Common use of Initial Disbursement Clause in Contracts

Initial Disbursement. (a) Prior to the Initial Disbursement, the following conditions shall have been satisfied, as determined by Bank: (i) Borrower and all Loan Parties shall have performed to Bank’s satisfaction all covenants required to be performed under this Agreement or the other Loan Documents on or before the Funding Date. (ii) No change shall have occurred which could have a material adverse effect on Borrower, any Loan Party, the Property or Bank’s right or ability to receive payment in full of the Loan, as determined by Bank in its sole discretion. (iii) No Event of Default shall exist. (iv) Title Insurer shall have committed to deliver to Bank the Title Policy, and arrangements shall have been made satisfactory in all respects to Bank for review by the Title Insurer of Draw Requests, and issuance of endorsements as required by Bank, at Borrower’s cost. (v) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements. (vi) The Deed of Trust shall have been recorded. (vii) UCC-1 financing statement(s) covering the Personal Property shall have been filed where appropriate and, if required by Bank, Bank shall have received satisfactory evidence that there are no other liens on such Personal Property, except as otherwise agreed to by Bank. (viii) If required by Bank, Bank shall have received a list of the names and addresses of all suppliers, laborers and subcontractors with whom agreements in excess of $75,000 (“Major Contracts”) have been made with Contractor and/or Borrower to deliver materials and/or perform work on the Improvements. (b) Upon satisfaction of the conditions contained in the “CONDITIONS PRECEDENT TO CLOSING OF THE LOAN” Section of this Agreement and “Initial Disbursement” above, Bank shall disburse in accordance with the Project Budget and the Disbursement Schedule the amounts necessary to pay all costs, charges and expenses incurred or to be incurred (as estimated by Bank) in connection with the Loan or payable pursuant to this Agreement or the other Loan Documents, excluding direct costs of labor and materials related to the Improvements, but including without limitation, the Loan Fee, service charges, title charges, tax and lien service charges, recording fees, escrow fees, appraisal fees, legal fees, real property taxes and assessments, insurance premiums, any amounts required to pay existing encumbrances affecting the Property, and any amounts required to complete purchase of the Real Property. (c) Borrower covenants that it will have submitted its first Draw Request for all disbursements allowed under this Agreement (based on the percentage of completion of the construction of the Improvements as of February 28, 2015) no later than thirty (30) calendar days following the Closing Date.

Initial Disbursement. (a) 5.1.1 Prior to the Initial Disbursement, the following conditions shall have been satisfiedsatisfied in addition to the conditions set forth in Sections 4.1 and 4.2, as determined by Bank: (ia) Each of the Recorded Documents shall have been recorded in the Official Records of the county in which the Real Property is located. (b) The Financing Statement shall have been filed with the Secretary of State of California, and Bank shall have received a certificate of the Secretary of State showing such Financing Statements to be subject to no prior filings (other than filings perfecting Permitted Liens) except as otherwise agreed to by Bank. (c) Borrower and all Loan Parties shall have performed to Bank’s satisfaction all covenants required to be performed under this Agreement or Agreement, the other Borrower Loan Documents and the Funding Loan Documents on or before the Funding Date. (iid) No change shall have occurred which that could have a material adverse effect on Borrower, any Loan Party, the Property or Bank’s right or ability to receive payment in full of the Borrower Loan, as determined by Bank in its sole discretion.. Construction Loan Agreement (REI-Regional) Revised 03/17/16 2689/014742-1260 (iiie) No Event of Default shall exist. (ivf) Title Insurer The representations and warranties of Borrower in this Agreement and the other Borrower Loan Documents shall have committed to deliver to Bank be true and correct on and as of the Title Policy, and arrangements shall have been date of the disbursement with the same effect as if made satisfactory in all respects to Bank for review by the Title Insurer of Draw Requests, and issuance of endorsements as required by Bank, at Borrower’s coston such date. (vg) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements. (vih) The Deed of Trust shall have been recorded. (vii) UCC-1 financing statement(s) covering the Personal Property shall have been filed where appropriate and, if required by Bank, Bank shall have received satisfactory evidence that there are no other liens on such Personal Property, except as otherwise agreed to by Bank. (viiii) If required by Bank, Bank shall have received a list of the names and addresses of all suppliers, laborers and subcontractors with whom agreements in excess of $75,000 (“Major Contracts”) have been made with Contractor and/or Borrower to deliver materials and/or perform work on the Improvements. (bj) Such evidence as Bank may require evidencing expenditure of Borrower’s Equity on Project costs in accordance with this Agreement is at least $[2,474,415.00]. (k) Title Insurer shall have committed to deliver to Bank the Title Policy. (l) Borrower shall have paid all costs, charges and expenses incurred or to be incurred (as estimated by Bank) in connection with the Borrower Loan or payable pursuant to this Agreement or the other Loan Documents, excluding direct costs of labor and materials related to the Improvements. (m) Any special conditions set forth in the Special Conditions attached hereto as Exhibit C shall have been satisfied. 5.1.2 Upon satisfaction of the conditions contained in the “CONDITIONS PRECEDENT TO CLOSING OF THE LOAN” Section Sections 4.1, 4.2 and 5.1.1, Bank, on behalf of this Agreement and “Initial Disbursement” aboveGovernmental Lender, Bank shall disburse make Advances in accordance with the Project Budget and the Disbursement Schedule the amounts necessary to pay all costs, charges and expenses incurred or to be incurred (as estimated by Bank) in connection with the Borrower Loan or payable pursuant to this Agreement or the other Borrower Loan Documents, excluding direct costs of labor and materials related to the Improvements, but including without limitation, the Loan Fee, service charges, fees and expenses of the Fiscal Agent, title charges, tax and lien service charges, recording fees, escrow fees, appraisal fees, legal fees, real property taxes and assessments, insurance premiums, premiums any amounts required to pay existing encumbrances affecting the Property, and any amounts required to complete purchase of the Real Property, to be disbursed pursuant to the settlement statement approved by Bank. (c) Borrower covenants that it will have submitted its first Draw Request for all disbursements allowed under this Agreement (based on the percentage of completion of the construction of the Improvements as of February 28, 2015) no later than thirty (30) calendar days following the Closing Date.

Initial Disbursement. Concurrently with the initial Disbursement: (a) Prior to the Initial Disbursement, the following conditions CIRM shall have been satisfiedreceived this Agreement duly executed by Loan Recipient and the Budget; (b) CIRM shall have received copies of Loan Recipient’s certificate of incorporation and bylaws, or articles of organization or certificate of formation, as determined applicable, and operating agreement (or comparable organizational documents) and any amendments thereto, certified in each instance by Bank:its Secretary or Assistant Secretary; (ic) Borrower and all Loan Parties CIRM shall have performed to Bankreceived copies of resolutions of Loan Recipient’s satisfaction all covenants required to be performed under Board of Directors (or similar governing body) and (if applicable) stockholders authorizing the execution, delivery and performance of this Agreement or and the other Loan Documents on Documents, and the consummation of the transactions contemplated hereby and thereby, all certified in each instance by its Secretary or before the Funding Date.Assistant Secretary; (iid) No change shall have occurred which could have a material adverse effect on Borrower, any Loan Party, the Property or Bank’s right or ability to receive payment in full of the Loan, as determined by Bank in its sole discretion. (iii) No Event of Default shall exist. (iv) Title Insurer shall have committed to deliver to Bank the Title Policy, and arrangements shall have been made satisfactory in all respects to Bank for review by the Title Insurer of Draw Requests, and issuance of endorsements as required by Bank, at Borrower’s cost. (v) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements. (vi) The Deed of Trust shall have been recorded. (vii) UCC-1 financing statement(s) covering the Personal Property shall have been filed where appropriate and, if required by Bank, Bank CIRM shall have received satisfactory evidence that there are copies of the certificates of good standing for Loan Recipient (dated no other liens on such Personal Property, except earlier than 30 days prior to the date hereof) from the office of the Secretary of State of its incorporation or organization and of each state in which it is qualified to do business as otherwise agreed to by Bank.a foreign corporation or organization; (viiie) If required by Bank, Bank CIRM shall have received a list of the names Loan Recipient’s Authorized Representatives; (f) CIRM shall have received certification of the insurance required under Section 7.3 of this Agreement; (g) CIRM shall have received UCC, tax and addresses judgment lien search results against the Property of all suppliersLoan Recipient evidencing the absence of Liens on its Property except as permitted by Section 7.8 hereof; (h) CIRM shall have received the favorable written opinion of Loan Recipient’s in-house or outside counsel, laborers in the form attached hereto as Exhibit C, regarding the existence and subcontractors with whom agreements in excess power of $75,000 Loan Recipient, the due authorization of the Loan Agreement (“Major Contracts”including the transactions contemplated thereby) have been made with Contractor and/or Borrower and the enforceability of the Loan; and (i) Loan Recipient shall certify that no Material Adverse Effect has occurred since the date that Loan Recipient submitted its application to deliver materials and/or perform work on the ImprovementsCIRM. (bj) Upon Loan Recipient shall have demonstrated to CIRM’s reasonable but sole satisfaction of the conditions contained in the “CONDITIONS PRECEDENT TO CLOSING OF THE LOAN” Section of this Agreement and “Initial Disbursement” above, Bank shall disburse in accordance with the Project Budget and the Disbursement Schedule the amounts necessary to pay all costs, charges and expenses incurred or to be incurred (as estimated by Bank) in connection with the Loan or payable pursuant to this Agreement or the other Loan Documents, excluding direct costs of labor and materials related to the Improvements, but including without limitation, the Loan Fee, service charges, title charges, tax and lien service charges, recording fees, escrow fees, appraisal fees, legal fees, real property taxes and assessments, insurance premiums, any amounts required to pay existing encumbrances affecting the Property, and any amounts required to complete purchase of the Real Property. (c) Borrower covenants that it will have submitted its first Draw Request for all disbursements allowed under this Agreement (based on has satisfied the percentage of completion of the construction of the Improvements as of February 28, 2015) no later than thirty (30) calendar days following the Closing DateFinancial Milestone.

Initial Disbursement. (a) ‌ 5.1.1 Prior to the Initial Disbursement, the following conditions shall have been satisfiedsatisfied in addition to the conditions set forth in Sections 4.1 and 4.2, as determined by Bank:Bank:‌ (ia) Borrower and all Loan Parties shall have performed to Bank’s satisfaction all covenants required to be performed under this Agreement or Agreement, the other Borrower Loan Documents and the Funding Loan Documents on or before the Funding Date. (iib) No change shall have occurred which that could have a material adverse effect on Borrower, any Loan Party, the Property or Bank’s right or ability to receive payment in full of the Borrower Loan, as determined by Bank in its sole discretion. (iiic) No Event of Default shall exist. (ivd) Title Insurer The representations and warranties of Borrower in this Agreement and the other Borrower Loan Documents shall have committed to deliver to Bank the Title Policy, be true and arrangements shall have been made satisfactory correct in all material respects to Bank for review by on and as of the Title Insurer date of Draw Requests, and issuance of endorsements the disbursement with the same effect as required by Bank, at Borrower’s costif made on such date. (ve) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements. (vif) The Deed of Trust shall have been recorded. (vii) UCC-1 financing statement(s) covering the Personal Property shall have been filed where appropriate and, if required by Bank, Bank shall have received satisfactory evidence that there are no other liens on such Personal Property, except as otherwise agreed to by Bank. (viiig) If required by Bank, Bank shall have received a list of the names and addresses of all suppliers, laborers and subcontractors with whom agreements in excess of $75,000 (“Major Contracts”) have been made with Contractor and/or Borrower to deliver materials and/or perform work on the Improvements. (bh) Upon satisfaction If only a ready-to-issue letter was received at or prior to Closing, a full set of the conditions contained in the “CONDITIONS PRECEDENT TO CLOSING OF THE LOAN” Section applicable building permits shall have been received and approved by Bank; (i) Such evidence as Bank may require evidencing expenditure of this Agreement and “Initial Disbursement” above, Bank shall disburse Borrower’s Equity on Project costs in accordance with the Project Budget and the Disbursement Schedule the amounts necessary to pay all costs, charges and expenses incurred or to be incurred (as estimated by Bank) in connection with the Loan or payable pursuant to this Agreement or the other Loan Documents, excluding direct costs of labor and materials related to the Improvements, but including without limitation, the Loan Fee, service charges, title charges, tax and lien service charges, recording fees, escrow fees, appraisal fees, legal fees, real property taxes and assessments, insurance premiums, any amounts required to pay existing encumbrances affecting the Property, and any amounts required to complete purchase of the Real Propertyis at least $[ ]. (cj) Borrower covenants that it will Any special conditions set forth in the Special Conditions attached hereto as Exhibit C shall have submitted its first Draw Request for all disbursements allowed under this Agreement (based on the percentage of completion of the construction of the Improvements as of February 28, 2015) no later than thirty (30) calendar days following the Closing Datebeen satisfied.

Initial Disbursement. (a) 5.1.1 Prior to the Initial Disbursement, the following conditions shall have been satisfiedsatisfied in addition to the conditions set forth in Sections 4.1 and 4.2, as determined by Bank: (ia) Borrower and all Loan Parties shall have performed to Bank’s satisfaction all covenants required to be performed under this Agreement or Agreement, the other Borrower Loan Documents and the Funding Loan Documents on or before the Funding Date. (iib) No change shall have occurred which that could have a material adverse effect on Borrower, any Loan Party, the Property or Bank’s right or ability to receive payment in full of the Borrower Loan, as determined by Bank in its sole discretion. (iiic) No Event of Default shall exist. (ivd) Title Insurer The representations and warranties of Borrower in this Agreement and the other Borrower Loan Documents shall have committed to deliver to Bank be true and correct on and as of the Title Policy, date of the disbursement with the same effect as if made on such date. Construction and arrangements shall have been made satisfactory in all respects to Bank for review by the Title Insurer of Draw Requests, and issuance of endorsements as required by Bank, at Borrower’s cost.Permanent Loan Agreement Revised 4/18/08 (7-20-09) 2276/014742-1024 (ve) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction rehabilitation of the Improvements. (vif) The Deed of Trust shall have been recorded. (vii) UCC-1 financing statement(s) covering the Personal Property shall have been filed where appropriate and, if required by Bank, Bank shall have received satisfactory evidence that there are no other liens on such Personal Property, except as otherwise agreed to by Bank. (viiig) If required by Bank, Bank shall have received a list of the names and addresses of all suppliers, laborers and subcontractors with whom agreements in excess of $75,000 (“Major Contracts”) have been made with Contractor and/or Borrower to deliver materials and/or perform work on the Improvements. (bh) If requested by Bank, the City shall have executed and delivered to Bank estoppel certificates in a form and substance which shall contain such certifications as Bank shall reasonably require with respect to the City Documents. (i) Such evidence as Bank may require evidencing expenditure of Borrower’s Equity on Project costs in accordance with this Agreement is at least $1,235,143. [CHECK] (j) The entire amount of the Seller Loan shall have been fully disbursed to or for the account of Borrower and applied towards Project costs. (k) Any special conditions set forth in the Special Conditions attached hereto as Exhibit C shall have been satisfied. 5.1.2 Upon satisfaction of the conditions contained in the “CONDITIONS PRECEDENT TO CLOSING OF THE LOAN” Section Sections 4.1, 4.2 and 5.1.1, Bank, on behalf of this Agreement and “Initial Disbursement” aboveGovernmental Lender, Bank shall disburse make an Advance in accordance with the Project Budget and the Disbursement Schedule as further set forth on the amounts necessary to pay all costs, charges and expenses incurred or to be incurred (as estimated closing statement approved by Bank) in connection with the Loan or payable pursuant to this Agreement or the other Loan Documents, excluding direct costs of labor and materials related to the Improvements, but including without limitation, the Loan Fee, service charges, title charges, tax and lien service charges, recording fees, escrow fees, appraisal fees, legal fees, real property taxes and assessments, insurance premiums, any amounts required to pay existing encumbrances affecting the Property, and any amounts required to complete purchase of the Real Property. (c) Borrower covenants that it will have submitted its first Draw Request for all disbursements allowed under this Agreement (based on the percentage of completion of the construction of the Improvements as of February 28, 2015) no later than thirty (30) calendar days following the Closing Date.

