Disbursements. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit issued by it and shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by hand delivery or electronic transmission of a “pdf” or similar copy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Disbursements. The Firm bills its clients for cost advances on the client’s behalf for items such as filing fees, transcript and deposition fees, and expert witness fees. Where the expenses involve payment to persons outside the firm, we may request that AVRS pay those expenses directly. Further, it may be necessary to incur expenses for items such as photocopying, messengers, overnight mail, postage, deposition transcription, telephone, facsimile, computerized legal research, and staff overtime. Similarly, matters may require travel, lodging and meals. These types of expenses are billed as incurred in handling your matter and such expenses will be separately itemized on our billing statements. Some of these expenses represent only out-of-pocket costs, while others include an allocation of overhead costs associated with the items, or a combination of both factors. The amounts of the charges are reconsidered periodically, and you will be responsible for paying the charges in effect when they are incurred. The Firm shall obtain AVRS’s approval before incurring any out-of-pocket expenses in excess of $500.00.

Immediately upon the issuance of each Letter of Credit, each [[Organization C:Organization]] shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from [[Organization B:Organization]] a participation in such Letter of Credit and each drawing thereunder in an amount equal to such [[Organization C:Organization]]'s Revolver A Commitment Percentage of the Maximum Face Amount of such Letter of Credit and the amount of such drawing, respectively.

Monthly Disbursements. From time to time, if Tenant desires disbursement of any portion of the Tenant Improvement Allowance, Tenant shall deliver to Landlord, on or before the fifteenth (15th) day of the month (and not more often than once per month) the following: # an Application and Certificate for Payment (AIA Document G702) (“Application for Payment”) signed by Tenant’s Architect, together with an updated schedule of values indicating the portion of the Tenant Improvement Work that has been completed and the portion that has not been completed as of the date of the request for payment; # an updated Budget setting forth in reasonable detail # a computation of the total costs of performing the Tenant Improvements incurred by Tenant during the prior month (including costs related to Plan Modifications) and # the cumulative Tenant Improvement costs incurred through the end of such month; # a calculation of the portion of the request for payment due Tenant’s Contractor that is Landlord’s Share (as defined below in this [Section 6.5.1]); # invoices from all of Tenant’s Agents for labor rendered and materials delivered to the Premises; # executed conditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents included in the Application for Payment, together with unconditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents with respect to payments made by Landlord pursuant to Tenant’s prior submission of an Application for Payment, which shall comply with the appropriate provisions of California Civil Code Sections 8132 and 8134; and # all other information reasonably requested by Landlord or Landlord’s lender to support the disbursement. Tenant’s request for payment shall constitute Tenant’s representation to Landlord that, without limiting any warranty or other similar claims that Tenant may have against Tenant’s Contractor or Tenant’s Agents, Tenant has accepted and approved for payment the work furnished and/or materials supplied as set forth in the Application for Payment, and that the amount requested constitutes payment for Permitted Allowance Items that have been incurred by Tenant or are currently owing to Tenant’s Contractor or Tenant’s Agents. Provided that the Lease is then in full force and effect and Tenant is not in default of any of its obligations under the Lease, including this Agreement, within forty-five (45) days after receipt of the foregoing, Landlord shall deliver a check to Tenant made payable to Tenant’s Contractor or as otherwise directed in writing by Tenant, in payment of the lesser of: # Landlord’s Share, if applicable, of the Permitted Allowance Items shown in the applicable Application for Payment, after first deducting any amounts payable pursuant to [Sections 2.2.7 and 6.3]3] above, and # the balance of any remaining available portion of the Tenant Improvement Allowance (excluding the Final Retention), provided that Landlord may withhold from such disbursement amounts attributable to work that Landlord reasonably determines does not comply with the Approved TI Construction Drawings, as amended by Plan Modifications approved by Landlord. “Landlord’s Share” shall be the proportion that the Tenant Improvement Allowance bears to the estimated total cost of the Tenant Improvements as reflected in the current Budget. For example, if the estimated total cost of the Tenant Improvements in the current Budget is if the estimated total cost of the Tenant Improvements changes during the course of construction due to changes in the scope of the work, increased costs of materials, delays, or any other reason, Landlord’s Share shall be appropriately adjusted to reflect the estimated total cost of the Tenant Improvement at the time of each draw request. Landlord’s payment of such amounts shall not be deemed Landlord’s approval

Certain Disbursements/Receipts. The Parties hereto contemplate that, from time to time on or after the Effective Time, a member of a Party’s Group (any such member, the “Paying Party”), as a convenience to a member of the other Party’s Group (the “Responsible Party”), in connection with the transactions contemplated by this Services Agreement, may make certain payments that are properly the responsibility of the Responsible Party (any such payment made, a “Disbursement”). Similarly, from time to time on or after the Effective Time, a member of a Party’s Group (any such member, the “Receiving Party”) may receive from Third Parties certain payments to which a member of the other Party’s Group is entitled (the “Other Party”, and any such payment received, a “Receipt”). Accordingly, with respect to Disbursements and Receipts (each of which shall be subject to [Section 3.4]), the Parties hereto agree as follows.

