and (ii) in the Lender for all amounts which amount specified in the Lender has Disbursement Instructions. So long as funds are disbursed to reimburse in accordance with the issuing bank terms and conditions of this subsection, the Payment Rights Purchaser shall not be liable in connection with any dispute regarding the amount of the funds disbursed. (b) Upon completion of the Project in accordance with the BOT Agreement such issuing bank’s honor that no further disbursements from the Project Fund will be needed in connection with the construction of a draw under such Letter of Creditthe Project, together with interest thereon at a rate per annum equal Developer will provide the Completion Affidavit to the Weighted Average Term Debt Rate for Payment Rights Purchaser. (c) After receipt of the period from Completion Affidavit, any funds remaining in the Disbursement Date through Project Fund shall be applied by the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything Payment Rights Purchaser to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto next due Installment Payments. (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice d) Except to the Borrowerextent set forth in this section, a Revolving Loan (notwithstanding neither City nor the Payment Rights Purchaser shall have any responsibility for ensuring that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, funds on deposit in the principal amount equal to Project Fund are used in the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableproper manner.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “"Disbursement Date”") such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment (the "Disbursement") to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m., California 11:30 a.m. (U.S. Central time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the applicable Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Lenders (including such Issuer) shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are Base Rate Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the conditions precedent in Article V or any other Borrower requirements hereunder Borrower's Reimbursement Obligation shall not apply. Any Revolving Loan deemed accrue interest at a fluctuating rate determined by reference to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableLIBO Rate, plus a margin of 2% per annum, payable on demand.

Disbursements. The Lender Each Issuer will notify the Borrower, applicable Revolving Credit Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Revolving Credit Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been be made. Subject to the terms and provisions of such Revolving Credit Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Revolving Credit Letter of Credit. Prior to 1:00 p.m.12:00 noon, California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Revolving Credit Borrowers will be obligated, on a joint and several basis, to reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Revolving Credit Letter of Credit. To the extent the applicable Issuer is not reimbursed in full in accordance with the third sentence of this Section, together with the Revolving Credit Borrowers' Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal determined by reference to the Weighted Average Term Debt Alternate Base Rate plus the Applicable Revolving Loan Margin for the period from the Disbursement Date through the date Base Rate Loans plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit5.0% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that applicable Issuer is not reimbursed by the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from Credit Borrowers on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Revolving Credit Lenders (including such Issuer) shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Credit Loans which are Base Rate Loans as provided in Section 2.1.2 (the Revolving Credit Borrowers being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of determining the availability of the Revolving I Credit Commitments to make Revolving I Credit Loans immediately prior to giving effect to the application of the proceeds of such Revolving Credit Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent for the account of the applicable Issuer, for all amounts which the Lender that such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (reimbursement; provided that the Borrower may, subject to the conditions to set forth herein, request in accordance with Section 2.3 that such payment be financed with a “Lender Disbursement”)Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Upon the occurrence of an Event of Default, Lender will notify shall have the right, but not the obligation, to disburse and directly apply the proceeds of any Subsequent Advance to the satisfaction of any of Borrower's obligations hereunder, promptly upon the and any Subsequent Advance by Lender receiving knowledge thereof, for such purpose shall be considered part of the presentment Loan and shall be secured by the Security Documents. Borrower hereby authorizes Lender to hold, use, disburse and apply the Loan for payment of costs and expenses incident to the Loan, any Letter Pledged Intervals or any Resort, and the payment or performance of Creditany obligation of Borrower hereunder. Borrower hereby assigns, together with notice pledges and grants a security interest in the proceeds of the date Loan to Lender for such purposes. Upon the occurrence of an Event of Default, (a) Lender may advance and incur such reasonable expenses as Lender deems necessary to preserve the “Disbursement Date”Pledged Interval or any Resort, and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Security Documents, and shall be payable to Lender on demand, and (b) such payment Lender may disburse any portion of any Subsequent Advance at any time, and from time to time, to persons other than Borrower for the purposes specified in this Section 6.5 irrespective of the provisions of Section 2.1 hereof, and the amount of Subsequent Advances to which Borrower would thereafter otherwise be entitled shall be correspondingly reduced. In addition to the foregoing, and whether or not an Event of Default has occurred hereunder, Lender, whether or not requested to do so by Borrower shall have been or be made (each such paymentthe right, a “Disbursement”). Prior but not the obligation, to 1:00 p.m., California time, on disburse and directly apply the first (1st) Business Day following the Lender giving written notice proceeds of any Subsequent Advance to the Borrower payment of (a) the costs and fees of the Disbursement Date, the Borrower will reimburse the Lender for Escrow Agent (if applicable); and (b) all amounts which the Lender has disbursed reasonable fees and expenses of internal and external counsel to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableLender.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.11:00 a.m. (New York City, California New York time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal except to the Weighted Average Term Debt Rate for extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the period from Issuer or the Disbursement Date through Lenders by the date applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated SPC to reimburse the Lender upon each Lender Disbursement Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")). To the extent the Issuer is not reimbursed in full in respect of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is any Reimbursement Obligation payable by the Borrower or in accordance with the immediately preceding sentence, such Reimbursement Obligation shall accrue interest at a Subsidiary)fluctuating rate determined by reference to the Alternate Base Rate, plus a margin of 2.0% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrower fails to so reimburse on the Lender Disbursement Date for any Lender DisbursementReimbursement Obligation in respect of any General Letter of Credit due and owing on such Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender Lenders (including the Issuer) shall, on the terms and subject to the conditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 2.3 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender Issuer will notify the Borrower, applicable Borrower and the Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.10:00 A.M., California New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the applicable Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the third sentence of this Section, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a rate per annum equal to (i) during the Weighted Average Term Debt Rate for the period from three days following the Disbursement Date through at the date Prime Rate and (ii) thereafter at the Prime Rate plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit2% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by the applicable Borrower fails to so reimburse on the Lender Disbursement Date (other than upon a deemed Disbursement under Section 4.7 when an actual Disbursement has not been made), or if the Issuer must for any Lender Disbursementreason return or disgorge such reimbursement, the Lender Lenders (including the Issuer) shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making Revolving Loans which shall be Prime Rate Loans (the applicable Borrower being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender will notify Escrow Agent is directed to and shall distribute the Borrower, promptly upon Escrow Property in the Lender receiving knowledge thereof, of following manner: (a) If the presentment for payment of any Letter of Credit, together with notice of Escrow Agent shall have received a certificate from the date Issuer in the form attached hereto as Exhibit B-1 (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “DisbursementAnticipated Consummation Release Certificate”). Prior , executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to 1:00 p.m.this Agreement, California timethen the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the first following Business Day), which requested disbursement date shall be no later than December 30, 2013 (1stthe “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Anticipated Consummation Release Certificate if the Escrow Agent receives the Anticipated Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day following if the Lender giving written notice Escrow Agent receives the Anticipated Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Anticipated Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Borrower Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Anticipated Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the Disbursement Dateauthorized signatories listed on Exhibit E-1 to this Agreement, then the Borrower will reimburse Escrow Agent shall liquidate and transfer to the Lender for Paying Agent all amounts Escrow Property in accordance with the instructions and on the date requested therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Lender has disbursed to reimburse Escrow Agent receives the issuing bank Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal writing to the Weighted Average Term Debt Rate for Issuer and the period Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Disbursement Date through Issuer (each of which are hereby waived by the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V Issuer) or any other Borrower requirements hereunder person to the contrary, the Escrow Agent shall not applyliquidate and transfer to the Paying Agent all Escrow Property on January 3, 2014. Any Revolving Loan deemed The Escrow Agent shall confirm in writing to be made pursuant to the Trustee and the Issuer that the Escrow Property has been released by it in accordance with this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable2.3(c).

Disbursements. The Lender Each Issuer will notify the Borrower, Revolving Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”a "DISBURSEMENT DATE") such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.10:00 a.m., California San Francisco time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Revolving Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed or is required to reimburse disburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of CreditCredit on such date. To the extent the applicable Issuer is not reimbursed in full in accordance with the THIRD SENTENCE of this Section, together with the Revolving Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the Weighted Average Term Debt Alternate Base Rate for through and including the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from first Business Day after the Disbursement Date, in the principal amount and thereafter at a fluctuating rate equal to the amount drawn under such Letter Alternate Base Rate plus a margin of Credit2.0% PER ANNUM, andin each case, payable on demand. The Revolving Borrower may borrow Revolving Loans hereunder in order to pay any Reimbursement Obligation, subject to the terms and conditions hereof (except for the minimum amounts for Borrowings set forth in SECTION 2.3) including satisfaction of the conditions set forth in SECTION 6.2, PROVIDED, HOWEVER, for this purposethe purpose of determining the availability of the Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender will notify (a) Three business days prior to the Borrowerdue date of any of the first six scheduled interest payments on the Notes, promptly upon the Lender receiving knowledge thereofPledgor may, pursuant to written instructions given by the Pledgor to the Trustee (an "Issuer Order"), direct the Trustee to release from the Pledged Account and pay to the Holders of the Notes proceeds to provide for payment, in whole or in part, of such interest then due on the presentment Notes. Upon receipt of an Issuer Order, the Trustee will (i) issue a Payment Order (as defined in the Control Agreement) to the Account Holder for payment the release from the Pledged Account of any Letter of Credit, together such funds to the Trustee in accordance with notice such Issuer Order and (ii) pay such funds to the Holders of the date (Notes in accordance with the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on Indenture and the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)Notes. In the event that the Borrower fails funds released from the Pledged Account on any interest payment date are not sufficient to so reimburse pay in full the Lender interest due on the Notes on such interest payment date (a "Shortfall"), nothing in this Section 5 shall relieve the Pledgor of its obligations under the Notes and the Indenture to pay such Shortfall to the Holders of the Notes on such interest payment date; provided, however, that no such Shortfall shall be paid from proceeds of the Collateral unless such proceeds constitute a Surplus (as defined below). Furthermore, nothing in this Pledge Agreement shall relieve the Pledgor of its obligations under the Notes and the Indenture to pay Liquidated Damages, if any. In the event that the funds available for release from the Pledged Account on any Lender Disbursementinterest payment date exceed the interest due on the Notes on such interest payment date (a "Surplus"), such Surplus shall be retained in the Pledged Account and may be applied to the next Shortfall(s), if any. Nothing in this Section 5 shall affect the Trustee's rights to apply the Collateral to the payments of amounts due on the Notes upon acceleration thereof. (b) If the Pledgor makes any of the first six scheduled interest payments on the Notes or portion of such an interest payment from a source of funds other than the Pledged Account ("Pledgor Funds"), the Lender shall be deemed Pledgor may, after payment in full of such interest payment, direct the Trustee pursuant to have made, without further notice an Issuer Order to issue a Payment Order (as defined in the Control Agreement) to the Borrower, a Revolving Loan Account Holder for the release to the Pledgor or to another party at the direction of the Pledgor (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue "Pledgor's Designee") proceeds from the Disbursement Date, Pledged Account in the principal an amount less than or equal to the amount drawn under of Pledgor Funds applied to such Letter interest payment; provided, however, that the foregoing shall not apply in the event that such payment of Credit, and, Pledgor Funds is made in order to compensate for this purposeany Shortfall. Upon receipt by the Trustee of such Issuer Order and provided the Trustee has received such interest payment, the conditions precedent Trustee shall direct the Account Holder pursuant to a Payment Order to pay over to the Pledgor or the Pledgor's Designee, as the case may be, the requested amount from proceeds in Article V or any other Borrower requirements hereunder the Pledged Account as soon as practicable. (c) At least three Business Days prior to the due date of each of the first six scheduled interest payments on the Notes, the Pledgor shall not apply. Any Revolving Loan deemed give the Trustee notice (by Issuer Order) as to whether such interest payment will be made pursuant to Section 5(a) or 5(b) above and the respective amounts of interest that will be paid from the Pledged Account and from Pledgor Funds. Any Pledgor Funds to be used to make any interest payment shall be delivered to the Trustee, in immediately available funds, prior to 10:00 a.m. (New York City time) on such interest payment date. If no such notice is given or such Pledgor Funds have not been so delivered, the Trustee will act pursuant to Section 5(a) above as if it had received an Issuer Order pursuant thereto for the payment of the interest then due from the Pledged Account. (d) The Trustee shall instruct the Account Holder to liquidate Collateral in the Pledged Account (pursuant to written instructions from the Pledgor) in order to make any of the scheduled payments of interest on the Notes, unless there are sufficient funds in the Pledged Account on such interest payment date. The Trustee shall be entitled to instruct the Account Holder to sell any Collateral as contemplated hereunder prior to the maturity of such Collateral and shall not be responsible for any costs and expenses of such sale. (e) Nothing contained in this Section 2.6(bPledge Agreement shall (i) afford the Pledgor any right to issue entitlement orders with respect to any of the Pledged Security Entitlements or any securities account in which any such security entitlement may be carried, or otherwise afford the Pledgor control of any Pledged Security Entitlement or (ii) otherwise give rise to any rights of the Pledgor with respect to the Pledged Financial Assets or any securities account in which any such security entitlement may be carried, other than the Pledgor's rights under this Pledge Agreement as the beneficial owner of collateral pledged to and subject to the exclusive control (except as expressly provided in Sections 5(a) and advanced after (b) hereof prior to an Event of Default) of the Revolving Loan Maturity Date shall be immediately due Trustee in its capacity as such (and payablenot as a securities intermediary) before the payment in full, when due, of the first six scheduled interest payments on the Notes. The Pledgor acknowledges, confirms and agrees that the Trustee is an entitlement holder of the Pledged Security Entitlements solely as Trustee for the Holders of the Notes and not as a securities intermediary.

Disbursements. The Lender An Issuer will notify the Borrower, Parent Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Not later than 1:00 p.m.p.m. on (i) a Disbursement Date, California timeif the Parent Borrower shall have received notice of such Disbursement prior to 10:00 a.m. on such Disbursement Date, on or (ii) the first (1st) Business Day immediately following the Lender giving written a Disbursement Date, if such notice to the Borrower of the is received after 10:00 a.m. on such Disbursement Date, the Parent Borrower will reimburse such Issuer directly in full for such Disbursement. Each such reimbursement shall be made in immediately available funds together (in the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor case of a draw under reimbursement made on such Letter of Creditimmediately following Business Day, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement, provided that if such reimbursement (a “Lender Disbursement”)is not made when due pursuant to this Section 2.6.2, then the interest rates set forth in Section 3.2.2 shall apply. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Parent Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Parent Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the Parent Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed have reimbursed such amount in full to be made such Issuer pursuant to this Section 2.6(b2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and advanced after unconditionally pay in same day funds to the Administrative Agent for the account of such Issuer the amount of such Revolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative Agent, and the Administrative Agent so notifies the Revolving Loan Maturity Date Lenders prior to 2:00 p.m., on any Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2:00 p.m. on the day of receipt, payment shall be made on the immediately due following Business Day). If and payableto the extent such Revolving Loan Lender shall not have so made its Revolving Loan Percentage of the amount of such payment available to the applicable Issuer, such Revolving Loan Lender agrees to pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuer, at the Federal Funds Rate.

Disbursements. The Lender will notify (a) Except as provided in the Borrower, promptly upon the Lender receiving knowledge thereof, Indenture in case of acceleration of maturity of the presentment for payment Bonds, the Trustee shall disburse the money in the Construction Fund in accordance with this Section. (b) The Trustee shall disburse (or transfer to the Bond Fund) amounts in the Construction Fund to pay Project Costs with respect to the Project or Issuance Costs upon receipt of any Letter a Disbursement Request in substantially the form of CreditExhibit B to the Indenture signed by an Authorized Company Representative stating: (i) the requisition number, together with notice amount to be paid, the name of the date (the “Disbursement Date”) such Person to whom payment shall have been or is to be made and a Project Costs description; (each ii) that there has been expended, or is being expended concurrently with the delivery of such paymentcertificate (or in the case of interest which the Trustee is directed to transfer to the Bond Fund after the Completion Date, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day will be expended within one year following the Lender giving written notice to the Borrower of the Disbursement Completion Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal an amount on account of Project Costs or Issuance Costs at least equal to the amount drawn set forth in such certificate; (iii) that no other certificate in respect of such expenditure is being or previously has been delivered to the Trustee; (iv) that at least 95% of the total of all amounts previously disbursed plus the amount requested by such certificate to be disbursed from the Construction Fund have been and will be used to pay Qualifying Costs of the Project; and (v) the sum of the amount of such requisition in respect of Issuance Costs, if any, plus amounts previously paid for Issuance Costs, does not exceed 2% of the amount of the Sale Proceeds. (c) Concurrently with the delivery of the certificate required under such Letter Section 3.7 of Credit, and, for this purposeAgreement, the conditions precedent Company shall direct the Trustee in Article V or writing to transfer any amounts then on deposit in the Construction Fund (other Borrower requirements hereunder shall than the retainage described in clause (iii) of Section 3.7 if the Final Payment Date has not apply. Any Revolving Loan deemed occurred) to the Bond Fund to be made used (i) to redeem Bonds pursuant to this Section 2.6(bArticle X of the Indenture on the first date the Bonds are subject to redemption at a price of par plus accrued interest or (ii) and advanced after to purchase Bonds on the Revolving Loan Maturity Date shall be immediately due and payableopen market for cancellation.

Disbursements. The Lender will notify the Borrowera. At least one (1) Business Day (by 11:00 a.m. Columbus, promptly upon the Lender receiving knowledge thereof, Ohio time) prior to each date a disbursement of the presentment Revolving Facility is to be made hereunder pursuant to this Agreement (or at least three (3) LIBOR Business Days [by 11:00 a.m. Columbus, Ohio time] for payment of any Letter of Creditdisbursements to be made at the Adjusted LIBOR Rate), together with notice the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Columbus, Ohio time) on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower of a corresponding amount. If such corresponding amount is not in fact made available to the Disbursement Agent by such Lender on or prior to the respective Funding Date, the such Lender agrees to pay and Borrower will reimburse the Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a rate per annum equal disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. b. Requests by the Agent for funding by the Lenders of disbursements of the Revolving Facility will be made by facsimile. Each Lender shall make its Advance available to the Weighted Average Term Debt Rate for Agent in dollars and in immediately available funds to such Lender and account as the period from Agent may designate, not later than 11:00 a.m. (Columbus, Ohio time) on the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)Funding Date. Without limiting Nothing in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it this Section 11.04 shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for relieve any Lender Disbursementof its obligation hereunder to make any Advance on any Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Advance hereunder, and the Commitment of any Lender shall not be deemed increased or decreased as a result of the failure by any other Lender to have made, without further notice perform its obligation to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from make any Advances hereunder. c. As soon as practical Agent will promptly forward to each Lender copies of the Disbursement Date, Request documents described in Section 5.01 hereof. Delivery of the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder Disbursement Request documents shall not apply. Any Revolving Loan deemed be a condition to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablefunding any Advance.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, Subject to compliance by Developer with all of the presentment terms and conditions of this Agreement, the funds deposited into the Special Fund from Tax Allocation Increment will be available for payment disbursement to Developer for reimbursement of any Letter of Creditapproved expenditures in connection with the TAD Project, together with notice of and more specifically for the date (redevelopment activities approved by resolution by the “Disbursement Date”) Governing Body, at such payment shall have been or be made times and in such amounts as determined (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on ) in accordance with the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it procedures: A. Developer shall be obligated reimbursed for Reimbursable Costs in a total amount not to reimburse exceed $1,986,411 for uses as set forth in Exhibit C (“the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passedReimbursable Costs”), and interest all such construction shall accrue be done in accordance with the Plans. i. Not more than sixty (60) days after the date on which Developer receives a Certificate of Occupancy for the Project, Developer will submit a Requisition to the City. The Requisition will include: (i) the TAD Project Budget and the itemized schedule of values prepared by the General Contractor or Developer of the total of Reimbursable Costs, which are those costs associated with the approved TAD activities of the TAD Project per Resolution BR-2022-03, for which amounts in the Special Fund are requested; (ii) all costs incurred for construction and non-construction expenses for the Reimbursable Costs. The accuracy of the cost breakdown in the Requisition must be certified by Developer and the General Contractor. ii. The Requisition must be accompanied by evidence in form and content reasonably satisfactory to the City showing: (a) Paid invoices, bills or statements for approved Reimbursable Costs per Resolution BR-2022-03; (b) If the Requisition includes amounts paid to any contractor, a contractor’s application for payment showing the amount paid with respect to each such line item and copies of all bills or statements and canceled checks for expenses incurred for which the Disbursement is requested and a copy of a satisfactory “Interim Waiver and Release upon Payment” pursuant to 0.C.G.A. § ▇▇-▇▇-▇▇▇ from the Disbursement Date, General Contractor which received payment from the proceeds of the immediately preceding Requisition; (c) That all construction has been conducted substantially in accordance with the Plans (and all changes thereto approved by the City or otherwise permitted pursuant to the terms hereof) and issuance of a final Certificate of Occupancy or Certificate of Completion; and (d) That there are no liens outstanding against the TAD Project except for those set forth in the principal amount equal to the amount drawn under such Letter of CreditTitle Policy, and, other than (A) inchoate liens for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall property taxes not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately yet due and payable, (B) liens being contested in accordance with the terms and conditions set forth in applicable law, and (C) loans for the construction of the TAD Project. B. After receipt and approval of a Requisition from Developer, City will reimburse Developer for Reimbursable Costs as follows: 1. Reimbursement of the Reimbursable Costs will begin the calendar year after a Certificate of Occupancy is obtained for the Project. 2. Reimbursement of the Reimbursable Costs will be made once per year on an annual basis, not to exceed fifteen (15) calendar years, which period shall commence upon the first calendar year in which any reimbursement is paid to the Developer. 3. The annual reimbursement will be limited to the Tax Allocation Increment generated in the Special Fund by the Developer Project for the calendar year in which the annual reimbursement is to occur. 4. Reimbursement for the annual Tax Allocation Increment generated in the Special Fund by the Developer Project will occur within thirty (30) days after receipt by City of the animal property tax payments for Bourbon Brothers, which reimbursement is estimated to be prior to December 31” of the year in which the annual property tax payment is made. 5. Reimbursement shall not be made: (1) in an amount exceeding the total of the Tax Allocation Increment generated in the Special Fund by the Developer Project for a period in excess of 15 consecutive calendar years; or (2) in an amount exceeding the total reimbursement of $1,986,411; whichever occurs first. In no event shall reimbursement of any Reimbursable Costs be made after December 31, 2039. C. Developer hereby consents to the utilization of $250,0000 Tax Allocation Increment generated by the construction and completion of Bourbon Brothers to be reimbursed to the City for the City’s costs in completing the Park Project as described in Article II above.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by it, together with notice of the date (the “a "Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). Unless otherwise agreed by the applicable Issuer and the Borrower, drawings under any Letter of Credit issued under Section 4.1 shall be made on sight. Subject to the terms and provisions of such Letter of Credit, each Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 2:00 p.m., California New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender each Issuer in Dollars for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to . To the Weighted Average Term Debt Rate for the period from the Disbursement Date through extent an Issuer is not reimbursed in full on the date of such reimbursement (payment is made under a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges Borrower's Reimbursement Obligation shall accrue interest at the Alternate Base Rate plus the Applicable Margin for two Business Days and agrees that it shall be obligated to reimburse thereafter at the Lender upon each Lender Disbursement of a Letter of CreditPost-Maturity Rate described in Section 3.1.1, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand, until reimbursed in full. In the event an Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for on any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in or if an Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Lenders (including such Issuer) shall fund the Reimbursement Obligation therefor by making, on the next Business Day, advances ("L/C Advances") that are payable on demand and shall be Obligations hereunder, bearing interest by reference to the amount drawn under Base Rate (except that such Letter L/C Advances shall be made upon demand by the Agent rather than upon notice by the Borrower and shall be made, notwithstanding anything in this Agreement to the contrary, without regard to the satisfaction of Credit, and, for this purpose, the conditions precedent to the extension of credit set forth in Article V VI of this Agreement and notwithstanding any termination of the Commitments). Each Lender's obligation to make L/C Advances in the amount of its Percentage of any unreimbursed amounts outstanding under a Letter of Credit pursuant hereto is several, and not joint or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) joint and advanced after the Revolving Loan Maturity Date shall be immediately due and payableseveral.

Disbursements. The Lender will notify (a) Tenant shall be entitled to disbursements from Landlord from time to time from the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment Tenant Improvement Allowance for payment of any Letter actual costs incurred by Tenant for the Tenant Improvements. Tenant shall provide written notice to Landlord at least thirty (30) days prior to the requested date of Crediteach such disbursement, together with which notice shall include a certified statement by the Architect, the general contractor and Tenant indicating the proposed date of such disbursement, the proposed amount of such disbursement and a list of the date contractors, subcontractors and suppliers and the amounts to be paid to such persons from such disbursement, and a line-item description of the work and supplies which have been furnished and completed by such persons for such disbursement. Such certified statement shall be in the form of an Application for Payment (AIA Forms G702 and G703) and shall contain such additional information as may be reasonably required by Landlord. Landlord shall be entitled to make all or part of any disbursement directly to the “Disbursement Date”respective contractors, subcontractors and suppliers. Such disbursement shall be made within thirty (30) days of receipt of Tenant’s disbursement request and back-up, provided Tenant has satisfied all other requirements for such payment disbursement. (b) As a condition precedent to each disbursement, there shall have been no Default then existing by Tenant under the Lease and there shall have been no mechanic’s lien recorded or be asserted against Tenant or the Demised Premises with respect to the Tenant Improvements, which has not been bonded or otherwise discharged or for which Landlord has not been provided security. As a condition precedent to each disbursement, Tenant shall furnish to Landlord, at least seven (7) days prior to such disbursement, mechanic’s lien waivers from the contractors, subcontractors and suppliers as to the payment, work and supplies relating to such disbursements made (each hereunder, conditioned upon receipt of such payment, in a “Disbursement”form and substance reasonably satisfactory to Landlord. (c) Upon full satisfaction by Tenant of all conditions required under this Work Letter for each disbursement and approval thereof by Landlord, Landlord shall pay to Tenant ninety percent (90%) of the amount of the completed Tenant Improvements for such disbursement and the remaining balance thereof shall be held by Landlord until the Final Disbursement (as herein defined). Prior to 1:00 p.m., California time, on Tenant shall be responsible for any amounts owed for the first (1st) Business Day following the Lender giving written notice to the Borrower Tenant Improvements in excess of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableTenant Improvement Allowance.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse pay to the Lender Administrative Agent for the account of the applicable Issuer, all amounts which the Lender that such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a SubsidiarySubsidiary Guarantor). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. (a) The Lender will notify amounts in the Borrower, promptly upon Merger Account from time to time shall be released and disbursed by the Lender receiving knowledge thereof, Paying Agent in the manner and under the circumstances hereinafter specified: (i) At any time following receipt of the presentment for payment of any Letter of CreditMerger Deposit, together with notice the Paying Agent shall pay or cause to be paid to each Shareholder from whom it has received a properly executed Merger Payment Statement the portion of the date Merger Deposit payable to such Shareholder as set forth in Schedule A. (ii) In no event shall the “Disbursement Date”Paying Agent disburse any amount of the Merger Deposit allocable to a Shareholder until it receives from such Shareholder a Merger Payment Statement duly signed and otherwise in proper form. (iii) such Any payment shall have been or to be made to a Shareholder by the Paying Agent out of the Merger Fund shall be made as instructed by such Shareholder in such Shareholder's Merger Payment Statement. 105 (each such paymentiv) At any time after one year from the date hereof, a “Disbursement”). Prior to 1:00 p.m.Brig▇▇, California time, on the first (1st) Business Day following the Lender giving written ▇▇ notice to the Borrower Paying Agent, may require the Paying Agent to pay the remaining portion of the Disbursement DateMerger Fund to GPP as provided in Section 2.5(c) of the Merger Agreement. (b) The amounts in the Earnout Account from time to time shall be released and disbursed by the Paying Agent in the manner and under the circumstances hereinafter specified: (i) Following calculation of the Earnout, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal Representative shall deliver to the Weighted Average Term Debt Rate for Paying Agent a notice (the period "Earnout Notice") which sets forth the name of each Shareholder and the portion of the Earnout Deposit payable to each Shareholder. Following receipt of the Earnout Notice and the Earnout Deposit, and provided the Paying Agent has received a properly executed Merger Payment Statement from a Shareholder, the Disbursement Date through Paying Agent shall disburse to such Shareholder the amount set forth in the Earnout Notice. (ii) Any payment to be made to a Shareholder by the Paying Agent out of the Earnout Fund shall be made as instructed by such Shareholder in such Shareholder's Merger Payment Statement. (iii) At any time after one year from the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way receipt of the foregoing and notwithstanding anything to Earnout Deposit by the contrary contained herein or in any separate application for any Letter of CreditPaying Agent, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of CreditBrig▇▇, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further ▇▇ notice to the BorrowerPaying Agent, a Revolving Loan may require the Paying Agent to pay the remaining portion of the Earnout Fund to GPP as provided in Section 2.5(c) of the Merger Agreement. (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, c) The amounts in the principal amount equal Option Account shall be released and disbursed by the Paying Agent in the manner and under the circumstances set forth herein. Following the calculation of the aggregate Option Payments, the Representative shall deliver to the amount drawn under such Letter Paying Agent a notice (the "Option Notice") which sets forth the name and address of Credit, and, for this purposeeach Option Holder and the portion of the Option Deposit payable to each Option Holder. Following receipt of the Option Deposit, the conditions precedent Paying Agent shall disburse to such Shareholder the amount set forth in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableOption Notice.

Disbursements. (a) The Lender Issuer will notify the Borrower, the Administrative Agent and the Primary DIP Facility Agent in writing promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been or be made (each such payment, a “Disbursement”)made. Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Subject to the Borrower terms and provisions of the Disbursement Datesuch Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. (b) The Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed under such Letter of Credit on the Reimbursement Date relating to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date ; provided that (i) if such Letter of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Credit is an Enhancement Letter of Credit, the Borrower hereby acknowledges may not make such reimbursement if at the time of such reimbursement, any event which constitutes (or, upon the passage of time and/or the giving of notice, would constitute) a Liquidation Event of Default, Limited Liquidation Event of Default or Amortization Event (in each case as defined in the Base Indenture or the Series Supplement to which such Enhancement Letter of Credit relates) has occurred and agrees is continuing with respect to the Notes (as defined in the Base Indenture) to which such Series Supplement relates as a result of the event or condition that it caused such draw, which event has not been waived in accordance with the terms of the Base Indenture and such Series Supplement; provided further, that the Borrower may, following the occurrence of an event described above in this clause (i), make such reimbursement (which reimbursement shall be obligated made prior to reimburse the Lender upon each Lender Disbursement Reimbursement Date relating to such Enhancement Letter of Credit if the following conditions are satisfied prior to such date) only if (1) the related Liquidation Event of Default, Limited Liquidation Event of Default or Amortization Event has been waived as described in this clause (i) (and no other event as described above in this clause (i) shall have occurred and is continuing) and (2) simultaneously with, and as a condition to, such reimbursement of the amount drawn under such Enhancement Letter of Credit, and it shall be deemed to be the obligor for purposes of each Issuer reinstates such Enhancement Letter of Credit issued pursuant hereto such that the Stated Amount of such Enhancement Letter of Credit (whether after giving effect to such reinstatement) is not less than the account party on Stated Amount of such Enhancement Letter of Credit as in effect immediately prior to such draw; and (ii) if such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Replacement General Letter of Credit, andthe Borrower shall make such reimbursement prior to the Reimbursement Date relating to such Replacement General Letter of Credit with the amounts that were funded from such draw and thereafter returned and deposited into an account established by the Administrative Agent for such purpose if such return is due solely to (A) the payment and performance in full of the underlying contract, agreement or obligations supported by such Replacement General Letter of Credit and the expiration or other termination of any and all underlying obligations, or (B) the issuance of a Replacement General Letter of Credit in exchange for this purposethe amount reimbursed under such drawn Replacement General Letter of Credit. (c) Until the Issuer is reimbursed in full in respect of any Reimbursement Obligation payable by the Borrower, such Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date Alternate Base Rate plus a margin of 4.5% per annum, which accrued interest shall be immediately due payable on the date that such Reimbursement Obligation is paid in full and payableon each Payment Date occurring during the period commencing on the date that such Reimbursement Obligation arose and ending on the date that such Reimbursement Obligation is paid in full.

Disbursements. The Lender will notify (a) If the BorrowerEscrow Agent shall have received a notice (a “Claim Notice”) in the form of Exhibit A-1 to this Escrow Agreement, promptly upon the Lender receiving knowledge thereof, Escrow Agent shall send a copy of the presentment for payment of any Letter of Credit, together with Claim Notice to the Company. (b) If the Company does not deliver a notice of the date (the “Disbursement DateDispute Notice”) such payment shall have been or be made in the form of Exhibit A-2 to this Escrow Agreement, within thirty (each such payment, 30) days from the date the Escrow Agent sent a “Disbursement”). Prior to 1:00 p.m., California time, on copy of the first (1st) Business Day following the Lender giving written notice Claim Notice to the Borrower Company, the Escrow Agent shall disburse in accordance with instructions from the Representatives the amount set forth in the Claim Notice. (c) If the Dispute Notice states that the Company disputes the claim set forth in the Claim Notice in whole or in part, the Escrow Agent shall disburse in accordance with instructions from the Representative any amount which is not in dispute and shall retain the balance of the Disbursement Date, amount claimed in the Borrower will reimburse Claim and shall not make any further disbursement of the Lender for all amounts which amount in dispute until it received written instructions signed by the Lender has disbursed Company and the Representatives. (d) If the Escrow Agent shall receive notice (the “Final Notice”) in the form of Exhibit A-3 to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period this Agreement from the Disbursement Date through Company at any time after [ , 2022], which is twelve months from the date of such reimbursement (this Escrow Agreement, the Escrow Agent shall disburse to the Company the amount held in the Escrow Account in excess of the amount in dispute pursuant to Section 1.3(c), which retained amount shall not be disbursed until receipt of joint written instructions from the Company and the Representatives, as provided therein. The Claim Notice, the Dispute Notice and the Final Notice are collectively referred to as “Written Directions” and each a “Lender Disbursement”). Without limiting in Written Direction.” WTNA – Form of Escrow Agreement (12/2020) 2 (e) In the event that Escrow Agent makes any way the foregoing payment to any other party pursuant to this Escrow Agreement and notwithstanding anything for any reason such payment (or any portion thereof) is required to be returned to the contrary contained herein Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request the amount so paid to it/ (f) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any separate application for court with respect to the Escrow Property, including without limitation any Letter attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of Creditsuch compliance, regardless of the Borrower hereby acknowledges final disposition of any such judgment, order or process. (g) Each Party understands and agrees that it the Escrow Agent shall be obligated have no obligation or duty to reimburse act upon a Written Direction delivered to the Lender upon Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case of the Company, any individual designated by the Company on Exhibit B-1 hereto or, in the case of the Representatives, any individual designated by the Representatives on Exhibit B-2 hereto (in each Lender Disbursement of a Letter of Creditcase, and it shall be deemed to be the obligor for purposes of each such Letter individual an “Authorized Representative” of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passedParty), and interest (iii) delivered to, and able to be authenticated by, the Escrow Agent in accordance with Section 1.5. (h) Upon request, the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the Escrow Account. (i) A party may specify in a Written Direction whether the Escrow Property shall accrue be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, the Escrow Agent may disburse the Escrow Property by any means chosen by the Escrow Agent. (j) If none of the Escrow Property has been disbursed within 15 months from the Disbursement Datedate hereof, other than with respect to funds the disposition of which is in dispute between the principal amount equal to Company and the amount drawn under such Letter of CreditRepresentative, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date Escrow Agent shall be immediately due and payableentitled, at its sole discretion, to return the Escrow Property to [the Company after which this Escrow Agreement shall terminate in accordance with Section 1.7 below.

Disbursements. The Lender Issuer will notify the Borrower, applicable Borrower or Borrowers and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been or be made (each such payment, a “Disbursement”)made. Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Subject to the Borrower terms and provisions of the Disbursement Datesuch Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. The applicable Borrower or Borrowers will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Issuer or the Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")), on the Disbursement Date, if such Borrower or Borrowers are notified of such disbursement prior to 12:00 noon (New York, New York, time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if such Borrower or Borrowers are not so notified (the "Reimbursement Due Date"). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by such Borrower or Borrowers on the Disbursement Date, such Reimbursement Obligation shall accrue interest thereon from (and including) the Disbursement Date at a fluctuating rate per annum equal to the Weighted Average Term Debt sum of the Alternate Base Rate from time to time in effect, plus the Applicable Margin for ABR Loans from time to time in effect, plus from (and including) the period from the Disbursement Date through the date Reimbursement Due Date, a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit200 basis points, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by such Borrower fails to so reimburse or Borrowers on the Lender Disbursement Date for any Lender DisbursementReimbursement Obligation in respect of any Letter of Credit due and owing on such Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender Lenders (including the Issuer) shall, on the terms and subject to the conditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 2.3 (such Borrower or Borrowers being deemed to have given a timely Borrowing Request therefor for such amount unless, prior to the making of such Loans, such Borrower or Borrowers shall have notified the Administrative Agent, in writing, that such Borrower or Borrowers cannot satisfy the conditions set forth in Article VI (each Borrower hereby agreeing to immediately provide the Administrative Agent with such notice)); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Upon the occurrence of an Event of Default, Lender will notify shall have the right, but not the obligation, to disburse and directly apply the proceeds of any Subsequent Advance to the satisfaction of any of Borrower’s obligations hereunder, promptly upon the and any Subsequent Advance by Lender receiving knowledge thereof, for such purpose shall be considered part of the presentment Loan and shall be secured by the Security Documents. Borrower hereby authorizes Lender to hold, use, disburse and apply the Loan for payment of costs and expenses incident to the Loan, any Letter Pledged Intervals or any Resort, and the payment or performance of Creditany obligation of Borrower hereunder. Borrower hereby assigns, together with notice pledges and grants a security interest in the proceeds of the date Loan to Lender for such purposes. Upon the occurrence of an Event of Default, (a) Lender may advance and incur such reasonable expenses as Lender deems necessary to preserve the “Disbursement Date”Pledged Interval or any Resort, and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Security Documents, and shall be payable to Lender on demand, and (b) such payment Lender may disburse any portion of any Subsequent Advance at any time, and from time to time, to persons other than Borrower for the purposes specified in this Section 6.5 irrespective of the provisions of Section 2.1 hereof, and the amount of Subsequent Advances to which Borrower would thereafter otherwise be entitled shall be correspondingly reduced. In addition to the foregoing, and whether or not an Event of Default has occurred hereunder, Lender, whether or not requested to do so by Borrower shall have been or be made (each such paymentthe right, a “Disbursement”). Prior but not the obligation, to 1:00 p.m., California time, on disburse and directly apply the first (1st) Business Day following the Lender giving written notice proceeds of any Subsequent Advance to the Borrower payment of (a) the costs and fees of the Disbursement Date, the Borrower will reimburse the Lender for Escrow Agent (if applicable); and (b) all amounts which the Lender has disbursed reasonable fees and expenses of internal and external counsel to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableLender.