Initial Disbursement. Concurrently with the initial Disbursement: (a) Prior to the Initial Disbursement, the following conditions CIRM shall have been satisfiedreceived this Agreement duly executed by Loan Recipient and the Budget; (b) CIRM shall have received copies of Loan Recipient’s certificate of incorporation and bylaws, or articles of organization or certificate of formation, as determined applicable, and operating agreement (or comparable organizational documents) and any amendments thereto, certified in each instance by Bank:its Secretary or Assistant Secretary; (ic) Borrower and all Loan Parties CIRM shall have performed to Bankreceived copies of resolutions of Loan Recipient’s satisfaction all covenants required to be performed under Board of Directors (or similar governing body) and (if applicable) stockholders authorizing the execution, delivery and performance of this Agreement or and the other Loan Documents on Documents, and the consummation of the transactions contemplated hereby and thereby, all certified in each instance by its Secretary or before the Funding Date.Assistant Secretary; (iid) No change shall have occurred which could have a material adverse effect on Borrower, any Loan Party, the Property or Bank’s right or ability to receive payment in full of the Loan, as determined by Bank in its sole discretion. (iii) No Event of Default shall exist. (iv) Title Insurer shall have committed to deliver to Bank the Title Policy, and arrangements shall have been made satisfactory in all respects to Bank for review by the Title Insurer of Draw Requests, and issuance of endorsements as required by Bank, at Borrower’s cost. (v) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements. (vi) The Deed of Trust shall have been recorded. (vii) UCC-1 financing statement(s) covering the Personal Property shall have been filed where appropriate and, if required by Bank, Bank CIRM shall have received satisfactory evidence that there are copies of the certificates of good standing for Loan Recipient (dated no other liens on such Personal Property, except earlier than thirty (30) days prior to the date hereof) from the office of the Secretary of State of its incorporation or organization and of each state in which it is qualified to do business as otherwise agreed to by Bank.a foreign corporation or organization; (viiie) If required by Bank, Bank CIRM shall have received a list of the names and addresses of all suppliers, laborers and subcontractors with whom agreements in excess of $75,000 (“Major Contracts”) have been made with Contractor and/or Borrower to deliver materials and/or perform work on the Improvements.Loan Recipient’s Authorized Representatives; (bf) Upon satisfaction CIRM shall have received certification of the conditions contained in the “CONDITIONS PRECEDENT TO CLOSING OF THE LOAN” insurance required under Section 7.3 of this Agreement and “Initial Disbursement” above, Bank Agreement; (g) CIRM shall disburse in accordance with the Project Budget and the Disbursement Schedule the amounts necessary to pay all costs, charges and expenses incurred or to be incurred (as estimated by Bank) in connection with the Loan or payable pursuant to this Agreement or the other Loan Documents, excluding direct costs of labor and materials related to the Improvements, but including without limitation, the Loan Fee, service charges, title chargeshave received UCC, tax and judgment lien service chargessearch results against the Property of Loan Recipient evidencing the absence of Liens on its Property except as permitted by Section 7.8 hereof; (h) CIRM shall have received the favorable written opinion of Loan Recipient’s in-house or outside counsel, recording feesin the form attached hereto as Exhibit A, escrow feesregarding the existence and power of Loan Recipient, appraisal fees, legal fees, real property taxes and assessments, insurance premiums, any amounts required to pay existing encumbrances affecting the Property, and any amounts required to complete purchase due authorization of the Real Property.Loan Agreement (including the transactions contemplated thereby) and the enforceability of the Loan Agreement against Loan Recipient; and (ci) Borrower covenants Loan Recipient shall certify that it will have no Material Adverse Effect has occurred since the date that Loan Recipient submitted its first Draw Request for all disbursements allowed under this Agreement (based on the percentage of completion of the construction of the Improvements as of February 28, 2015) no later than thirty (30) calendar days following the Closing Dateapplication to CIRM.

Initial Disbursement. (a) 5.1.1 Prior to the Initial Disbursement, the following conditions shall have been satisfiedsatisfied in addition to the conditions set forth in Sections 4.1 and 4.2, as determined by Bank: (ia) Borrower and all Loan Parties shall have performed to Bank’s Bank‟s satisfaction all covenants required to be performed under this Agreement or Agreement, the other Borrower Loan Documents and the Funding Loan Documents on or before the Funding Date. (iib) No change shall have occurred which that could have a material adverse effect on Borrower, any Loan Party, the Property or Bank’s Bank‟s right or ability to receive payment in full of the Borrower Loan, as determined by Bank in its sole discretion. (iiic) No Event of Default shall exist. (ivd) Title Insurer The representations and warranties of Borrower in this Agreement and the other Borrower Loan Documents shall have committed to deliver to Bank be true and correct on and as of the Title Policy, and arrangements shall have been date of the disbursement with the same effect as if made satisfactory in all respects to Bank for review by the Title Insurer of Draw Requests, and issuance of endorsements as required by Bank, at Borrower’s coston such date. (ve) Bank shall have approved in its sole discretion, the Detailed Cost Breakdown, the Project Budget, the Plans, the Construction Contract (if any), the Architect’s Architect‟s Agreement, and any other agreements that Bank determines are material to the construction of the Improvements. (vif) The Deed of Trust shall have been recorded. (vii) UCC-1 financing statement(s) covering the Personal Property shall have been filed where appropriate and, if required by Bank, Bank shall have received satisfactory evidence that there are no other liens on such Personal Property, except as otherwise agreed to by Bank. (viiig) If required by Bank, Bank shall have received a list of the names and addresses of all suppliers, laborers and subcontractors with whom agreements in excess of $75,000 (“Major Contracts”) have been made with Contractor and/or Borrower to deliver materials and/or perform work on the Improvements. (bh) Such evidence as Bank may require evidencing expenditure of Borrower‟s Equity on Project costs in accordance with this Agreement is at least [$ ] [CHECK]. (i) [The entire amount of the City Loan and $1,500,000 of the County Loan shall have been fully disbursed by the City and the County, as applicable, to or for the account of Borrower and applied towards Project costs.] [CHECK: CONFIRM TIMING OF FUNDING OF SUBORDINATE LOANS] (j) [[$ ] [CHECK] of the Sponsor Infill Loan designated for payment of infrastructure costs and [$ ] [CHECK] of the Sponsor AHSC Loan designated for payment of [ ] [CHECK] costs shall have been fully disbursed by Sponsor to or for the account of Borrower and applied towards such costs, as applicable.] [CHECK: CONFIRM PORTION OF SPONSOR LOANS FUNDED AT CLOSING] (k) Any special conditions set forth in the Special Conditions attached hereto as Exhibit C shall have been satisfied. 5.1.2 Upon satisfaction of the conditions contained in the “CONDITIONS PRECEDENT TO CLOSING OF THE LOAN” Section Sections 4.1, 4.2 and 5.1.1, Bank, on behalf of this Agreement and “Initial Disbursement” aboveGovernmental Lender, Bank shall disburse make an Advance in accordance with the Project Budget and the Disbursement Schedule the amounts necessary to pay all costs, charges and expenses incurred or to be incurred (as estimated by Bank) in connection with the Borrower Loan or payable pursuant to this Agreement or the other Borrower Loan Documents, excluding direct costs of labor and materials related to the Improvements, but including without limitation, the Loan Fee, service charges, title charges, tax and lien service charges, recording fees, escrow fees, appraisal fees, legal fees, real property taxes and assessments, insurance premiums, premiums any amounts required to pay existing encumbrances affecting the Property, and any amounts required to complete purchase of the Real Property. (c) Borrower covenants that it will have submitted its first Draw Request for all disbursements allowed under this Agreement (based on the percentage of completion of the construction of the Improvements as of February 28, 2015) no later than thirty (30) calendar days following the Closing Date.