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Attachment C DISBURSING AGREEMENT (Owner Equity) Project: Westwood Village, City of Roseville THIS AGREEMENT is made and entered into as of this day of , 2009, by and among Commercial Partners Title, LLC, a Minnesota limited liability company (hereinafter referred to as "Title") and the City of Roseville, a Minnesota municipal corporation (referred to as the "City") and Westwood Village Association, Inc., a Minnesota nonprofit corporation (the "Association"). RECITAL S : The City has established the Westwood Village I Housing Improvement Area (the "Housing Improvement Area") pursuant to Minnesota Statutes, Sections 428A.11 to 428A.21 (the "Housing Improvement Act"), which area comprises the property described on attached Exhibit A. Pursuant to the Housing Improvement Act, the City will issue its Taxable General Obligation Housing Improvement Area Bonds (the `Bonds") in order to finance certain housing improvements (the "Housing Improvements") within the Housing Improvement Area. The City has entered into a Development Agreement with the Association dated , 2009 (the "Development Agreement"), under which the City will issue the Bonds and the Association will construct the Housing Improvements financed by net proceeds of the Bonds. The City desires that Title disburse the funds that City may advance from proceeds of the Bonds in connection with the construction of the Housing Improvements within the Housing Improvement Area, and Title is willing to do so on the terms and subject to the conditions hereinafter set forth. For the purposes of this Agreement, all costs of the Housing Improvements (as defined in the Development Agreement) are referred to as "Project Costs." Capitalized terms not otherwise defined herein have the meaning provided in the Development Agreement. NOW, THEREFORE, in consideration of the covenants set forth in this agreement and other good and valuable consideration, the receipt and the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Deposits with Title. City will deposit with Title from time to time funds in amounts to be determined and pursuant to the provisions of this Agreement. 2. Purposes of Disbursements. Subject to the terms of this Agreement, Title is authorized and directed to disburse the funds deposited hereunder to: