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Developer under this Agreement, the License Agreement, the Developer Deferred Note, the Developer Deferred (Second) Deed of Trust, the Developer Construction Note or the Developer Construction (Third) Deed of Trust. 3.06 Assumption of Agency Loans. Each of Developer Deferred Note and the Developer Construction Note shall be due on sale, exchange, transfer, or encumbrance and shall not be assignable or assumable by successors and assigns of Developer without the consent of the Agency (at Agency's sole discretion). 3.07 Disbursement of the Agency Loans. (a) Subject to the prior satisfaction of the "Conditions to Disbursement" (as set forth in Section 3.11 hereof), the Agency Deferred Loan, which consists of the deferral by Agency of receipt of a portion of the Purchase Price (in the form of acceptance of the Developer Deferred Note as a portion of the Purchase Price), shall be accomplished at closing. (b) Subject to the prior satisfaction of the "Conditions to Disbursement" (as set forth in Section 3.11 hereof), the proceeds of the Agency Construction Loan shall be disbursed as follows: the Agency shall disburse to the Developer amounts incurred for construction of the Required Parking Structure and payable by Developer to (or paid by Developer to) third parties unrelated to the Developer. In no event shall the foregoing portion of this Section 3.07, or any other portion of this Agreement, be deemed to authorize or approve the commitment of any Agency funds in excess of the Maximum (Construction) Agency Loan Amount (excepting only the Deferred Amount under Section 3.O7[a] hereof). Any submittal by Developer hereunder shall include a detailed description of the expenditures for which a disbursement is requested, including an itemization of the costs incurred, together with statements or invoices from third parties and a Developer Disbursement Certificate, and such information as the Executive Director may deem necessary or convenient for the determination or verification of Verified Parking Structure Expenditures. The Executive Director shall, in his discretion, evaluate all materials submitted, and shall determine based upon such information as well as information and recommendations as may be made by Agency staff, the timing and amounts of disbursements hereunder. The Developer shall submit complete original documentation accompanying any request for disbursement, and shall • cooperate fully with the Executive Director and his designees in connection with the review of such submittals, the submittal of such additional material as may be requested by the Executive Director, and the conduct of such on -site inspections as shall be deemed necessary or convenient by the Executive Director or his designee for the purposes of this Agreement. Disbursements shall be made by Agency no more frequently than once each calendar month. A ten percent (10 %) holdback or retention shall be applied as against each request and disbursement of such retained amounts shall not be accomplished until the Required Parking Structure has been completed on a lien -free basis (as determined by the Executive Director). 3.08 Developer Notes and Security for Agency Loans. The Agency Deferred Loan shall be evidenced by the Developer Deferred Note and secured by the Developer Deferred (Second) Deed of Trust. The Agency Construction Loan shall be evidenced by the Developer Construction Note and secured by the Developer Construction (Third) Deed of Trust. 13 D005OC1746041 v4124258.0002