Disbursements from Replacement Reserve Account. ​ shall disburse to ​ Replacement Reserve Funds (or any portion thereof) from the Replacement Reserve Account from time to time, but not more frequently than once in any thirty (30) day period, upon # satisfaction of the Disbursement Conditions for Capital Expenditures or Replacements, # at ​’s option, delivery to ​ of a title search or title endorsement, in each event at ​’s cost, indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by ​, and # at ​’s option, if the cost of the Replacements exceeds $25,000.00, delivery to ​ of a report, at ​’s cost, satisfactory to ​ in its reasonable discretion from an architect or engineer approved by ​ in respect of such architect or engineer’s inspection of the Replacements. ​ shall have paid all invoices with respect to which a disbursement is requested or, at the request of ​, if ​ is requesting a payment rather than a reimbursement of all such costs, ​ shall issue joint checks, payable to ​ and the contractor (or a direct payment directly to such contractor), supplier, materialman, mechanic, subcontractor or other party to whom payment is due. In the case of payments made by joint check or direct payment, ​ may require a conditional waiver of lien from each Person receiving payment prior to ​’s disbursement. Any lien waiver (conditional or otherwise) delivered hereunder shall conform to the requirements of applicable law and shall cover all work performed and materials supplied (including equipment and fixtures) for the Property by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (or, if payment to such contractor, supplier, subcontractor, mechanic or materialmen is to be made by a joint check, the release of lien shall be effective through the date covered by the previous release of funds request). During a Trigger Period, ​ may require that any disbursement for costs that have not been previously paid by ​ (as demonstrated by evidence acceptable to ​) be made either directly to the contractor, vendor or supplier (if any) or, at ​’s option, by two-party check jointly to ​ and such Person. ​ shall not be required to disburse Replacement Reserve Funds in an amount less than $5,000 (or a lesser amount if the total amount remaining in the Replacement Reserve Account is less than $5,000). ​ may require an inspection of the Property at ​’s expense prior to making a monthly disbursement in order to verify completion of replacements and repairs of items in excess of $25,000.00 for which reimbursement is sought.

“Other Permitted LC Facility LC Disbursements” means “LC Disbursements” or any similar or analogous definition under the documents evidencing any Other Permitted LC Facility.

and shall notify the Issuing Bank by telephone (confirmed by telecopy or e-mail) of such selection not later than the time set forth in [Section 2.05(d)] prior to the scheduled date of such reimbursement; provided that each reimbursement of LC Disbursements in Dollars shall be applied to repay any outstanding and unreimbursed ABR LC Disbursements before any other LC Disbursements. If the Borrower fails to make a timely selection of the outstanding LC Disbursement or LC Disbursements to be reimbursed, such payment shall be applied to reimburse outstanding LC Disbursements in the same Currency and, solely in the case of any such payment in Dollars, first, to pay any outstanding ABR LC Disbursements and, second, to other outstanding LC Disbursements in the order of the remaining duration of their respective Interest Periods (the LC Disbursement with the shortest remaining Interest Period to be repaid first).

Section # Disbursements 32

“Same Day Funds” means # with respect to disbursements and payments in Dollars, immediately available funds, and # with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

All reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3 hereof, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.

“Attorney Costs” means all reasonable and documented in reasonable detail fees, expenses and disbursements of any law firm or other external legal counsel.

“Term Benchmark Banking Day” means for Term Benchmark LC Disbursements, interest, fees, commissions or other amounts denominated in, or calculated with respect to:

Costs and Expenses. The Borrower hereby reaffirms its agreement under the Loan Agreement to pay or reimburse the Lender on demand for all reasonable costs and expenses incurred by the Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all reasonable fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto.

Section # Compensation of Escrow Agent. The Escrow Agent shall be entitled to payment from the Fund for customary fees and expenses for all services rendered by it hereunder as set forth in [Exhibit B] (as such fees may be adjusted from time to time). The Fund shall reimburse the Escrow Agent on demand for all loss, liability, damage, disbursements, advances or expenses paid or incurred by it in the administration of its duties hereunder, including, but not limited to, all counsel, advisors' and agents' fees and disbursements and all taxes or other governmental charges.

From and after Completion, within thirty (30) days after the end of each calendar quarter during the continuance of a Trigger Period, a schedule (together with supporting detail reasonably satisfactory to ​) reconciling # the aggregate amount of Operating Expense Monthly Disbursements during such calendar quarter and # the actual Operating Expenses incurred during such calendar quarter, and to the extent ​ determines in its reasonable discretion that Operating Expenses actually incurred in such quarter were less than the amount of Operating Expense Monthly Disbursements disbursed to ​ for such quarter, then ​ may in its reasonable discretion either # decrease the amount to be disbursed for payment of Operating Expense Monthly Disbursements for the following month (or, if necessary, months) in an amount necessary to reflect such difference or # require that ​, within ten (10) days following written request, deposit into the Lockbox Account an amount equal to such difference;

If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other ​ to the extent necessary so that the benefit of all such payments shall be shared by the ​ ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that # if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and # the provisions of this paragraph # shall not be construed to apply to any payment made by a Borrower

2B(8)(i) and any Delayed Delivery Fee due pursuant to [Section 2B(8)(ii)] and, without limiting the provisions of [Section 15.1], the fees, charges and disbursements of the Purchasers’ special counsel.

(including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under [Article III]), ratably among them in proportion to the amounts described in this clause Second payable to them;