Disbursements. The At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days [by 11:00 a.m. Cleveland time] for such disbursement to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of any Letter such Lender’s Percentage of Creditsuch disbursement (with respect to such Lender, together with notice of such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Borrower of Agent such Lender’s Advance, the Disbursement Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, the Borrower will reimburse the such Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with pay and Borrowers agree to repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate thereon, for the period each day from the Disbursement Date through date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (A) in the case of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditLender, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of CreditFederal Funds Effective Rate, and it shall be deemed (B) in the case of Borrowers, the interest rate applicable at the time to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party a disbursement made on such Letter of Credit is the Borrower or a Subsidiary)Funding Date. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the If such Lender shall be deemed pay to have madeAgent such corresponding amount, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)such amount so paid shall constitute such Lender’s Advance, and interest if both such Lender and Borrowers shall accrue from the Disbursement Datehave paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablesame day funds.

Disbursements. The Lender All disbursements shall be for obligations incurred, after the effective date, in the performance of this Agreement, and shall be supported by contracts, invoices, vouchers and other data, as appropriate, evidencing the disbursements. DRA will notify the Borrower, promptly upon the Lender receiving knowledge thereof, make disbursements in proportion to DRA’s percentage of the presentment project budget. EIN and DRA Project Numbers: All payment requests must show the nine digit taxpayer identification numbers assigned by the Internal Revenue Service and the project number assigned to this project by DRA. Rebates and Discharges from Liability: Grantee agrees that any refunds, rebates or credits, or other amounts (including interest earned thereon) received by the grantee shall be paid to DRA to the extent that they are properly allocable to costs for payment which the grantee has been reimbursed. Grantee will, when requested, assign such amounts to DRA and execute such releases as may be appropriate to discharge the Authority, its officers and agents from liabilities arising out of this Agreement. Official not to Benefit: No member or delegate to Congress, or resident Commissioner, shall be admitted to any Letter part of Creditthis Agreement, together or any benefit that may arise therefrom; but this provision shall not be construed to extend to this Agreement if made with notice an incorporated entity for its general benefit. Covenant Against Contingent Fees: The grantee warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the grantee for the purpose of securing business. For breach or violation of this warranty the Authority shall have the right to annul this Agreement without liability or in its discretion to deduct from the grant amount or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. Certification Regarding Debarment: Grantee certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency. Fraud: The grantee certifies that it has not within a three year period preceding the submission of the date (the “Disbursement Date”) such payment shall have grant application been convicted of or be made (each such payment, had a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower civil judgment rendered against it for commission of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank fraud or a criminal offense in connection with such issuing bank’s honor obtaining, attempting to obtain, or performing a public, whether it be federal, state, or local, transaction or contract under a public transaction or violated federal or state anti-trust statutes or commission of a draw under such Letter embezzlement, theft, forgery, bribery, falsification or destruction of Creditrecords, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein making false statements, or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablereceiving stolen property.

Disbursements. (a) The Lender will notify Escrowed Property shall be held by the Borrower, promptly upon Escrow Agent for the Lender receiving knowledge thereof, purpose of satisfying the initial $200,000 of the presentment indemnification obligations of the Company, with respect to the Escrow Property, pursuant to Section 2(hh) of the Underwriting Agreement dated [ ], 2023 by and between the Company and the Representative, for payment a period of 12 months after the closing of the Offering. Disbursement of such Escrowed Property upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company and the Representative. If the Company and the Representative are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Representative, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s New York office. (b) In the event that any litigation or proceeding arising out of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank matter in connection with the Offering and the Representative acting in its capacity as the representative of the underwriters (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within 12 months following the Closing Date and in which the Company, the Representative, or the Escrow Property becomes the subject of such issuing banklitigation or proceeding, the Representative and the Company hereby authorize the Escrow Agent, at the Representative’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal written instruction to the Weighted Average Term Debt Rate Escrow Agent if not otherwise so required, to release and deposit the Escrow Property with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Representative in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company and the Representative further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Property with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court. (c) In all instances, if either (i) no claim for indemnity is made by the Representative during the 12-month period from the Disbursement Date through closing of the date Offering or (ii) it is finally determined that the Representative are not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow Property by the conclusion of the 12-month period from the closing of the Offering, the Escrow Agent shall disburse to the Company the full balance of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company. (d) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request the amount so paid to it. (e) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such reimbursement compliance, regardless of the final disposition of any such judgment, order or process. (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges f) Each Party understands and agrees that it the Escrow Agent shall be obligated have no obligation or duty to reimburse act upon a Written Direction delivered to the Lender upon Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Representative, any individual designated by Representative on Exhibit B-2 hereto (in each Lender Disbursement of a Letter of Creditcase, and it shall be deemed to be the obligor for purposes of each such Letter individual an “Authorized Representative” of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passedParty), and interest shall accrue from (iii) delivered to, and able to be authenticated by, the Disbursement DateEscrow Agent in accordance with Section 1.5. (g) Upon request, the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the principal amount equal to Escrow Account. (h) A party may specify in a Written Direction whether the amount drawn under such Letter Escrow Property shall be disbursed by way of Credit, and, wire transfer or check. If the written notice for this purposethe disbursement of funds does not so specify the disbursement means, the conditions precedent in Article V or Escrow Agent may disburse the Escrow Property by any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after means chosen by the Revolving Loan Maturity Date shall be immediately due and payableEscrow Agent.

Disbursements. The Lender will notify (a) Subject to the Borrowerterms and provisions of this Agreement, promptly upon the Lender receiving knowledge thereof, Disbursing Agent shall from time to time make disbursements from the Account to or for the benefit of the presentment for payment of any Letter of Credit, together with notice of the date Borrower (the “Disbursement Date”) such payment shall have been or be made (each such paymenteach, a “Disbursement”). Prior The timing and amount of each Disbursement shall conform generally with an estimated disbursement schedule approved by the Disbursing Agent and the Lender attached hereto as Exhibit A (the “Disbursement Schedule”). The parties acknowledge and agree that such schedule may be revised from time to 1:00 p.m.time by mutual consent of the Lender and the Disbursing Agent. Further, California timeeach Disbursement may vary from such schedule, both as to time and amount. All Disbursements are to be made at the principal office of the Disbursing Agent, or at such place as the Disbursing Agent may designate by written notice. (b) Each Disbursement shall be made on the first (1st) Business Day following basis of a requisition submitted by the Lender giving written notice Borrower to the Borrower Disbursing Agent on AIA form G702 and 703 or on the then-current AIA form provided for such purpose, or on a requisition form mutually acceptable to the Disbursing Agent and the Lender. Any requisition for non-construction-related items shall be certified by a duly-authorized officer or trustee of the Borrower (or, if the Borrower is a limited partnership, of the Borrower’s general partner or, if the Borrower is a limited liability company, of the Borrower’s manager), as applicable, as being an appropriate reimbursement or expenditure within the amounts, categories and specific line items reflected on the Disbursement DateSchedule. (c) With respect to requisitioned amounts for construction-related items, the Disbursing Agent shall not make any Disbursement until it has obtained the Inspector’s (and, if applicable, the Lender's) approval. Promptly after the Inspector’s and the Lender's approval of each requisition, the Disbursing Agent shall order or require the Borrower will reimburse to arrange for a title rundown. The Disbursing Agent shall not make a Disbursement unless and until it has received confirmation from the attorney responsible for the title rundown that (i) there are no new matters of record since the last advance that would or could adversely affect the security and/or priority of the Lender’s Loan, and (ii) an endorsement to that effect shall be issued for the lender’s policy insuring the Lender’s Loan. (d) The Disbursing Agent may, in its sole discretion, require the written approval of the Lender for all amounts which each Disbursement, but is under no obligation to do so unless the Lender has disbursed to reimburse so directed the issuing bank Disbursing Agent in connection with writing. The making of any Disbursement or part thereof shall not be deemed an approval or acceptance by the Disbursing Agent of the work theretofore done, and the Disbursing Agent shall have no liability for any error, neglig ence or misconduct of the Inspector, unless the Disbursing Agent had actual knowledge of the same. (e) Except as provided below, no Disbursement shall be made if at the time of such issuing bankDisbursement, the Disbursing Agent has actual knowledge (which may include written notice from the Lender) of (x) any default under the Lender’s honor of a draw Loan or under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate any other loan made for the purpose of financing the Project that remains uncured after the lapse of any applicable notice, grace and/or cure period from (each, an “Event of Default”) or (y) the Disbursement Date through occurrence of any event and/or the date continuing existence of such reimbursement any facts or circumstances which, with the giving of notice, the lapse of time or both would constitute an Event of Default under the Lender’s Loan or under any other loan made for the purpose of financing the Project (a each, an “Lender DisbursementEvent”). Without limiting in The Lender shall have the right, but not the obligation, to allow a Disbursement from the Lender’s Loan to be made notwithstanding any way Event of Default or any Event, without affecting its rights and remedies vis-à-vis the foregoing and notwithstanding anything Borrower with respect to the contrary contained herein or in any separate application for any Letter of Creditsame. The Disbursing Agent shall not, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender however, make a Disbursement of a Letter proceeds from the Lender’s Loan after its actual knowledge of Creditan Event of Default or an Event, and it shall be deemed to be unless the obligor for purposes of each such Letter of Credit issued pursuant hereto Disbursing Agent is so instructed by the Lender. (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). f) In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice making Disbursements to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)Disbursing Agent’s only obligation shall be to make Disbursements in conformity with the terms of this Agreement and the Disbursing Agent shall not be under any obligation to make reference to, and interest shall accrue from observe, verify, perform, follow or act in accordance with any of the Disbursement Dateterms, conditions, covenants or agreements contained in the principal amount equal any document relating to the amount drawn under such Letter of Credit, and, for this purposeLender’s Loan. Notwithstanding the foregoing, the conditions precedent Disbursing Agent shall exercise the same level of care in Article V or any other Borrower requirements fulfilling its duties hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after as it would in administering the Revolving Loan Maturity Date shall be immediately due and payableDisbursing Agent’s Loan.

Disbursements. Provided no claims for Seller Obligations are then pending (each, a “Claim”), the Escrow Property shall be released to Seller as soon as reasonably practicable fifteen (15) months after the date hereof (the “Expiration Date”), subject to receipt by the Escrow Agent of Seller’s payment information. Any Claim shall be submitted and dealt with as set forth below: (a) The Lender will Buyer shall be entitled to submit to the Escrow Agent one or more Claims to all or any portion of the Escrow Property relating to one or more Claims for Seller Obligations that may arise under the Purchase Agreement and prior to the Expiration Date. (b) The Buyer shall notify the BorrowerSeller and the Escrow Agent in writing (the “Claim Notice”) of a Claim promptly after the occurrence of any matter that the Buyer has determined has given rise to or could give rise to Seller Obligations pursuant to the Purchase Agreement. The Claim Notice shall state the amount of the Claim and the specific reasons and facts underlying the Claim. (c) The Seller may contest all or a portion of a Claim in good faith by giving the Buyer and the Escrow Agent written notice of such contest within thirty (30) calendar days of receipt of the Claim Notice (the “Contest Notice”). The Contest Notice shall include a statement of the grounds of such contest. Such right to contest shall terminate if no Contest Notice is provided within such thirty (30) calendar day period. If no Contest Notice is provided within such thirty (30) calendar day period or if a Contest Notice is provided within such thirty (30) calendar day period relating to a portion of the Claim, then, as soon as reasonably practicable after the expiration of such thirty (30) calendar day period, the amount of the Claim as set forth in the Claim Notice, or the uncontested portion thereof, as applicable, shall as soon as reasonably practicable (but in no event later than the third (3rd) business day after the expiration of such thirty (30) calendar day period) be paid by the Escrow Agent to the Buyer without further notice or direction to the Escrow Agent subject to receipt by the Escrow Agent of Buyer’s payment information. If the Contest Notice is provided within such thirty (30) calendar day period, the Escrow Agent shall not pay the contested portion of the Claim to the Buyer or the Seller, except as set forth in Section 3(d) or Section 3(e) below, or pursuant to court order as provided in Section 16. (d) If the Seller contests all or a portion of the Claim pursuant to Section 3(c) and the contested Claim or portion thereof is settled by written agreement of the Buyer and the Seller, the Buyer and the Seller shall promptly upon notify the Lender receiving knowledge thereofEscrow Agent of such settlement by a written direction executed jointly by the Buyer and the Seller directing the Escrow Agent to take or refrain from taking an action (a “Joint Written Direction”), and any amount specified in the Joint Written Direction shall as soon as reasonably practicable (but in no event later than the third (3rd) Business Day after receipt by the Escrow Agent of the Joint Written Direction) be paid by the Escrow Agent to the Buyer, the Seller or others, as applicable, in accordance with the Joint Written Direction. (e) If the Seller contests all or a portion of the Claim pursuant to Section 3(c) and the contested Claim or portion thereof is not settled by a Joint Written Direction, the Buyer shall have the right at any time prior to the later of (i) the business day prior to the Expiration Date, and (ii) the fourth (4th) business day after the Buyer’s receipt of its copy of the Contest Notice (the “Contest Period”), to in good faith object to the release of all or any portion of the Claim, by delivering to the Escrow Agent written notice (an “Objection Notice”), with a copy thereof sent contemporaneously to the Seller, setting forth (i) a description, with reasonable specificity, of the presentment basis for payment of any Letter of Creditsuch objection, together with notice and (ii) the portion of the date Claim that is being objected to or that the entire Claim is being objected to (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “DisbursementDisputed Claim Amount”). Prior The copy of the Objection Notice delivered to 1:00 p.m., California time, the Escrow Agent shall include a certification to the Escrow Agent that a copy of the Objection Notice also has been delivered to the Seller. The Escrow Agent may rely conclusively on the first (1st) Business Day following Objection Notice that the Lender giving written notice Escrow Agent receives hereunder and it will be presumed that the Objection Notice satisfies the conditions set forth herein. Furthermore, the Escrow Agent shall have no responsibility to determine if the Objection Notice satisfies any conditions set forth in the Purchase Agreement for disputing a claim pursuant to the Borrower Purchase Agreement or that a copy of the Disbursement Objection Notice was sent to or received by the Seller. Thereafter, the Escrow Agent shall continue to hold the Disputed Claim Amount pursuant to the provisions of this Escrow Agreement, until the Escrow Agent receives a Joint Written Direction as to the distribution of the Disputed Claim Amount, or court order as allowed pursuant to Section 16. For the avoidance of doubt, if Buyer fails to deliver a timely Objection Notice to the Escrow Agent, then the portion of the Claim that was contested pursuant to Section 3(c) shall be disbursed by the Escrow Agent to the Seller on the Expiration Date, subject to receipt by the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bankEscrow Agent of Seller’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablepayment information.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”a) such payment shall have been or be made (each such payment, a “Disbursement”). Prior Not less than three Business Days prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting any of the Secured Payments, the Pledgor may direct the Trustee in any way writing to transfer from the foregoing and notwithstanding anything Pledge Account to the contrary contained herein Trustee in its capacity as Paying Agent (or, if applicable, any successor Paying Agent), United States dollars in immediately available funds necessary to provide for payment in full of or in any separate application for any Letter portion of Creditthe next regularly scheduled interest payment on the Notes. Upon receipt of such written request, the Borrower hereby acknowledges and agrees that it Trustee shall be obligated take such action as is necessary to reimburse provide for the Lender upon each Lender Disbursement timely payment of a Letter such amount of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice United States dollars in immediately available funds directly to the BorrowerTrustee as Paying Agent (or, if applicable, any successor Paying Agent) from proceeds of the Pledged Securities held in the Pledge Account. (b) If the Pledgor elects to pay any of the Secured Payments (or any portion thereof) from a Revolving Loan source of funds other than the Pledge Account (notwithstanding that the Revolving Loan Commitment Termination Date may have passed"Pledgor's Funds"), and then the Pledgor may on at least two Business Days' prior written notice, after payment of such Secured Payment or portion thereof (evidenced by an Officers' Certificate delivered to the Trustee stating that such regularly scheduled interest shall accrue payment or portion thereof has been made in accordance with the terms of the Indenture), direct the Trustee in writing to release to the Pledgor or as it may direct an amount of funds or Pledged Securities, at the Pledgor's sole option, from the Disbursement Date, in the principal amount Pledge Account less than or equal to the amount drawn under of Pledgor's Funds so expended, without accounting for any Pledgor's Funds so expended in payment of Defaulted Interest. Upon receipt of such Letter of Creditwritten direction from the Pledgor, and, for this purposetogether with the certificate described in the preceding sentence, the conditions precedent Trustee shall take such action as is necessary to provide for the prompt payment to the Pledgor of the amount of funds or Pledged Securities requested from the Pledge Account. (c) If at any time the scheduled payments of principal of and interest on the Pledged Securities exceeds 100% of the amount in Article V cash sufficient, based on the report of an internationally recognized firm of independent certified public accountants selected by the Pledgor and addressed to the Trustee, to provide for timely payment in full of the Secured Payments (or, in the event any Secured Payments have been made, an amount in cash sufficient to provide for timely payment in full of the remaining unpaid Secured Payments), the Pledgor may direct the Trustee in writing to release to the Pledgor or as it directs an amount of funds or Pledged Securities, at the Pledgor's sole option, less than or equal to such excess. Upon receipt of such written direction from the Pledgor, together with such report of such internationally recognized firm of independent certified public accountants, the Trustee shall take such action as is necessary to provide for the prompt payment to the Pledgor of the amount of funds or Pledged Securities requested from the Pledge Account. (d) Upon payment in full of the Secured Payments, evidenced by an Officers' Certificate delivered to the Trustee stating that such regularly scheduled interest payments have been made in full in accordance with the Indenture, the security interest in the Collateral evidenced by this Pledge Agreement shall terminate and be of no further force and effect. Furthermore, upon release of any other Borrower requirements hereunder Collateral from the Pledge Account in accordance with the terms of this Pledge Agreement, the security interest evidenced by this Pledge Agreement in the Collateral so released shall not apply. Any Revolving Loan deemed to terminate and be made pursuant to this Section 2.6(b) of no further force and advanced after the Revolving Loan Maturity Date shall be immediately due and payableeffect.

Disbursements. The 13.4.1 At least two (2) Business Days (by 11:00 a.m. Eastern Time) prior to each date a disbursement of a Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Eastern Time for any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of any Letter such Lender's Percentage of Creditsuch disbursement (with respect to such Lender, together with notice of such amount being referred to herein as an "Advance") in immediately available funds not later than 11:00 a.m. Eastern Time on the date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the “Disbursement Date”) such payment Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender's Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Disbursement Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. If any Lender declines to make available to Agent such Lender's advance as described above, so long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower will reimburse may require such Lender to sell and assign its entire interest in the Lender for all amounts which Loans pursuant to Section 13.22 hereof to an Eligible Assignee, reasonably approved by Agent, upon payment by such Eligible Assignee of the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date entire par amount of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableLender's interest.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “"Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:00 a.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of the Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal then in effect for Base Rate Loans plus the Applicable Margin for Revolving Loans pursuant to the Weighted Average Term Debt Rate Section 3.2 for the period from the Disbursement Date through the date of such reimbursement; provided, however, that unless the Borrower shall have notified the Administrative Agent and the Issuer prior to such time on the Disbursement Date, the Borrower will be deemed to have requested (and shall deliver a Borrowing Request within one Business Day of the Disbursement Date confirming) that a Swing Line Loan be made in the amount of such reimbursement and the Administrative Agent shall so notify the Swing Line Lender which shall, subject, however, to the conditions of Section 2.3.2 (except for the notice, the minimum principal amount and the integral amount requirements), make a “Swing Line Loan in such amount (the proceeds of which will be wired to the Issuer unless the Issuer and the Swing Line Lender Disbursement”are the same Person, in which case a book-entry transfer may be made). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender An Issuer will notify the Borrower, applicable Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any drawing under Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”"DISBURSEMENT DATE") such payment shall have been or be made (each such payment, a “Disbursement”"DISBURSEMENT"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California time, 12:30 p.m. on the first (1st) Business Day following the Lender giving written notice to Disbursement Date (the Borrower of the Disbursement Date"DISBURSEMENT DUE DATE"), the applicable Borrower will reimburse the Lender Administrative Agent (any such reimbursement obligation to be a joint and several obligation of the Borrowers), for the account of the applicable Issuer, for all amounts which the Lender such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to SECTION 3.2 for the period from the Disbursement Date through the date of such reimbursement reimbursement; PROVIDED, HOWEVER, that, if no Default shall have then occurred and be continuing, unless the applicable Borrower has notified the Administrative Agent no later than one Business Day prior to the Disbursement Due Date that it will reimburse the Issuer for the applicable Disbursement, then the amount of the Disbursement shall be deemed to be a Borrowing of Revolving Loans by the applicable Borrower constituting Base Rate Loans and, following the giving of notice thereof by the Administrative Agent to the Lenders, each Lender (other than the Issuer) will deliver to the Issuer on the Disbursement Due Date immediately available funds in an amount equal to such Lender's Percentage of such Borrowing. Each conversion of Disbursement amounts into Revolving Loans shall constitute a “Lender Disbursement”)representation and warranty by each Borrower that on the date of the making of such Revolving Loans all of the statements set forth in SECTION 5.2.1 are true and correct. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall jointly and severally be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the such Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableBorrower).

Disbursements. The Lender Issuer will notify the Borrower, applicable Borrower or Borrowers and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been or be made (each such payment, a “Disbursement”)made. Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Subject to the Borrower terms and provisions of the Disbursement Datesuch Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. The applicable Borrower or Borrowers will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Issuer or the Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")), on the Disbursement Date, if such Borrower or Borrowers are notified of such disbursement prior to 12:00 noon (New York, New 55 York, time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if such Borrower or Borrowers are not so notified (the "Reimbursement Due Date"). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by such Borrower or Borrowers on the Disbursement Date, such Reimbursement Obligation shall accrue interest thereon from (and including) the Disbursement Date at a fluctuating rate per annum equal to the Weighted Average Term Debt sum of the Alternate Base Rate from time to time in effect, plus the Applicable Margin for ABR Loans from time to time in effect, plus from (and including) the period from the Disbursement Date through the date Reimbursement Due Date, a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit200 basis points, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by such Borrower fails to so reimburse or Borrowers on the Lender Disbursement Date for any Lender DisbursementReimbursement Obligation in respect of any Letter of Credit due and owing on such Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender Lenders (including the Issuer) shall, on the terms and subject to the conditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 2.3 (such Borrower or Borrowers being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender Subject to the terms and provisions of each Letter of Credit and this Agreement, upon presentment under any Letter of Credit to the Issuer thereof for payment, such Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit on the date designated for such payment (the “Disbursement Date”). Such Issuer will promptly notify the Borrower, promptly upon relevant Borrower and each of the Lender receiving knowledge thereof, Lenders of the presentment for payment of any such Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”)Date thereof. Prior to 1:00 p.m.12:00 noon, California timeApplicable Time, on the first (1st) next Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the relevant Borrower will reimburse the Lender Administrative Agent, for the account of such Issuer, for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, the relevant Borrower’s Reimbursement Obligation shall accrue interest, payable on demand, at a an annual rate per annum equal to the Weighted Average Term Debt Reference Rate for through the period from first Business Day following the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything equal to the contrary contained herein or in any separate application for any Letter sum of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)Reference Rate plus 0.50% thereafter. In the event the relevant Borrower fails to so reimburse notify the Lender Administrative Agent and the relevant Issuer prior to 1:00 p.m., Applicable Time, on the Disbursement Date that the relevant Borrower intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds other than proceeds of Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Borrower prior to 1:00 p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer must for any Lender Disbursementreason return or disgorge such reimbursement), the Lender Administrative Agent shall promptly notify the Lenders, and the relevant Borrower shall be deemed to have made, without further notice to the Borrower, given a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from timely Borrowing Request as of the Disbursement Date, Date for Loans in the an aggregate principal amount equal to such Reimbursement Obligation and the Lenders (other than the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2), make Loans in the amount drawn under of such Reimbursement Obligation as provided in Section 3.1; provided that for the purpose of determining the availability of any unused Total Commitment Amount immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Loans deemed requested by the relevant Borrower as provided in the preceding sentence shall not be satisfied at the time of such deemed request, each Lender (including the relevant Issuer) shall pay to the Administrative Agent, as funding of its participation interest pursuant to Section 3.2.1 in the related Letter of Credit, andits Percentage of the related Reimbursement Obligation, for this purpose, and the conditions precedent in Article V or any other Borrower requirements hereunder Administrative Agent shall not applypromptly pay to the relevant Issuer the amounts so received by it from the Lenders. Any Revolving Loan deemed to be made If a Lender makes a payment pursuant to this Section 2.6(bsubsection to reimburse an Issuer in respect of any Reimbursement Obligation (other than by funding Loans as contemplated above), (i) such payment will not constitute a Loan and advanced after will not relieve the Revolving Loan Maturity Date shall relevant Borrower of its Reimbursement Obligation and (ii) such Lender will be immediately due and payablesubrogated to its pro rata share of the relevant Issuer's claim against such Borrower for payment of such Reimbursement Obligation.

Disbursements. The Lender Each Issuer will notify the Borrower, applicable Revolving Credit Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Revolving Credit Letter of Credit, together with notice of the date (the “a Disbursement Date”) such payment shall have been be made. Subject to the terms and provisions of such Revolving Credit Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Revolving Credit Letter of Credit. Prior to 1:00 p.m.12:00 noon, California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Revolving Credit Borrowers will be obligated, on a joint and several basis, to reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Revolving Credit Letter of Credit. To the extent the applicable Issuer is not reimbursed in full in accordance with the third sentence of this Section, together with the Revolving Credit Borrowers Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal determined by reference to the Weighted Average Term Debt Alternate Base Rate plus the Applicable Revolving Loan Margin for the period from the Disbursement Date through the date Base Rate Loans plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit5.0% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that applicable Issuer is not reimbursed by the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from Credit Borrowers on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Revolving Credit Lenders (including such Issuer) shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Credit Loans which are Base Rate Loans as provided in Section 2.1.2 (the Revolving Credit Borrowers being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of determining the availability of the Revolving I Credit Commitments to make Revolving I Credit Loans immediately prior to giving effect to the application of the proceeds of such Revolving Credit Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender will notify the BorrowerOwner must submit Draw Requests to HUD for approval through Greenlight, promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated a form as otherwise directed by HUD. The anticipated draw schedule is attached as Exhibit C. Each Draw Request submitted to reimburse the Lender upon each Lender Disbursement of a Letter of CreditHUD will constitute, and it shall be deemed to be be, a representation that the obligor for purposes Owner is not in breach of each such Letter this Agreement (except as the Owner previously may have disclosed to HUD in writing) and that the certifications, representations and warranties in Section 5 of Credit issued pursuant hereto (whether this Agreement are true, unless otherwise disclosed in writing to HUD. After receipt and approval by HUD of the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursementfinal closing docket, the Lender shall Leading Edge Award may be deemed disbursed for incurred Leading Edge Eligible Costs at the following milestones: Up to have made30% of the Leading Edge funds may be disbursed after receipt and approval by HUD of the final closing docket. Up to 50% of the Leading Edge funds may be disbursed after the Owner achieves 50% construction completion as certified by the Architect. Up to 80% of the Leading Edge funds may be disbursed after the Owner achieves 75% construction completion as certified by the Architect. Up to 90% of the Leading Edge funds may be disbursed after completion of construction at the Property and HUD receipt and approval of the Completion Certification. All remaining Leading Edge funds may be disbursed upon receipt by HUD of evidence that the Leading Edge Qualifying Certification has been secured or other documentation of completion of the Scope of Work as may be acceptable to HUD. HUD may deny or delay approval of any Draw Request during any period in which the Owner is in breach or Default under this Agreement or has failed to file any HUD-required report. HUD, without further notice subject to the Borrowerterms of this Agreement, a Revolving will disburse to the Owner the GRRP Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal up to the amount drawn under as listed above, provided, however, that in no event will the amount of the GRRP Loan exceed the actual total expenditures on Leading Edge Eligible Costs completed at the Project. All Draw Requests must be submitted prior to September 30, 2027, unless such Letter of Credit, and, for this purpose, the conditions precedent date is extended by HUD in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablewriting.

Disbursements. The Lender will Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit and shall promptly notify the Borrower, promptly upon Administrative Agent and the Lender receiving knowledge thereof, Borrower by telephone (confirmed by hand delivery or facsimile) of the presentment such demand for payment of and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any Letter of Credit, together with failure to give or delay in giving such notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to not relieve the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed its obligation to reimburse the issuing bank such LC Disbursement. (e) Reimbursements. If an Issuing Bank shall make an LC Disbursement in connection with such issuing bank’s honor respect of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the day that it the Borrower receives such notice; provided that, if the amount of such LC Disbursement is not less than $5,000,000 or $1,000,000, respectively, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Sections 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or a Swingline Loan, respectively, and, to the extent so financed, the Borrower’s obligation to make such payment shall be obligated to reimburse discharged and replaced by the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower resulting ABR Revolving Borrowing or a Subsidiary)Swingline Loan. In the event If the Borrower fails to so reimburse any LC Disbursement by the Lender for any Lender Disbursementtime specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the payment then due from the Borrower in respect of the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall be deemed pay to have made, without further notice to the Administrative Agent its Applicable Percentage of the amount then due from the Borrower, a Revolving Loan in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (notwithstanding that and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Loan Commitment Termination Date may have passedLenders pursuant to this paragraph), and interest the Administrative Agent shall accrue promptly remit to the applicable Issuing Bank the amounts so received by it from the Disbursement Date, in Revolving Lenders. Promptly following receipt by the principal amount equal to Administrative Agent of any payment from the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(bparagraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and advanced after shall not relieve the Revolving Loan Maturity Date shall be immediately due and payableBorrower of its obligation to reimburse such LC Disbursement.

Disbursements. The Lender will notify Upon satisfaction of all conditions precedent, Landlord shall make the Borrowerinitial Lease Advance and continue to disburse the Lease Advances in accordance with the terms and conditions of this Agreement. Landlord may make disbursements from time to time as construction progresses, promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment but shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall not be obligated to reimburse disburse more frequently than once in each calendar month and shall not be obligated to disburse until at least eight Business Days following receipt of all documentation required for such disbursement. As of the Lender upon each Lender Effective Date, Developer estimates that the disbursements will be in accordance with the Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)Schedule. In the event that the Borrower fails undisbursed proceeds of the Maximum Lease Amount are not sufficient to so reimburse pay all unpaid items set forth on the Lender Project Budget (after adjustment for any Lender Disbursementpermitted change orders), the Lender shall be deemed Landlord may require Developer to have made, without further notice to the Borrower, deposit with Landlord a Revolving Loan (notwithstanding sum sufficient so that the Revolving Loan Commitment Termination Date may have passed)deposit, together with the remaining Maximum Lease Amount to be advanced, will be sufficient to complete the Facility in accordance with the Plans and interest Specifications, all as certified by the Architect; provided, however, Developer and Guarantor shall accrue from never be required to deposit with Landlord a sum in excess of the Disbursement Date, Maximum Guarantied Amount. Developer and Landlord each acknowledge that the deposit is in no manner a loan to Landlord or an investment in the principal amount equal Leased Property and instead is Additional Rent that will not be returned or reimbursed. If, during the Construction Term, Developer has not made a disbursement request and Rent remains unpaid under the Lease for more than a one month period, Landlord shall make a Lease Advance to the amount drawn under pay unpaid Rent and Landlord shall give Tenant prompt notice of such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payabledisbursement.

Disbursements. The Lender will notify (a) Distributions from the BorrowerUnallocated Account. Except as provided in Section 3.04(d)(v) with respect to the Environmental Account, promptly upon Funding Co shall disburse the Lender receiving knowledge Funds, or any portion thereof, only in accordance with this Section 4.01. So long as there are Funds remaining in the Unallocated Account, Solutia shall have the right, at any time and from time to time (and as often as it desires but in any event not more than once in any given two week period), to deliver to Funding Co and Monsanto a written statement (an “Unallocated Reimbursement Statement”) setting forth any Solutia Legacy Liabilities (including the Solutia Payments and Solutia’s portion of the presentment for payment of any Letter of Credit, together with notice of Shared Payments) paid by Solutia but unreimbursed as to which Solutia has decided to seek reimbursement from the date Funds on deposit in the Unallocated Account (the “Disbursement DateUnallocated Expenses”) and the portion, if any, of such payment shall have been or be made Unallocated Expenses that exceeds the amount of the Funds then on deposit in the Unallocated Account. As promptly as practicable, but in any event within ten (each 10) Business Days of Monsanto’s receipt thereof (such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first ten (1st10) Business Day following period, the Lender giving “Monsanto Unallocated Review Period”), Monsanto shall either (x) approve such Unallocated Reimbursement Statement in its entirety by delivering to Solutia a written notice thereof and/or (y) based on its reasonable, good faith judgment, object, in whole or in part, thereto by delivering to Solutia a written notice (an “Unallocated Objection Notice”) setting forth the Borrower of the Disbursement Dateitems and amount in dispute (such amount, the Borrower will reimburse “Disputed Unallocated Amount”) and the Lender reasonable good faith basis for such objection. If Monsanto timely delivers to Solutia an Unallocated Objection Notice to only a part of an Unallocated Reimbursement Statement, such Unallocated Reimbursement Statement shall become final and binding on all amounts which the Lender has disbursed parties hereto with respect to reimburse the issuing bank any and all items of Unallocated Expenses not specifically identified in connection with such issuing bank’s honor of a draw under such Letter of CreditUnallocated Objection Notice. If Monsanto shall fail to timely deliver to Solutia an Unallocated Objection Notice, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender Monsanto shall be deemed to have made, without further notice approved all Unallocated Expenses contained in the relevant Unallocated Reimbursement Statement and such Unallocated Reimbursement Statement and Monsanto’s approval with respect to the BorrowerUnallocated Expenses set forth therein shall become final and binding on all parties hereto. If Monsanto shall timely submit an Unallocated Objection Notice, a Revolving Loan the parties shall, during the fifteen (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)15) day period following Solutia’s receipt of such Unallocated Objection Notice, and interest shall accrue from the Disbursement Date, negotiate in the principal amount equal good faith to reach agreement as to the amount drawn under portion, if any, of the Disputed Unallocated Amount which is properly payable (the “Unallocated Payable Amount”). If the Parties are unable to resolve Monsanto’s objection to the Unallocated Reimbursement Statement within such Letter of Credit, and, for this purposefifteen (15) day period, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date Unallocated Payable Amount shall be immediately due and payabledetermined in accordance with Article IX hereof.

Disbursements. The Lender will notify Escrow Agent is directed to distribute the BorrowerEscrow Property in the following manner: (a) If the Escrow Agent shall have received a certificate from the Issuer, promptly upon Holdings and the Lender receiving knowledge thereof, of Company in the presentment for payment of any Letter of Credit, together with notice of the date form attached hereto as Exhibit B (the “Disbursement Consummation Release Certificate”), executed by one of the authorized signatories of the respective entities listed on Exhibit D to this Escrow Agreement, then the Escrow Agent shall release and deliver all amounts in the Escrow Account in accordance with the instructions and on the date provided therein, which date shall be no later than the Redemption Deadline; provided such Consummation Release Certificate is received by the Escrow Agent no later than 9:00 a.m. (Eastern time) on the third business day prior to the day on which the release is to occur; provided further that if a Redemption Release Certificate (as defined below) has been delivered no later than 9:00 a.m. (Eastern time) on the third business day prior to the Redemption Deadline (as defined below) because the Acquisition has not been consummated, the Issuer may revoke such Redemption Release Certificate by delivering a Consummation Release Certificate to the Escrow Agent prior to 9:00 a.m. (Eastern time) on the Redemption Deadline. The Escrow Agent shall confirm in writing to the Issuer that the Escrow Property has been released by it in accordance with the Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit D to this Escrow Agreement, then the Escrow Agent shall release to the Trustee from the Escrow Account the amount specified in the Redemption Release Certificate in accordance with the instructions and on the date provided therein, which date shall be no later than the Redemption Deadline (the “Special Redemption Date”); provided such Redemption Release Certificate is received by the Escrow Agent no later than 9:00 a.m. (Eastern time) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first third business day prior to the day on which the release is to occur; provided further that if the Redemption Release Certificate is not received by 9:00 a.m. (1stEastern time) Business Day following on the Lender giving written Redemption Deadline, then the Escrow Agent shall, without the requirement of notice to or action by the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V Issuer or any other Borrower requirements hereunder person, promptly release and deliver all amounts in the Escrow Account to the Trustee on the Redemption Deadline. The Escrow Agent shall not applyconfirm in writing to the Issuer that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. Any Revolving Loan deemed A Redemption Release Certificate may be revoked as provided in paragraph (a) of this Section 2.3. (c) If any funds remain in the Escrow Account after funds sufficient to be made pay for the redemption of the Notes on the Special Redemption Date have been released from the Escrow Account to the Trustee pursuant to paragraph (b) of this Section 2.6(b) 2.3, then such remaining funds shall, on or prior to the close of business on the Special Redemption Date, be released and advanced after delivered to the Revolving Loan Maturity Date shall be immediately due and payableIssuer in accordance with the instructions provided in the Redemption Release Certificate.

Disbursements. The Lender will notify Subject to all requirements herein, and at such time as the BorrowerLots have been subdivided and finished under the Development Agreement, promptly upon the Lender receiving knowledge thereofshall make disbursements of Loan funds for construction work as to each Dwelling in accordance with the construction Draw Schedule, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, based on the first (1st) Business Day following the Lender giving written notice to Draw Application submitted by the Borrower of and approved by the Disbursement DateLender, provided however: (1) No disbursement shall exceed the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank Loan-To-Value Ratio in connection with such issuing bank’s honor all Dwellings and any Dwelling; and (2) The Borrower must remain in compliance with all of a draw under such Letter of Creditthe underwriting standards, together representations and warranties made in connection with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for Loan and the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing Loan Documents; and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it All advances hereunder shall be deemed to be evidenced by Note 2 and secured by the obligor Deed of Trust. The Borrower may submit (not more than twice a month) a properly completed Draw Application for purposes each subsequent Loan Disbursement under the Loan, in amounts (or percentages) apportioned for each subsequent construction advance, as set forth in the Draw Schedule to be supplied by the Lender from time-to-time for the specific building. Any disbursement shall be reduced if it would exceed the Loan-To-Value Ratio, all as determined and approved by the Lender, less at the option of each such Letter the Lender an amount that the Lender deems reasonable if necessary to effect corrections to the Work that arise from violations of Credit issued pursuant hereto (whether building codes, structural defects, defective workmanship, defective materials, or other matters. Each subsequent Loan Disbursement shall be determined reasonably by the account party on such Letter of Credit is Lender, however, all subsequent Loan Disbursements shall be further subject to the Borrower continuing to: (i) comply with all provisions set forth in the Exhibits; (ii) comply with the terms and provisions of any county or government agreements, including but not limited to any set-aside, performance, bonding or site improvement agreements, and (iii) provide such other matters, papers or forms as Lender shall reasonably require. Within five (5) business days after approval of a Subsidiary). In Draw Application Lender shall make a subsequent Loan Disbursement under the event Loan based on the Borrower fails to so reimburse Draw Application as approved by the Lender for any Lender Disbursement, and on the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), terms and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter conditions of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableConstruction Agreement.

Disbursements. (a) The Lender will notify Loan proceeds shall be disbursed solely for (i) payment of expenditures that qualify as Eligible Purposes and that have been authorized by the budget adopted by the Borrower, promptly upon ’s Board of Trustees and submitted to the Lender receiving knowledge thereof, pursuant to Section 6.2 and (ii) capitalized interest. (b) Each disbursement of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment Loan shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) a request in the form set forth in Exhibit C. No more than one disbursement of the Loan shall be made per calendar month except with the prior written approval of the Lender in its discretion. If the amount of the requested disbursement in a calendar month exceeds the amount set out in Exhibit D for that calendar month, the Borrower shall provide the Lender with written notice of the increased disbursement amount at least 30 days before the requested date of disbursement. The amount of the requested disbursement in a calendar month shall not exceed the amount set out in Exhibit D for that calendar month by more than $100,000, and advanced the sum of amounts of the actual and requested disbursements in any period of six consecutive calendar months shall not exceed the sum of amounts set out in Exhibit D for those same calendar months by more than $400,000, except with the prior, written approval of the Lender in its discretion. In no event shall any disbursement be made after the Revolving Final Draw Date. Understanding that the Borrower’s future budgets and fiscal needs may change, the Borrower may from time to time propose to the Lender updates to the amounts set out in Exhibit D, provided that no such updated amounts may cause the aggregate principal amount of the Loan Maturity Date to exceed $7,500,000 (including any interest that is capitalized in accordance with the terms hereof), and any such proposal must be delivered to the Lender at least 60 days before the intended effectiveness of the proposed update. Any such updates that are mutually agreed by the Parties will be memorialized in an amendment to this Agreement executed by the Parties. (c) The proceeds of each disbursement shall be made available to the Borrower at the principal office of the Lender in Chicago, Illinois, in immediately due available funds, or at the election and payableexpense of the Borrower, by wire transfer to an account specified in writing from the Borrower signed on its behalf by its Authorized Representative.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, 13.4.1 At least two (2) Business Days (by 11:00 a.m. Eastern Time) prior to each date a disbursement of the presentment Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Eastern Time for payment of any Letter of Creditdisbursements to be made at the Adjusted LIBOR Rate), together with notice the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. Eastern Time on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Disbursement Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. If any Lender declines to make available to Agent such Lender’s advance as described above, so long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower may require such Lender to sell and assign its entire interest in the Loan pursuant to Section 13.22 hereof to an Eligible Assignee, reasonably approved by Agent, upon payment by such Eligible Assignee of the entire par amount of such Lender’s interest. 13.4.2 Requests by the Agent for funding by the Lenders of disbursements of the Loan will reimburse the be made by facsimile. Each Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal shall make its Advance available to the Weighted Average Term Debt Rate for Agent in dollars and in immediately available funds to such Lender and account as the period from Agent may designate, not later than Noon Eastern Time on the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)Funding Date. Without limiting Nothing in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it this Section 13.4 shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for relieve any Lender Disbursementof its obligation hereunder to make any Advance on any Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Advance hereunder, and the Commitment of any Lender shall not be deemed increased or decreased as a result of the failure by any other Lender to have made, without further notice perform its obligation to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal make any Advances hereunder. 13.4.3 As soon as practical Agent will promptly forward to the amount drawn under such Letter each Lender copies of Credit, any draw request documents and, for this purposeif applicable, cause the conditions precedent in Article V or any other Borrower requirements hereunder Lender’s Consultant to forward to each Lender a copy of the Lender’s Consultant’s most recent inspection. Delivery of the draw request documents and the Lender’s Consultant’s inspection report shall not apply. Any Revolving Loan deemed be a condition to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablefunding any Advance.

Disbursements. The Lender Subject to the terms and provisions of each Pro-Rata Letter of Credit and this Agreement, upon presentment under any Pro-Rata Letter of Credit to the Issuer thereof for payment, such Issuer shall make such payment to the beneficiary (or its designee) of such Pro-Rata Letter of Credit on the date designated for such payment (the "DISBURSEMENT DATE"). Such Issuer will promptly notify the Borrower, promptly upon relevant Primary Borrower and each of the Lender receiving knowledge thereof, Lenders of the presentment for payment of any such Pro-Rata Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”)Date thereof. Prior to 1:00 p.m.12:00 noon, California London time, on the first (1st) next Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Micro will reimburse the Lender Administrative Agent, for the account of such Issuer, for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such EUROPEAN CREDIT AGREEMENT 41 Pro-Rata Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, the relevant Primary Borrower's Pro-Rata Reimbursement Obligation shall accrue interest, payable on demand, at a an annual rate per annum equal to the Weighted Average Term Debt Reference Rate for through the period from first Business Day following the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything equal to the contrary contained herein or in any separate application for any Letter sum of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)Reference Rate plus 0.50% thereafter. In the event the relevant Primary Borrower fails to so reimburse notify the Lender Administrative Agent and the relevant Issuer prior to 1:00 p.m., London time, on the Disbursement Date that the relevant Primary Borrower intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds other than proceeds of Pro-Rata Revolving Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Primary Borrower prior to 1:00 p.m., London time on the Disbursement Date (or if the relevant Issuer must for any Lender Disbursementreason return or disgorge such reimbursement), the Lender Administrative Agent shall promptly notify the Lenders, and the relevant Primary Borrower shall be deemed to have made, without further notice to the Borrower, given a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from timely Borrowing Request as of the Disbursement Date, Date for Pro-Rata Revolving Loans in the an aggregate principal amount equal to such Pro-Rata Reimbursement Obligation and the Lenders (including the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, SECTIONS 6.1 and 6.2 hereof), make Pro-Rata Revolving Loans in the amount drawn under of such Letter Pro-Rata Reimbursement Obligation as provided in SECTION 3.1; provided that for the purpose of Creditdetermining the availability of any unused Total Credit Commitment Amount immediately prior to giving effect to the application of the proceeds of such Pro-Rata Revolving Loans, and, for this purpose, such Pro-Rata Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Pro-Rata Revolving Loans deemed requested by the relevant Primary Borrower as provided in Article V or any other Borrower requirements hereunder the preceding sentence shall not apply. Any Revolving Loan be satisfied at the time of such deemed request, the Lenders (including the relevant Issuer) shall make demand loans on such date for the benefit of the relevant Primary Borrower, ratably, in accordance with their respective Adjusted Percentages, which loans shall: (a) aggregate in principal amount an amount equal to the applicable Pro-Rata Reimbursement Obligations; (b) be applied solely to the prompt satisfaction of such Pro-Rata Reimbursement Obligations; (c) be payable by the relevant Primary Borrower upon demand; and (d) accrue interest on the unpaid principal amount thereof from (and including) the date on which such demand loan is made pursuant until the date such loan is paid by the relevant Primary Borrower in full, at an annual rate equal to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableReference Rate plus 2%.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Not later than 1:00 p.m.p.m. on (i) a Disbursement Date, California timeif the Borrower shall have received notice of such Disbursement prior to 10:00 a.m. on such Disbursement Date, on or (ii) the first (1st) Business Day immediately following the Lender giving written a Disbursement Date, if such notice to the Borrower of the is received after 10:00 a.m. on such Disbursement Date, the Borrower will reimburse such Issuer directly in full for such Disbursement. Each such reimbursement shall be made in immediately available funds in the Lender for all amounts Currency in which such Disbursement was made together (in the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor case of a draw under reimbursement made on such Letter of Creditimmediately following Business Day, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement, provided that if such reimbursement (a “Lender Disbursement”)is not made when due pursuant to this Section 2.6.2, then the interest rates set forth in Section 3.2.2 shall apply. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed have reimbursed such amount in full to be made such Issuer pursuant to this Section 2.6(b2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and advanced after unconditionally pay in the Currency in which such Disbursement was made and in same day funds to the Administrative Agent for the account of such Issuer the amount of such Revolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative Agent, and the Administrative Agent so notifies the Revolving Loan Maturity Date Lenders prior to 2 p.m., on any Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2 p.m. on the day of receipt, payment shall be made on the immediately due following Business Day). If and payableto the extent such Revolving Loan Lender shall not have so made its Revolving Loan Percentage of the amount of such payment available to the applicable Issuer, such Revolving Loan Lender agrees to pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuer, at the Federal Funds Rate.

Disbursements. The So long as no Default has occurred and is continuing, and so long as Lender has not otherwise elected to apply Net Proceeds to the Debt pursuant to Section 7.4(c) or Section 7.4(d) hereof, during the period of any Restoration and during the extended period of indemnity described in Section 7.1(a)(iii) hereof (collectively, the “Restoration Period”), upon the written request of Borrower, which request shall be made no more often than one time in any calendar month, Lender will notify disburse funds in the Business Interruption Insurance Account to Borrower, promptly upon as and when the lost rental income covered by such insurance would have been payable, to pay the following items in the following order of priority to the extent that Rents collected by Borrower are insufficient to pay the following items: (a) First, to Lender, funds sufficient to pay the Monthly Property Tax Deposit; (b) Next, to Lender, funds sufficient to pay the Monthly Insurance Premium Deposit; (c) Next, to Lender, funds sufficient to pay the Monthly Debt Service Payment Amount; (d) Next, to Lender, funds sufficient to pay late payment charges and any other amounts then due under the Loan Documents including, without limitation, any unpaid reimbursable costs and expenses incurred by Lender receiving knowledge thereofon Borrower’s behalf or in the enforcement of Lender’s rights under the Loan Documents, if any; (e) Next, to Lender, funds sufficient to pay the Replacement Reserve Monthly Deposit; (f) Next, to Lender, funds sufficient to pay the TILC Reserve Monthly Deposit; (g) Next, to Borrower, funds sufficient to pay all Operating Expenses due pursuant to an Annual Budget for such calendar month, to the extent such Operating Expenses are fixed expenses that are incurred during any Restoration Period; (h) Next, to Servicer, for the payment of the presentment for payment Servicing Fee; and (i) So long as no Default has occurred or is continuing, any amount remaining in the Business Interruption Insurance Account after the Restoration Period, net of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the reasonable costs and expenses incurred by Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for Restoration or the period disbursements from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditBusiness Interruption Insurance Account, the Borrower hereby acknowledges and agrees that it shall be obligated returned to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, shall disburse to Borrower all or portions of the presentment for payment Required Repair Fund from time to time upon satisfaction by Borrower of any Letter of Credit, together with notice each of the date following conditions: (a) Borrower has delivered to Lender an Officer’s Certificate, in a form satisfactory to Lender, specifying the “Disbursement Date”) amount of the requested disbursement and the Required Repairs completed and certifying that all such payment shall Required Repairs have been completed and all costs in connection therewith have been paid. Simultaneously with submitting such Officer’s Certificate Borrower shall also submit copies of Lien waivers from the general contractor, any subcontractors and all materialmen and suppliers and such other evidence, as may be required by Lender, showing that they have been paid for all work and that no Liens are claimed, or be made (each such paymentalternatively, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice may make payment directly to the contractor, subcontractors or suppliers. (b) Borrower has delivered to Lender, at Borrower’s sole cost and expense: (i) copies of the Disbursement Date, the Borrower will reimburse the Lender all contracts and invoices for all amounts Required Repairs; (ii) copies of building permits, any certificate of occupancy or any other certificates required and issued by Governmental Authorities in connection with any Required Repairs performed for which reimbursement is being sought under this Section 9.4; and (iii) if required by Lender, an endorsement to the Title Insurance Policy, insuring Lender has disbursed to reimburse the issuing bank against any mechanic’s Liens in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal Required Repairs. (c) Borrower has paid to the Weighted Average Term Debt Rate for the period from Lender the Disbursement Date through Fee and has delivered to Lender (i) an Officer’s Certificate certifying that all requirements set forth in this Section 9.4 have been satisfied and (ii) such other documents as Lender shall reasonably require to confirm the satisfaction of the conditions contained herein and the completion of the work required to be done under this Section 9.4. (d) All disbursements requested by Borrower shall be at least $5,000 and no requests for disbursements shall be made more often than once during any calendar month. (e) No Default exists as of the date of such Borrower’s request for a disbursement or the actual date of disbursement. (f) Lender shall have the right, but not the obligation, at Borrower’s sole cost and expense, to inspect the Property and/or to have the documentation regarding the Required Repairs reviewed to verify that the Required Repairs for which reimbursement is being sought have been completed in a good and workmanlike manner and are otherwise acceptable to Lender. (g) Within fifteen (15) Business Days after Borrower submits to Lender a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application request for any Letter of Credita disbursement, the Borrower hereby acknowledges related supporting documentation and agrees that it shall be obligated to reimburse the Lender upon each Lender required Disbursement of a Letter of CreditFee, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed either (i) advise Borrower of any additional or corrective information needed to satisfy the requirements hereof for the requested disbursement; or (ii) shall disburse the requested disbursement amount to Borrower. Lender shall have made, without further notice no obligation to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may disburse Required Repair Funds to Borrower until all disbursement requirements herein have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablebeen satisfied.

Disbursements. The Lender (a) In order to receive a Disbursement, the Recipient will notify be required to submit the Borrowerfollowing Deliverables by the Submission Deadline provided for in Schedule “D” hereto: (i) any Deliverable(s) associated with the Disbursement, promptly upon the Lender receiving knowledge thereof, as outlined in Schedule “D” of the presentment Funding Agreement; (ii) a Request for payment Funding; (iii) any other information the IESO may request, including any Check-In Reports, in its sole and absolute discretion; (iv) evidence that the Recipient has entered into the FIT Contract and evidence of the Participation Level of the Recipient, for a First Disbursement; and (v) a Final Summary Report, for any Disbursement that, in the opinion of the IESO in its sole and absolute discretion, will be the final Disbursement that will be paid to the Recipient either because it causes the Recipient to have received the Maximum Funding Amount or for any other reason. (b) Following approval of any Letter Request for Funding in accordance with Section 5.2(c), and provided that the Recipient is not in breach of Creditany of its obligations under the Funding Agreement, together with notice of the date IESO will pay the Recipient: (i) the first Disbursement (the “Disbursement DateFirst Disbursement”), which amount shall be: (A) such payment shall have been for each FIT Project not forming part of a FIT Project Portfolio, 50% of the Project Expenses multiplied by the Participation Level of the Recipient as determined by the FIT Contract, up to the Maximum Funding Amount; or (B) for each FIT Project Portfolio, 50% of the Project Expenses multiplied by the average of the Participation Levels of the Recipient in respect of the FIT Contracts as determined by the respective FIT Contracts, up to the Maximum Funding Amount; or (ii) provided that any previous Disbursements totalled an amount less than the Maximum Funding Amount, one or be made more subsequent Disbursements (each such paymenteach, a “Subsequent Disbursement”). Prior to 1:00 p.m., California timewhich amount shall be: (A) for each FIT Project not forming part of a FIT Project Portfolio, on 50% of the first (1st) Business Day following Project Expenses, which Project Expenses were not captured by the Lender giving written notice Request for Funding under the First Disbursement or any previous Subsequent Disbursement, multiplied by the Participation Level of the Recipient as determined by the FIT Contract, up to the Borrower Maximum Funding Amount; or (B) for each FIT Project Portfolio, 50% of the Project Expenses, which Project Expenses were not captured by the Request for Funding under the First Disbursement Dateor any previous Subsequent Disbursement, multiplied by the Borrower will reimburse average of the Lender for all amounts which Participation Levels of the Lender has disbursed to reimburse Recipient in respect of the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of CreditFIT Contracts as determined by the respective FIT Contracts, together with interest thereon at a rate per annum equal up to the Weighted Average Term Debt Rate for Maximum Funding Amount; as applicable. For the period from purposes of this Section 5.3(b), any Project Expenses relating to Community Engagement Activities will be funded at 50% of the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything Project Expenses without being subject to the contrary contained herein or in any separate application for any Letter calculation of Creditthe Participation Level set out above, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement all of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice which remains subject to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableMaximum Funding Amount.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of under or draw upon any Letter of Credit, together with notice of the date (the “Disbursement Date”a "DISBURSEMENT DATE") such payment shall have been be made; PROVIDED, HOWEVER, that the failure of the Issuer to so notify the Borrower and the Administrative Agent shall not affect the rights of the Issuer or the Lenders to be made reimbursed under the terms of this Agreement in any manner whatsoever. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (each or its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.12:00 noon, California Atlanta time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together . To the extent the Issuer is not reimbursed in full in accordance with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date THIRD SENTENCE of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditthis SECTION 4.5, the Borrower hereby acknowledges and agrees that it Borrower's Reimbursement Obligation shall be obligated to reimburse accrue interest at the Lender upon each Lender Disbursement of a Letter of CreditDefault Rate, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if the principal amount equal Issuer must for any reason return or disgorge such reimbursement, the Lenders (including the Issuer) shall, on the terms and subject to the amount drawn under such Letter conditions of Creditthis Agreement, andfund the Reimbursement Obligation therefor by making, for this purposeon the next Business Day, Loans which are Base Rate Loans as provided in SECTION 3.1 (the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan being deemed to be made pursuant to this Section 2.6(bhave given a timely Extension of Credit Request therefor for such amount) and advanced after the Revolving Loan Maturity Date that shall be immediately due payable on demand and payablethat shall accrue interest until paid in full at the Default Rate.

Disbursements. (a) The Lender will notify Escrowed Property shall be held by the Borrower, promptly upon Escrow Agent for the Lender receiving knowledge thereof, purpose of satisfying the initial $200,000 of the presentment indemnification obligations of the Company, with respect to the Escrow Property, pursuant to Section 3(p) of the Underwriting Agreement dated April 4, 2023 by and between the Company and the Representative, for payment a period of 12 months from the closing of the Offering. Disbursement of such Escrowed Property upon a claim of indemnity pursuant to the terms of the Underwriting Agreement shall be determined by an independent third-party intermediary (who shall have the requisite experience in determining indemnification claims) to be chosen by mutual written consent of the Company and the Representative. If the Company and the Representative are unable to agree on such intermediary within 30 days upon a written claim for indemnity by the Representative, such intermediary shall be a single arbitrator (with the requisite experience in determining indemnification claims) selected by the American Arbitration Association’s New York office. (b) In the event that any litigation or proceeding arising out of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank matter in connection with the Offering and the Representative acting in its capacity as the representative of the underwriters (which matter would be covered by the Company’s indemnification obligations under the Underwriting Agreement) within 12 months following the Closing Date and in which the Company, the Representative, or the Escrow Property becomes the subject of such issuing banklitigation or proceeding, the Representative and the Company hereby authorize the Escrow Agent, at the Representative’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal written instruction to the Weighted Average Term Debt Rate Escrow Agent if not otherwise so required, to release and deposit the Escrow Property with the clerk of the court in which the litigation is pending for the purpose of indemnifying and defending the Representative in such litigation and proceeding, and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility with regard thereto to the extent determined by any such court. The Company and the Representative further hereby authorize the Escrow Agent, if it receives conflicting claims to any of the Escrow Property, is threatened with litigation in its capacity as escrow agent under this Escrow Agreement, or if the Escrow Agent determines it is necessary to do so for any other reason relating to this Escrow Agreement or the Offering, to interplead all interested parties in any court of competent jurisdiction and to deposit the Escrow Property with the clerk of that court and thereupon the Escrow Agent shall be relieved and discharged of any further responsibility hereunder to the parties from which they were received to the extent determined by such court. (c) In all instances, if either (i) no claim for indemnity is made by the Representative during the 12-month period from the Disbursement Date through closing of the date Offering or (ii) it is finally determined that the Representative are not entitled to any disbursement (or any further disbursement, as the case may be) of Escrow Property by the conclusion of the 12-month period from the closing of the Offering, the Escrow Agent shall disburse to the Company the full balance of the Escrow Property then held by wire transfer of immediately available funds to an account designated by the Company. (d) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request the amount so paid to it. (e) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such reimbursement compliance, regardless of the final disposition of any such judgment, order or process. (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges f) Each Party understands and agrees that it the Escrow Agent shall be obligated have no obligation or duty to reimburse act upon a Written Direction delivered to the Lender upon Escrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, (ii) signed by, in the case of Company, any individual designated by Company on Exhibit B-1 hereto or, in the case of Representative, any individual designated by Representative on Exhibit B-2 hereto (in each Lender Disbursement of a Letter of Creditcase, and it shall be deemed to be the obligor for purposes of each such Letter individual an “Authorized Representative” of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passedParty), and interest shall accrue from (iii) delivered to, and able to be authenticated by, the Disbursement DateEscrow Agent in accordance with Section 1.5. (g) Upon request, the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the principal amount equal to Escrow Account. (h) A party may specify in a Written Direction whether the amount drawn under such Letter Escrow Property shall be disbursed by way of Credit, and, wire transfer or check. If the written notice for this purposethe disbursement of funds does not so specify the disbursement means, the conditions precedent in Article V or Escrow Agent may disburse the Escrow Property by any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after means chosen by the Revolving Loan Maturity Date shall be immediately due and payableEscrow Agent.

Disbursements. The Lender Subject to the terms and provisions of each Letter of Credit and this Agreement, upon presentment under any Letter of Credit to the Issuer thereof for payment, such Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit on the date designated for such payment (the “Disbursement Date”). Such Issuer will promptly notify the Borrower, promptly upon relevant Borrower and each of the Lender receiving knowledge thereof, Lenders of the presentment for payment of any such Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”)Date thereof. Prior to 1:00 p.m.12:00 noon, California timeApplicable Time, on the first (1st) next Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the relevant Borrower will reimburse the Lender Administrative Agent, for the account of such Issuer, for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, the relevant Borrower’s Reimbursement Obligation shall accrue interest, payable on demand, at a an annual rate per annum equal to the Weighted Average Term Debt Reference Rate for through the period from first Business Day following the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything equal to the contrary contained herein or in any separate application for any Letter sum of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)Reference Rate plus 0.50% thereafter. In the event the relevant Borrower fails to so reimburse notify the Lender Administrative Agent and the relevant Issuer prior to 1:00 p.m., Applicable Time, on the Disbursement Date that the relevant Borrower intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds other than proceeds of Revolving Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Borrower prior to 1:00 p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer must for any Lender Disbursementreason return or disgorge such reimbursement), the Lender Administrative Agent shall promptly notify the Lenders, and the relevant Borrower shall be deemed to have made, without further notice to the Borrower, given a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from timely Borrowing Request as of the Disbursement Date, Date for Revolving Loans in the an aggregate principal amount equal to such Reimbursement Obligation and the Lenders (other than the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2), make Revolving Loans in the amount drawn under of such Reimbursement Obligation as provided in Section 3.1; provided that for the purpose of determining the availability of any unused Total Credit Commitment Amount immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Revolving Loans deemed requested by the relevant Borrower as provided in the preceding sentence shall not be satisfied at the time of such deemed request, each Lender (including the relevant Issuer) shall pay to the Administrative Agent, as funding of its participation interest pursuant to Section 3.2.1 in the related Letter of Credit, andits Percentage of the related Reimbursement Obligation, for this purpose, and the conditions precedent in Article V or any other Borrower requirements hereunder Administrative Agent shall not applypromptly pay to the relevant Issuer the amounts so received by it from the Lenders. Any Revolving Loan deemed to be made If a Lender makes a payment pursuant to this Section 2.6(bsubsection to reimburse an Issuer in respect of any Reimbursement Obligation (other than by funding Revolving Loans as contemplated above), (i) and advanced after the such payment will not constitute a Revolving Loan Maturity Date shall and will not relieve the relevant Borrower of its Reimbursement Obligation and (ii) such Lender will be immediately due and payablesubrogated to its pro rata share of the relevant Issuer's claim against such Borrower for payment of such Reimbursement Obligation.

Disbursements. (a) The Lender applicable DSR LC Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any DSR Letter of CreditCredit issued by such DSR LC Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such DSR Letter of Credit and this Agreement, the applicable DSR LC Issuer shall make such payment to the beneficiary (or its designee) of such DSR Letter of Credit and shall notify the Borrower and the Administrative Agent of the making of such payment. Prior to 1:00 p.m., California time, p.m. on the first (1st) Business Day immediately following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender such DSR LC Issuer, for all amounts which the Lender such DSR LC Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such DSR Letter of Credit, together with interest thereon at a rate per annum equal to Credit and shall promptly notify the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)Administrative Agent thereof. Without limiting in any way the foregoing or the provisions of clause (b) below, and notwithstanding anything to the contrary contained herein (other than clause (b) below) or in any separate application for any DSR Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender each DSR LC Issuer upon each Lender Disbursement of a DSR Letter of Credit, and it shall be deemed to be the obligor for purposes of each such DSR Letter of Credit issued pursuant hereto hereunder, regardless of whether or not the notice of payment by the applicable DSR LC Issuer is delivered as described above, or at all. (whether b) In the account party on such event a Disbursement with respect to a DSR Letter of Credit is not reimbursed by the Borrower or a Subsidiary). In in accordance with the event terms of Section 2.6.2(a) above, (i) unless the Borrower fails shall have notified the Administrative Agent and the applicable DSR LC Issuer prior to so 10:00 a.m. (New York City time) on the Business Day immediately following the applicable Disbursement Date that the Borrower intends to reimburse such DSR LC Issuer for such Disbursement with funds other than the Lender for any Lender Disbursementproceeds of DSR LC Loans, the Lender Borrower shall be deemed to have madegiven a timely Borrowing Request to the Administrative Agent requesting the DSR LC Loan Lenders with DSR LC Loan Commitments to make Base Rate Loans (each, without further notice a “DSR LC Loan”) on the date of such Disbursement in an amount in Dollars equal to the amount of such Disbursement (subject to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed’s right under Section 2.4 to convert Base Rate Loans to SOFR Loans), which, unless an Event of Default under Section 9.1.1 and interest Section 9.1.9 with respect to any Obligor has occurred and is continuing, shall accrue from be deemed to be funded by the applicable DSR LC Loan Lenders on the date such Disbursement Dateis made in Base Rate Loans corresponding to the amount of such Disbursement and in each such instance, the Administrative Agent shall promptly confirm to each DSR LC Loan Lender its applicable amount owing under such DSR LC Loan and, if the applicable DSR LC Issuer is an Affiliate of such DSR LC Loan Lender, such DSR LC Issuer may require such DSR LC Loan Lender to in fact fund (in lieu of a deemed funding) its amount due thereunder within one (1) Business Day following receipt of such confirmation and (ii) to the extent such DSR LC Issuer has potential Fronting Exposure with respect to such DSR Letter of Credit, unless an Event of Default under Section 9.1.1 or Section 9.1.9 with respect to any Obligor has occurred and is continuing and notwithstanding anything to the contrary contained in Section 2.3, the DSR LC Loan Lenders with DSR LC Loan Commitments shall, on the date of such Disbursement in satisfaction of its participation therein, make DSR LC Loans, that are Base Rate Loans in the principal amount of the Disbursement, the proceeds of which shall be paid directly to such DSR LC Issuer; provided that, if for any reason proceeds of DSR LC Loans are not received by such DSR LC Issuer on the date of such Disbursement in an amount equal to the amount drawn of the Disbursement, the Borrower shall reimburse such DSR LC Issuer, on demand, in an amount in same day funds equal to the excess of the amount of such Disbursement over the aggregate amount of such DSR LC Loans, if any, which are so received. (c) So long as no Default or Event of Default has occurred and is continuing and notwithstanding anything else to the contrary herein, upon reimbursement of any Disbursement under such a DSR Letter of CreditCredit by the Borrower in accordance with clause (a) above or, andin the event that a Disbursement is financed by a DSR LC Loan in accordance with clause (b) above, for this purposeupon repayment of such DSR LC Loan, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date Stated Amount of such DSR Letter of Credit shall be immediately due and payablereinstated in the amount of such Disbursement so reimbursed or such DSR LC Loan so repaid.

Disbursements. The Lender All disbursements shall be for obligations incurred, after the effective date, in the performance of this Agreement, and shall be supported by contracts, invoices, vouchers and other data, as appropriate, evidencing the disbursements. DRA will notify the Borrower, promptly upon the Lender receiving knowledge thereof, make disbursements in proportion to DRA’s percentage of the presentment project budget. EIN and DRA Project Numbers: All payment requests must show the nine digit taxpayer identification numbers assigned by the Internal Revenue Service and the project number assigned to this project by DRA. Rebates and Discharges from Awardee agrees that any refunds, rebates or credits, or other amounts (including interest earned thereon) received by the awardee shall be paid to Liability: DRA to the extent that they are properly allocable to costs for payment which the awardee has been reimbursed. Awardee will, when requested, assign such amounts to DRA and execute such releases as may be appropriate to discharge the Authority, its officers and agents from liabilities arising out of this Agreement. Official not to Benefit: No member or delegate to Congress, or resident Commissioner, shall be admitted to any Letter part of Creditthis Agreement, together or any benefit that may arise therefrom; but this provision shall not be construed to extend to this Agreement if made with notice an incorporated entity for its general benefit. Covenant Against Contingent Fees: The awardee warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the awardee for the purpose of securing business. For breach or violation of this warranty the Authority shall have the right to annul this Agreement without liability or in its discretion to deduct from the award amount or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. Certification Regarding Debarment: Awardee certifies that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency. Fraud: The awardee certifies that it has not within a three year period preceding the submission of the date (the “Disbursement Date”) such payment shall have award application been convicted of or be made (each such payment, had a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower civil judgment rendered against it for commission of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank fraud or a criminal offense in connection with such issuing bank’s honor obtaining, attempting to obtain, or performing a public, whether it be federal, state, or local, transaction or contract under a public transaction or violated federal or state anti-trust statutes or commission of a draw under such Letter embezzlement, theft, forgery, bribery, falsification or destruction of Creditrecords, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein making false statements, or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablereceiving stolen property.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, Escrow Property may be disbursed as follows: ICANN shall be unconditionally entitled to a release of the presentment for payment Escrow Property, in whole or in part, in the amount designated in a written notice which amount shall not exceed the amount of any Letter of Credit, together with notice funds deposited in the Escrow Property. To request a release of the date funds in the Escrow Property, ICANN shall submit to Escrow Agent a written request executed by their Authorized Representatives in a form substantially similar to the disbursement request form Exhibit A (the an “Disbursement Date”) such payment shall have been or be made (each such payment, a “DisbursementICANN Written Direction”), and the requested Escrow Property shall be released as instructed in accordance with the terms of this Agreement. Prior The Company shall be entitled to 1:00 p.m.a release of the Escrow Property, California timein whole or in part, on in the first (1st) Business Day following the Lender giving amount designated in a joint written notice which amount shall not exceed the amount of funds deposited in the Escrow Property. To request a release of the funds in the Escrow Property, the Company shall submit to Escrow Agent a joint written request executed by their Authorized Representatives and an ICANN Authorized Representative substantially similar to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement disbursement request form Exhibit B (a “Lender DisbursementJoint Written Direction”). Without limiting in any way the foregoing , and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditas used herein, the Borrower hereby acknowledges term “Written Direction” may refer to an ICANN Written Direction or a Joint Written Direction, as the context may require) and agrees that it the requested Escrow Property shall be obligated to reimburse released as instructed in accordance with the Lender upon each Lender Disbursement terms of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)this Agreement. In the event the Borrower fails that Escrow Agent makes any payment to so reimburse the Lender any other party pursuant to this Escrow Agreement and for any Lender Disbursementreason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the Lender recipient shall be deemed repay to have madethe Escrow Agent upon written request the amount so paid to it. The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without further notice any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction (as defined above) delivered to the BorrowerEscrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, a Revolving Loan (notwithstanding that ii) signed by, in the Revolving Loan Commitment Termination Date may have passedcase of the Company, any individual designated by Company on Exhibit C-2 hereto or, in the case of ICANN, any individual designated by ICANN on Exhibit C-1 hereto (in each case, each such individual an “Authorized Representative” of such Party), and interest shall accrue from (iii) delivered to, and able to be authenticated by, the Disbursement DateEscrow Agent in accordance with Section 1.6. Upon request, the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the principal amount equal Escrow Account. If none of the Escrow Property has been disbursed by the Termination Date (as hereinafter defined), the Escrow Agent shall return the Escrow Property to the amount drawn under such Letter of CreditCompany, and, for after which this purpose, the conditions precedent Escrow Agreement shall terminate in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this accordance with Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable1.8 below.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the a “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”)made. Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Subject to the Borrower terms and provisions of the Disbursement Datesuch Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. The Borrower (whether or not it is the Account Party under a particular Letter of Credit) will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Issuer or the RL Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the RL Lenders for such amounts in accordance with such terms being herein referred to as a “Liquidity Obligation”)), on the Disbursement Date, if the Borrower is notified of such disbursement prior to 12:00 noon (New York City, New York time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if the Borrower is not so notified (the “Reimbursement Due Date”). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by the Borrower on the Disbursement Date, such Reimbursement Obligation shall accrue interest thereon from (and including) the Disbursement Date at a fluctuating rate per annum equal to the Weighted Average Term Debt sum of the Alternate Base Rate from time to time in effect, plus the Applicable Margin for Revolving Loans maintained as ABR Loans from time to time in effect, plus from (and including) the period from the Disbursement Date through the date Reimbursement Due Date, a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit200 basis points, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by the Borrower fails to so reimburse on the Lender Disbursement Date for any Lender DisbursementReimbursement Obligation in respect of any Letter of Credit due and owing on such Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender RL Lenders (including the Issuer to the extent that it is an RL Lender) shall, on the terms and subject to the conditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Revolving Loans which are ABR Loans as provided in Section 2.3 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount unless, prior to the making of such Revolving Loans, the Borrower shall have notified the Administrative Agent, in writing, that the Borrower cannot satisfy the conditions set forth in Article VI (the Borrower hereby agreeing to immediately provide the Administrative Agent with such notice)); provided, however, for the purpose of determining the availability of the Revolving Loan Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender will notify Escrow Agent is hereby directed to hold and distribute the BorrowerEscrowed Property in the following manner: (a) If on or prior to the Merger Deadline the Escrow Agent receives an executed Merger Consummation Notice, promptly upon the Lender receiving knowledge thereof, Escrow Agent shall release all of the presentment for payment of any Letter of Credit, together with notice of Escrowed Property to or as directed by the date Company (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a release, the “Lender DisbursementEscrow Release Date”). Without limiting in any way . (b) If (i) the foregoing and notwithstanding anything Escrow Agent has not received an executed Merger Consummation Notice on or prior to the contrary contained herein Merger Deadline, (ii) URNA notifies the Escrow Agent in writing that (a) URNA has determined that the Merger will not be consummated on or before the Merger Deadline or (b) the Merger Agreement has been terminated or (iii) URNA fails to timely deposit (or cause to be timely deposited) any amounts required by Section 2.02 hereof (provided that any deposit of an Additional Amount shall be considered timely if made within four days of the applicable deposit date as provided in any separate application for any Letter Section 2.02(d) hereof), then the Escrow Agent, without the requirement of Creditnotice to or action by the Company, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V Trustee or any other Borrower requirements hereunder Person, shall, within one Business Day, liquidate all Escrowed Property and release the Escrowed Property to the Trustee (the date of any such release is referred to herein as the “Escrow Termination Date”). (c) If an interest payment date on any of the Notes shall have occurred while Escrowed Property is on deposit in the applicable Escrow Account, then the Escrow Agent shall, on each such interest payment date, liquidate an amount of applicable Escrowed Property sufficient to pay the interest then due on the applicable Notes (as calculated in accordance with the terms of the applicable Indenture) and release such cash amount to the Trustee for payment of such interest on the applicable Notes. (d) The Escrow Agent is authorized to seek confirmation of any instructions by telephone calls back to each of the Company and the Trustee and the Escrow Agent may conclusively rely upon the confirmations, if consistent, by authorized officers of the Company and Trustee. To ensure the accuracy of the instructions it receives, the Escrow Agent may record call backs. If the Escrow Agent is unable to verify the instruction, or is not applysatisfied, in its sole discretion, with the verification it receives, it will not execute the instruction until all issues have been resolved to its satisfaction. Any Revolving Loan deemed The persons and telephone numbers for call backs may be changed only in writing, signed by an authorized officer of the Company and the Trustee, actually received and acknowledged by the Escrow Agent. The Company and the Trustee acknowledge that these security procedures for funds transfers are commercially reasonable. (e) All disbursements of funds from the Escrowed Property shall be subject to be made the fees and claims of Escrow Agent pursuant to this Section 2.6(b) Sections 4.01 and advanced after the Revolving Loan Maturity Date shall be immediately due and payable4.02 hereof.

Disbursements. (a) The Lender applicable DSR LC Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any DSR Letter of CreditCredit issued by such DSR LC Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such DSR Letter of Credit and this Agreement, the applicable DSR LC Issuer shall make such payment to the beneficiary (or its designee) of such DSR Letter of Credit and shall notify the Borrower and the Administrative Agent of the making of such payment. Prior to 1:00 p.m., California time, p.m. on the first (1st) Business Day immediately following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender such DSR LC Issuer, for all amounts which the Lender such DSR LC Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such DSR Letter of Credit, together with interest thereon at a rate per annum equal to Credit and shall promptly notify the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)Administrative Agent thereof. Without limiting in any way the foregoing or the provisions of clause (b) below, and notwithstanding anything to the contrary contained herein (other than clause (b) below) or in any separate application for any DSR Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender each DSR LC Issuer upon each Lender Disbursement of a DSR Letter of Credit, and it shall be deemed to be the obligor for purposes of each such DSR Letter of Credit issued pursuant hereto hereunder, regardless of whether or not the notice of payment by the applicable DSR LC Issuer is delivered as described above, or at all. (whether a) In the account party on such event a Disbursement with respect to a DSR Letter of Credit is not reimbursed by the Borrower or a Subsidiary). In in accordance with the event terms of Section 2.6.2(a) above, (i) unless the Borrower fails shall have notified the Administrative Agent and the applicable DSR LC Issuer prior to so 10:00 a. m. (New York City time) on the Business Day immediately following the applicable Disbursement Date that the Borrower intends to reimburse such DSR LC Issuer for such Disbursement with funds other than the Lender for any Lender Disbursementproceeds of DSR LC Loans, the Lender Borrower shall be deemed to have madegiven a timely Borrowing Request to the Administrative Agent requesting the DSR LC Loan Lenders with DSR LC Loan Commitments to make Base Rate Loans (each, without further notice a “DSR LC Loan”) on the date of such Disbursement in an amount in Dollars equal to the amount of such Disbursement (subject to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed’s right under Section 2.4 to convert Base Rate Loans to SOFR Loans), which, unless an Event of Default under Section 9.1.1 and interest Section 9.1.9 with respect to any Obligor has occurred and is continuing, shall accrue from be deemed to be funded by the applicable DSR LC Loan Lenders on the date such Disbursement Dateis made in Base Rate Loans corresponding to the amount of such Disbursement and in each such instance, the Administrative Agent shall promptly confirm to each DSR LC Loan Lender its applicable amount owing under such DSR LC Loan and, if the applicable DSR LC Issuer is an Affiliate of such DSR LC Loan Lender, such DSR LC Issuer may require such DSR LC Loan Lender to in fact fund (in lieu of a deemed funding) its amount due thereunder within one (1) Business Day following receipt of such confirmation and (ii) to the extent such DSR LC Issuer has potential Fronting Exposure with respect to such DSR Letter of Credit, unless an Event of Default under Section 9.1.1 or Section 9.1.9 with respect to any Obligor has occurred and is continuing and notwithstanding anything to the contrary contained in Section 2.3, the DSR LC Loan Lenders with DSR LC Loan Commitments shall, on the date of such Disbursement in satisfaction of its participation therein, make DSR LC Loans, that are Base Rate Loans in the principal amount of the Disbursement, the proceeds of which shall be paid directly to such DSR LC Issuer; provided that, if for any reason proceeds of DSR LC Loans are not received by such DSR LC Issuer on the date of such Disbursement in an amount equal to the amount drawn of the Disbursement, the Borrower shall reimburse such DSR LC Issuer, on demand, in an amount in same day funds equal to the excess of the amount of such Disbursement over the aggregate amount of such DSR LC Loans, if any, which are so received. (b) So long as no Default or Event of Default has occurred and is continuing and notwithstanding anything else to the contrary herein, upon reimbursement of any Disbursement under such a DSR Letter of CreditCredit by the Borrower in accordance with clause (a) above or, andin the event that a Disbursement is financed by a DSR LC Loan in accordance with clause (b) above, for this purposeupon repayment of such DSR LC Loan, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date Stated Amount of such DSR Letter of Credit shall be immediately due and payablereinstated in the amount of such Disbursement so reimbursed or such DSR LC Loan so repaid.

Disbursements. Conversion to ---------------------------- Revolving Loans. The Lender Issuer --------------- will notify the Borrower, Parent and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “"Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.12:00 noon, California New York time, on the first (1st) Business Day following the Lender giving written notice Disbursement Date (the "Disbursement Due Date"), the Borrowers shall be obligated, on a joint and several basis, to reimburse the Borrower Administrative Agent, for the account of the Disbursement DateIssuer, the Borrower will reimburse the Lender for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at the rate per annum otherwise applicable to Revolving Loans (made as Base Rate Loans) from and including the Disbursement Date to but excluding the Disbursement Due Date and, thereafter (unless such Disbursement is converted into a Base Rate Loan on the Disbursement Due Date), at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect with respect to overdue Revolving Loans (made as Base Rate Loans) pursuant to Section 3.2.2 for the period from and including the Disbursement Due Date through to but excluding the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way reimbursement; provided, however, that, if no Default shall have then occurred and be continuing, unless the foregoing and notwithstanding anything Borrowers have notified the Administrative Agent no later than one Business Day prior to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees Disbursement Due Date that it shall be obligated to will reimburse the Lender upon each Lender Issuer for the applicable Disbursement, then the amount of the Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan constituting a Base Rate Loan and following the giving of notice thereof by the Administrative Agent to the Lenders, each Lender with a commitment to make Revolving Loans (notwithstanding that other than the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from Issuer) will deliver to the Issuer on the Disbursement Date, Due Date immediately available funds in the principal an amount equal to such Lender's Percentage of such Revolving Loan. Each conversion of Disbursement amounts into Revolving Loans shall constitute a representation and warranty by the amount drawn under Borrowers that on the date of the making of such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this all of the statements set forth in Section 2.6(b) 5.2.1 are true and advanced after the Revolving Loan Maturity Date shall be immediately due and payablecorrect.

Disbursements. The Lender will notify Escrow Agent is directed to and shall distribute the Borrower, promptly upon Escrow Property in the Lender receiving knowledge thereof, of following manner: (a) If the presentment for payment of any Letter of Credit, together with notice of Escrow Agent shall have received a certificate from the date Issuer in the form attached hereto as Exhibit B-1 (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “DisbursementConsummation Release Certificate”). Prior , executed by one of the authorized signatories of the Issuer listed on Exhibit E-1 to 1:00 p.m.this Agreement, California timethen the Escrow Agent shall liquidate, release and deliver all Escrow Property in accordance with the instructions and on the date provided therein (or, if such requested date is not a Business Day, on the first following Business Day), which requested disbursement date shall be no later than December 30, 2013 (1stthe “Redemption Deadline”) and no earlier than (i) the day on which the Escrow Agent receives the Consummation Release Certificate if the Escrow Agent receives the Consummation Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Consummation Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day; provided that upon the request of the Issuer delivered simultaneously with the Consummation Release Certificate the Escrow Agent will not liquidate the Escrow Property but instead distribute the Escrow Property to the Issuer in-kind. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been transferred by it to the Issuer in accordance with the Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit E-1 to this Agreement, then the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property in accordance with the instructions and on the date provided therein (or, if such requested date is not a Business Day, on the following Business Day), which requested disbursement date shall be no earlier than (i) the day on which the Escrow Agent receives the Redemption Release Certificate if the Escrow Agent receives the Redemption Release Certificate before 2:00 p.m. Eastern Time on a Business Day, or (ii) on the next Business Day if the Escrow Agent receives the Redemption Release Certificate after 2:00 p.m. Eastern Time on a Business Day or on a day that is not a Business Day. The Escrow Agent shall confirm in writing to the Issuer and the Trustee that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. (c) If there is any Escrow Property in the Escrow Account on or after December 31, 2013 then, notwithstanding any objection, claim, demand or other notice from the Issuer (each of which are hereby waived by the Issuer) or any other person to the contrary, the Escrow Agent shall liquidate and transfer to the Paying Agent all Escrow Property on December 31, 2013 or, if Escrow Property is deposited to the Escrow Account after December 30, 2013, on the Business Day following the Lender giving written notice day of such deposit. The Escrow Agent shall confirm in writing to the Borrower of Trustee and the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding Issuer that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, Escrow Property has been released by it in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to accordance with this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable2.3(c).

Disbursements. The Lender will notify shall make disbursements from the Borrower, promptly TILC Reserve Account for TILC Costs from time to time upon the Lender receiving knowledge thereof, satisfaction by Borrower of each of the presentment for payment of any Letter of Creditfollowing conditions: (a) Borrower has delivered to Lender an Officer’s Certificate, together with notice in form satisfactory to Lender, specifying the amount of the date requested disbursement, and: (the “Disbursement Date”i) With respect to a requested disbursement for tenant improvements related to a Qualified Replacement Lease (A) an Officer’s Certificate certifying that all such payment shall tenant improvements have been completed and that all costs in connection therewith have been paid, and that Borrower has reimbursed the related tenant for any amounts paid by such tenant for such improvements; (B) Lien waivers from the general contractor, any subcontractors and all materialmen and suppliers and such other evidence, as may be required by Lender, showing that they have been paid for all work and that no Liens are claimed, or be alternatively, Lender may make payment directly to the contractor, subcontractors or suppliers; (C) a written confirmation from the related tenant that it has accepted the space and the improvements made and has been paid all amounts, including any credits against rent, owed it by reason of such improvements; (each such paymentD) a certified copy of the fully executed Qualified Replacement Lease; and (E) an estoppel certificate and, if required by Lender, a “Disbursement”). Prior subordination, non-disturbance and attornment agreement from the related tenant each in form and substance acceptable to 1:00 p.m.Lender. (ii) With respect to a requested disbursement for any leasing commissions related to a Qualified Replacement Lease, California time, on (A) an Officer’s Certificate certifying that Borrower has entered into an arms-length Qualified Replacement Lease which satisfies the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank requirements set forth herein and that in connection with such issuing bankQualified Replacement Lease, Borrower has paid a leasing commission to an Independent Leasing Agent; and (B) a certified copy of the fully executed Qualified Replacement Lease and written verification from the related Independent Leasing Agent that the applicable leasing commission has been paid. (b) Borrower has delivered to Lender, at Borrower’s honor sole cost and expense: (i) copies of a draw all contracts and invoices for all tenant improvements; (ii) copies of building permits, any certificate of occupancy or any other certificates required and issued by Governmental Authorities in connection with any work performed for which reimbursement is being sought under such Letter of Creditthis Section 9.6; and (iii) if required by Lender, together with interest thereon at a rate per annum equal an endorsement to the Weighted Average Term Debt Rate for the period from Title Insurance Policy, insuring Lender against any mechanic’s Liens in connection with such work. (c) Borrower has paid the Disbursement Date through Fee and, has delivered to Lender (i) an Officer’s Certificate certifying that all requirements set forth in this Section 9.6 have been satisfied and (ii) such other documents as Lender shall reasonably require to confirm the satisfaction of the conditions contained herein and the completion of the work required to be done under this Section 9.6. (d) All disbursements requested by Borrower shall be at least $5,000 and no requests for disbursements shall be made more often than once during any calendar month. (e) No Default exists as of the date of Borrower’s request for a disbursement or the actual date of such a disbursement. (f) Lender shall have the right, but not the obligation, at Borrower’s sole cost and expense not to exceed $1,000, to inspect the Property and/or to have the documentation regarding the TILC Costs reviewed to verify that the TILC Costs for which reimbursement is being sought have been completed in a good and workmanlike manner and are otherwise acceptable to Lender. (g) Within fifteen (15) Business Days after Borrower submits to Lender a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application request for any Letter of Credita disbursement, the Borrower hereby acknowledges related supporting documentation and agrees that it shall be obligated to reimburse the Lender upon each Lender required Disbursement of a Letter of CreditFee, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed either (i) advise Borrower of any additional or corrective information needed to satisfy the requirements hereof for the requested disbursement; or (ii) shall disburse the requested disbursement amount to Borrower. Lender shall have made, without further notice no obligation to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may disburse TILC Reserve Funds to Borrower until all disbursement requirements herein have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablebeen satisfied.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent for the account of the applicable Issuer, for all amounts which the Lender that such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (reimbursement; provided that the Borrower may, subject to the conditions to set forth herein, request in accordance with Section 2.3 that such payment be financed with a “Lender Disbursement”)Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a SubsidiarySubsidiary Guarantor). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Upon the occurrence and during the continuance of a Cash Trap Event Period, Lender will notify or Servicer, on behalf of Lender, shall, on each Monthly Payment Date and provided no Event of Default has occurred and is continuing withdraw all funds, if any, on deposit in the BorrowerCash Management Account (other than the Minimum Account Balance) and disburse such funds in the following order of priority: (i) First, promptly upon the Lender receiving knowledge thereof, of monthly amount required to be deposited pursuant to the presentment Loan Agreement for the payment of any Letter of CreditTaxes shall be deposited in the Tax Subaccount; (ii) Second, together with notice of the date (the “Disbursement Date”) such payment shall have been or monthly amount required to be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice deposited pursuant to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate Loan Agreement for the period from the Disbursement Date through the date payment of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it Insurance Premiums shall be obligated deposited in the Insurance Subaccount; (iii) Third, funds sufficient to reimburse pay any interest accruing at the Lender upon each Lender Disbursement of a Letter of CreditDefault Rate and late payment charges, and it if any, shall be deemed deposited in the Debt Service Subaccount; (iv) Fourth, funds sufficient to be pay the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party Debt Service due on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender Monthly Payment Date shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, deposited in the principal amount equal Debt Service Subaccount; (v) Fifth, funds sufficient to pay the amount drawn under such Letter of CreditFF&E Reserve Monthly Deposit shall be deposited in the FF&E Reserve Subaccount; (vi) Sixth, andfunds sufficient to pay the PIP Reserve Monthly Deposit shall be deposited in the PIP Reserve Subaccount; (vii) Seventh, for this purpose, the conditions precedent in Article V or funds sufficient to pay any other Borrower requirements hereunder shall not apply. Any Revolving amounts then due and payable under the Loan deemed to be made Documents (without duplication of other amounts payable pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date subsection (b)), if any, shall be immediately due and payabledeposited with or as directed by Lender; (viii) Eighth, funds sufficient to pay the Monthly Operating Expense Amount shall be disbursed to Borrower; and (ix) Ninth, all amounts remaining in the Cash Management Account after deposits for items (i) through (viii) above (“Excess Cash Flow”), shall be deposited into the Excess Cash Flow Subaccount.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “"Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:00 a.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of the Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement; provided, however, that unless the Borrower shall have notified the Administrative Agent and the Issuer prior to such time on the Disbursement date, the Borrower will be deemed to have requested (and shall deliver a Borrowing Request within one Business Day of the Disbursement Date confirming) that a Swing Line Loan be made in the amount of such reimbursement and the Administrative Agent shall so notify the Swing Line Lender who shall, subject to the conditions set forth herein (except for the notice, the minimum principal amount and the integral amount requirements), make a “Swing Line Loan in such amount (the proceeds of which will be wired to the Issuer unless the Issuer and the Swing Line Lender Disbursement”are the same Person, in which case a book-entry transfer may be made). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Issuer will notify the Borrower, Borrower promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “"Disbursement Date”") such payment shall be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the Issuer shall not have been any responsibility to obtain any document (other than to obtain and review any sight draft and certificates expressly required by the Letter of Credit) or be made (each to ascertain or inquire as to the validity or accuracy of any such payment, a “Disbursement”)document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., California 12:00 noon (Chicago time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the preceding sentence, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the Weighted Average Term Debt lesser of (i) the Highest Lawful Rate for or (ii) the period from the Disbursement Date through the date Alternate Base Rate, plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit3% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if the principal amount equal Issuer must for any reason return or disgorge such reimbursement, the Lender shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender will (a) Provided that an Event of Default has not occurred and is continuing under the Lease at the end of the then applicable Lease Year (as hereinafter defined) and until all the Escrow Funds have been disbursed, Landlord shall instruct Escrow Agent in writing (the "Payment Notice") to pay to Tenant from the Escrow Funds the amount set forth by Landlord in the Payment notice, which amount shall be equal to fifty percent (50%) of all installments of Monthly Fixed Rent paid by Tenant to Landlord during the preceding Lease Year, plus all interest accrued on the Deposit during such Lease Year. Escrow Agent shall make such payment to Tenant within five (5) days of receipt of the payment Notice from landlord. For purposes hereof, the term Lease Year" shall mean a period of twelve (12) consecutive, full calendar months, the first of which shall commence on the first day of the first month which occurs after the Commencement Date, or if the Commencement Date falls on the first day of a month, then on the Commencement Date. (b) If Landlord fails to deliver the Payment Notice to Escrow Agent within fifteen (15) days of the end of a Lease Year and an Event of Default has not occurred and is not continuing, Tenant shall have the right to deliver the Payment Notice to Escrow Agent and, provided that the Escrow Agent has not received a notice from the Landlord that an Event of Default has occurred and is continuing under the Lease, Escrow Agent shall pay to Tenant the amount set forth therein within five (5) days of receipt of such notice; provided that Tenant has given Landlord prior written notice of Landlord's failure to deliver the Payment Notice and Landlord has not sent such Payment Notice within five (5) business days of receiving such notice from Tenant. (c) within thirty (30) days following the expiration or earlier termination of the Initial Lease Term (other than as a result of an Event of Default thereunder) and compliance by Tenant with its obligations under the Lease, Landlord shall instruct Escrow Agent in writing to pay to Tenant, and thereupon Escrow Agent shall pay to Tenant within five (5) days of such instruction, all of the Escrow Funds then remaining in the Escrow Account, if any. (d) if at any time an Event of Default shall have occurred under the Lease, Landlord shall be entitled, at its sole discretion, to direct the Escrow Agent, in writing, with a copy to Tenant, to disburse the Escrow Funds to Landlord, and within five (5) days or such written direction, Escrow Agent shall disburse the Escrow Funds to Landlord, which Escrow Funds Landlord shall use and apply in accordance with Section 44 of the Lease thereof. It any portion of the Escrow funds are so used or applied, Landlord shall notify the BorrowerTenant, promptly upon the Lender receiving knowledge thereofin writing, with a copy to Escrow Agent, of the presentment for payment of any Letter of Creditamounts so used or applied and Tenant shall, together within five (5) days after such notice, deposit with notice of Escrow Agent an amount sufficient to restore the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Escrow Funds to the Borrower same amount as prior to such Event of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableDefault.

Disbursements. The Lender will notify (a) If the Borrower, promptly upon Escrow Agent shall have received a certificate from the Lender receiving knowledge thereof, of Issuer in the presentment for payment of any Letter of Credit, together with notice of the date form attached hereto as Exhibit B (the “Disbursement Consummation Release Certificate”), executed by one of the authorized signatories listed on Exhibit D to this Escrow Agreement, then the Escrow Agent shall release and deliver all amounts in the Escrow Account in accordance with the instructions and on the date provided therein, which date shall be no later than the Redemption Deadline; provided that such Consummation Release Certificate is received by the Escrow Agent no later than 9:00 a.m. (Eastern time) on the third business day prior to the day on which the release is to occur; provided further that if a Redemption Release Certificate (as defined below) has been delivered no later than 9:00 a.m. (Eastern time) on the third business day prior to the Redemption Deadline because the Acquisition has not been consummated, the Issuer may revoke such Redemption Release Certificate by delivering a Consummation Release Certificate to the Escrow Agent prior to 9:00 a.m. (Eastern time) on the Redemption Deadline. The Escrow Agent shall confirm in writing to the Issuer that the Escrow Property has been released by it in accordance with the Consummation Release Certificate. (b) If the Escrow Agent shall have received a certificate from the Issuer in the form attached hereto as Exhibit C (the “Redemption Release Certificate”), executed by one of the authorized signatories listed on Exhibit D to this Escrow Agreement, then the Escrow Agent shall release to the Trustee from the Escrow Account the amount specified in the Redemption Release Certificate in accordance with the instructions and on the date provided therein, which date shall be no later than the Redemption Deadline (the “Special Redemption Date”); provided that such Redemption Release Certificate is received by the Escrow Agent no later than 9:00 a.m. (Eastern time) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first third business day prior to the day on which the release is to occur; provided further that if the Redemption Release Certificate is not received by 9:00 a.m. (1stEastern time) Business Day following on the Lender giving written Redemption Deadline, then the Escrow Agent shall, without the requirement of notice to or action by the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V Issuer or any other Borrower requirements hereunder person, promptly release and deliver all amounts in the Escrow Account to the Trustee on the Redemption Deadline. The Escrow Agent shall confirm in writing to the Issuer that the Escrow Property has been released by it in accordance with the Redemption Release Certificate. A Redemption Release Certificate may be revoked as provided in paragraph (a) of this Section 1.04. (c) If any funds remain in the Escrow Account after funds sufficient to pay for the redemption of the Notes on the Special Redemption Date have been released from the Escrow Account to the Trustee pursuant to paragraph (b) of this Section 1.04, then such remaining funds shall, on or prior to the close of business on the Special Redemption Date, be released and delivered to the Issuer in accordance with the instructions provided in the Redemption Release Certificate. (d) The Escrow Agent shall confirm each funds transfer instruction received in the name of Issuer by means of the security procedure selected by Issuer and communicated to the Escrow Agent through a signed certificate in the form of Exhibit D attached hereto, which upon receipt by the Escrow Agent shall become a part of this Escrow Agreement. Once delivered to the Escrow Agent, Exhibit D may be revised or rescinded only by a writing signed by an authorized representative of Issuer. Such revisions or rescissions shall be effective only after actual receipt and following such period of time as may be necessary to afford the Escrow Agent a reasonable opportunity to act on it. If a revised Exhibit D or a rescission of an existing Exhibit D is delivered to the Escrow Agent by an entity that is a successor-in-interest to Issuer, such document shall be accompanied by additional documentation satisfactory to the Escrow Agent showing that such entity has succeeded to the rights and responsibilities of Issuer under this Escrow Agreement. (e) Issuer understands that the Escrow Agent’s inability to receive or confirm funds transfer instructions pursuant to the security procedure selected by Issuer may result in a delay in accomplishing such funds transfer, and agree that the Escrow Agent shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableliable for any loss caused by any such delay.

Disbursements. The Lender will notify Escrow Agent, without concerning itself with ------------- ▇▇▇▇▇▇▇▇' explanation as to the Borrowerbasis for the Disbursement, promptly upon may disburse the Lender receiving knowledge thereofrequested Disbursement to ▇▇▇▇▇▇▇▇ as follows: (i) Upon receipt by Escrow Agent of a written instruction executed by the ▇▇▇▇▇▇▇▇ Payee and Buyer; or (ii) Thirty (30) days after the Escrow Agent's receipt of a Disbursement Notice delivered by ▇▇▇▇▇▇▇▇ pursuant to Section 9, of provided that the presentment for payment of any Letter of Credit, together with notice of the date following conditions have been satisfied: (the “Disbursement Date”A) such payment ▇▇▇▇▇▇▇▇ shall have been delivered to Escrow Agent an affidavit of mailing or be made certification stating that ▇▇▇▇▇▇▇▇ has delivered to Buyer a Disbursement Notice with respect to such Disbursement; (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1stB) Business Day following the Lender giving Escrow Agent shall have delivered written notice to Buyer of Escrow Agent's intention to disburse the Borrower Escrow Amount or portion thereof pursuant to such Disbursement Notice at least ten (10) days in advance of the Disbursement; and (C) Escrow Agent shall not have received from Buyer a written opposition to the Disbursement Date(an "Opposition"). Any Opposition by Buyer shall include a statement in reasonable detail of Buyer's basis for the Opposition, and Buyer shall deliver a copy of any Opposition to ▇▇▇▇▇▇▇▇. If Buyer delivers to Escrow Agent an Opposition prior to the Borrower will reimburse Disbursement, Escrow Agent, without concerning itself as to the Lender grounds for all amounts which such Opposition, shall not make such Disbursement (a "Disputed Disbursement") until resolved as provided herein. If after receiving an Opposition from Buyer, Escrow Agent receives (1) the Lender written consent of Buyer to the Disbursement by Escrow Agent, (2) a written agreement executed by ▇▇▇▇▇▇▇▇ and Buyer revising the amount of such Disbursement and instructing Escrow Agent to disburse to ▇▇▇▇▇▇▇▇ such revised amount, (3) a judgment, order or award of a court of competent jurisdiction or arbitrator or administrative judge deciding such claim has disbursed been rendered, as evidenced by a certified copy of such judgment, order or award ("Original Judgment"), or (4) a written notice from an arbitrator selected pursuant to reimburse the issuing bank provisions of Section 9.18.2 of the Acquisition Agreement (the "Arbitrator") stating that the Disputed Disbursement has been resolved and stating the resolution of such Disputed Disbursement, then Escrow Agent shall be authorized to and shall make the Disputed Disbursement or portion thereof to the ▇▇▇▇▇▇▇▇ Payee in accordance with such documents. Notwithstanding the foregoing, in connection with such issuing bank’s honor clause (3) of a draw under such Letter of Creditthe previous sentence, together with interest thereon at a rate per annum equal to if the Weighted Average Term Debt Rate for Original Judgment is reversed or modified on appeal, ▇▇▇▇▇▇▇▇ shall repay the period Escrow Agent any amounts received by ▇▇▇▇▇▇▇▇ from the Disbursement Date through Escrow Agent as a result of the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableOriginal Judgment.

Disbursements. The Lender will notify (a) Subject to the Borrowerprovisions of Section 5(g) below, promptly upon each week during the Lender receiving knowledge thereofterm of this Escrow Agreement, within two (2) Business Days from the receipt by the Escrow Agent of the presentment ETC Service Provider traffic report for payment of any Letter of Credit, together with notice of the date preceding week in the form attached hereto as Exhibit D (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”―Traffic Report‖). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement Escrow Agent shall transfer (a “Lender Disbursement”). Without limiting ―Transfer‖) to each Contracting Party, by crediting such Contracting Party’s bank account listed in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement DateExhibit A and, in the principal case of the Authority, account number [●] at [banking entity name]3, an amount equal to the amount drawn under value of the tolls due from vehicles passing through the ETC toll lanes at each toll plaza (without regard to whether such Letter vehicles were violators or exempt vehicles) less the value of Credit, and, for this purposeunpaid tolls (the ―Unpaid Tolls‖) recorded at the ETC toll lanes (such resultant amount, the conditions precedent in Article V or any other Borrower requirements hereunder ―Earned Tolls‖). Earned Tolls shall not apply. Any Revolving Loan deemed be payable to each Contracting Party (based on the toll plazas operated by each such Contracting Party) according to the Traffic Report, such Transfer to be made from (and only to the extent of) the funds on deposit in the Consolidated Escrow Account. Upon making such Transfer, the Escrow Agent shall provide electronically a notice (a ―Notice of Transfer‖) to each Contracting Party in the form attached as Exhibit E. The Escrow Agent shall Transfer to the Authority any Unpaid Tolls recovered and deposited in the CSC Escrow Account in the next weekly Transfer payment following the deposit of such Unpaid Tolls in the CSC Escrow Account. The Authority shall pay each Concessionaire its portion of the Unpaid Tolls as, when, and to the extent, payable in accordance with such Concessionaire’s Concession Agreement. (b) Upon receipt of a Notice of Transfer, each Contracting Party shall promptly send electronically a written acknowledgement of the same to the Escrow Agent and the Authority. If the Escrow Agent has not received an acknowledgment from each Contracting Party within two (2) Business Days after the Escrow Agent’s delivery of the Notice of Transfer, the Escrow Agent shall send (by personal delivery) a copy of the same to the Contracting Party(ies) that has (have) failed to acknowledge the Notice of Transfer. (c) If any Contracting Party gives notice to the Escrow Agent (with a copy delivered contemporaneously to each other Contracting Party) disputing the amounts of any Transfer (a ―Counter Notice‖) within thirty (30) Business Days following the earlier of (i) receipt of electronic written acknowledgement or (ii) personal delivery, as applicable pursuant to this Section 2.6(b5(b) and advanced after above, by the Revolving Loan Maturity Date Escrow Agent of the Notice of Transfer regarding such Transfer, such dispute shall be immediately due and payable.be

Disbursements. The Lender Issuer will notify the Borrower, Borrowers and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m.noon, California Houston time, on the Disbursement Date if the Borrowers shall have received such notice of such Disbursement on or prior to 10:00 a.m., Houston time, or, if the Borrowers shall have received such notice of Disbursement after 10:00 a.m., Houston time, on the Disbursement Date then not later than noon, Houston time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Borrowers will reimburse the Lender Administrative Agent for the account of the Issuer, for all amounts which that the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (including the then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (reimbursement; provided that the Borrowers may, subject to the conditions set forth herein, request in accordance with Section 2.3 that such payment be financed with a “Lender Disbursement”)Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender Issuer upon each Lender Disbursement of pursuant to a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the a Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender will notify the Borrowera. At least one (1) Business Day (by 11:00 a.m. Columbus, promptly upon the Lender receiving knowledge thereof, Ohio time) prior to each date a disbursement of the presentment Loan is to be made hereunder pursuant to this Agreement (or at least three (3) LIBOR Business Days [by 11:00 a.m. Columbus, Ohio time] for payment of any Letter of Creditdisbursements to be made at the Adjusted LIBOR Rate), together with notice the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender's Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an "Advance") in immediately available funds not later than 11:00 a.m. (Columbus, Ohio time) on the date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the “Disbursement Date”) such payment Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender's Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower of a corresponding amount. If such corresponding amount is not in fact made available to the Disbursement Agent by such Lender on or prior to the respective Funding Date, the such Lender agrees to pay and Borrower will reimburse the Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a rate per annum equal disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. b. Requests by the Agent for funding by the Lenders of disbursements of the Loan will be made by facsimile. Each Lender shall make its Advance available to the Weighted Average Term Debt Rate for Agent in dollars and in immediately available funds to such Lender and account as the period from Agent may designate, not later than 11:00 a.m. (Columbus, Ohio time) on the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)Funding Date. Without limiting Nothing in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it this Section 11.04 shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for relieve any Lender Disbursementof its obligation hereunder to make any Advance on any Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Advance hereunder, and the Commitment of any Lender shall not be deemed increased or decreased as a result of the failure by any other Lender to have made, without further notice perform its obligation to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from make any Advances hereunder. c. As soon as practical Agent will promptly forward to each Lender copies of the Disbursement Date, Request documents described in Section 5.01 hereof. Delivery of the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder Disbursement Request documents shall not apply. Any Revolving Loan deemed be a condition to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablefunding any Advance.

Disbursements. The Lender (a) Each Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior Subject to 1:00 p.m.the terms and provisions of such Letter of Credit and this Agreement, California timethe applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit or, in the case of any Second Lien Letter of Credit, cause sufficient proceeds to be withdrawn from the Second Lien Accounts and paid to the beneficiary (or its designee) of such Second Lien Letter of Credit. (b) In the case of Revolving Letters of Credit, prior to 11:00 a.m. on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of the Revolving Issuer, for all amounts which the Lender such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Revolving Letter of Credit, together with interest thereon at a rate per annum equal to (a) in the Weighted Average Term Debt case of Revolving Letters of Credit denominated in Dollars, the rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) and (b) in the case of Revolving Letters of Credit denominated in Euros, the rate per annum then in effect for Euro Loans with an Interest Period of one month (with the then Applicable Margin for Euro Loans accruing on such amount), in each case, pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Revolving Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender Revolving Issuer upon each Lender Disbursement of a Revolving Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a SubsidiaryGuarantor). . (c) In the event case of Second Lien Letters of Credit, immediately upon any Disbursement under any such Letter of Credit, an amount sufficient to satisfy the Borrower fails corresponding Reimbursement Obligation shall be withdrawn from the Second Lien Accounts pursuant to so reimburse the Lender for any Lender Disbursementclauses (c)(i) and (ii) of Section 2.1.5, the Lender and a Second Lien Term Loan shall be deemed to have been made automatically upon (and in an amount equal to) such withdrawal from the Second Lien Deposit Account pursuant to clause (c)(ii) of Section 2.1.5. Once made (or deemed to be made), without further notice Second Lien Term Loans shall be subject, inter alia, to the Borrower’s payment and prepayment obligations in respect thereof as set forth herein, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), including Sections 3.1 and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable3.2.

Disbursements. The Lender will notify Landlord shall disburse the BorrowerInitial Tenant Improvement Allowance, promptly the First Expansion Tenant Improvement Allowance and the Second Expansion Tenant Improvement Allowance (collectively, the “Tenant Improvement Allowance”), as applicable, for the Tenant Improvements directly to Tenant’s Contractor, or subcontractors, or to Tenant as Landlord and Tenant may agree, in monthly installments. Landlord’s disbursements shall be conditioned upon Landlord’s receipt of (i) invoices of Tenant’s Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the Lender receiving knowledge thereofsite (as may be applicable) describing in reasonable detail such work, construction and/or materials, (ii) conditional lien waivers executed by Tenant’s Contractor, subcontractors or suppliers, as applicable, for their portion of the presentment work covered by the requested disbursement, and (iii) unconditional lien waivers executed by Tenant’s Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursement for payment of any Letter of Credit, together with notice of the date work or materials covered by such previous disbursements (all such waivers to be in the “Disbursement Date”) such payment shall have been or form prescribed by California law). Payment will be made (each for materials or supplies not on site if Tenant had committed to pay for such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank off-site materials and supplies in connection with the Tenant Improvements and provides Landlord with evidence that such issuing bank’s honor materials and supplies are covered by applicable insurance, and if Tenant provides evidence of a draw under such Letter the invoice therefor to Landlord, which payment by Landlord will be conditioned upon the payment by Tenant of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date its pro rata portion of such reimbursement invoice. Landlord may withhold the amount of any and all retention percentages provided for in original contracts or subcontracts until expiration of the applicable lien periods or receipt of unconditional lien waivers and full releases upon final payment (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Creditform prescribed by California law) from Tenant’s Contractor, andsubcontractors or suppliers, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableas applicable.

Disbursements. The (a) At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Cleveland time for such disbursement to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of any Letter such Lender’s Percentage of Creditsuch disbursement (with respect to such Lender, together with notice of such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Borrower of Agent such Lender’s Advance, the Disbursement Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, the Borrower will reimburse the such Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with pay and Borrowers agree to repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in the case of Borrowers, the interest rate applicable at the time to a rate per annum equal disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrowers shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in same day funds. (b) Requests by the Agent for funding by the Lenders of disbursements of the Loan will be made by facsimile. Each Lender shall make its Advance available to the Weighted Average Term Debt Rate for Agent in dollars and in immediately available funds to such Lender and account as the period from Agent may designate, not later than Noon (Cleveland time) on the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)Funding Date. Without limiting Nothing in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it this Section 20.4 shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for relieve any Lender Disbursementof its obligation hereunder to make any Advance on any Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Advance hereunder, and the Commitment of any Lender shall not be deemed to have made, without further notice to increased or decreased as a result of the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or failure by any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed Lender to be made pursuant perform its obligation to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablemake any Advances hereunder.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, (A) At least five (5) Business Days (by 11:00 a.m. New York time) prior to each date an Advance or disbursement of the presentment for payment of any Letter of CreditLoan is to be made hereunder pursuant to this Agreement, together with notice the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as a “Lender Advance”) in immediately available funds not later than 11:00 a.m. (New York time) on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Lender Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Borrower of Agent such Lender’s Lender Advance, the Disbursement Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, the Borrower will reimburse the such Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with pay, and Borrowers agree to repay to Agent, forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon thereon, for each day from the date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (i) in the case of such Lender, the rate of twenty-one percent (21%) per annum, and (ii) in the case of Borrower, the interest rate applicable at the time to a rate per annum equal disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Lender Advance, and if both such Lender and Borrowers shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount. (B) Requests by the Agent for funding by the Lenders of disbursements of the Loan will be made by facsimile. Each Lender shall make its Lender Advance available to the Weighted Average Term Debt Rate for Agent in United States dollars and in immediately available funds to such bank and account as the period from Agent may designate, not later than 11:00 a.m. (New York time) on the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)Funding Date. Without limiting Nothing in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it this Section 10.4 shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for relieve any Lender Disbursementof its obligation hereunder to make any Lender Advance on any Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Lender Advance hereunder, and the Commitment of any Lender shall not be deemed to have made, without further notice to increased or decreased as a result of the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or failure by any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed Lender to be perform its obligation to make any Lender Advances hereunder. (C) As soon as practical, Agent will promptly forward to each Lender copies of any request for an Advance made by Borrowers pursuant to this Section 2.6(b2.1(D) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableabove.