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"Disbursement/Change Order Approval Notice". Agency/City shall have the right, but not the obligation, to discontinue processing Draw Requests unless and until receipt of notification from the other of approval or disapproval of each outstanding Draw Request. 608. Manner of Disbursement. Agency/City may make any disbursement by check payable to Developer; or on a voucher basis; or by check payable jointly to Developer and any contractor, subcontractor or other claimant; or directly to any such claimant; or by any other means reasonably selected by Agency/City. 609. Cost Overruns. In the event that, at any time and for any reason, (a) the actual cost reasonably estimated by Agency/City or Developer to be required to complete all matters included in any line item in the Project Budget exceeds the amount allocated to that line item in the Project Budget, (b) Project Costs for any matters not covered by a specific line item have been or will be incurred, or (c) the undisbursed portion of the proceeds of the Loans is or may be insufficient to pay all Project Costs for construction of the Improvements that may be payable under the Agency/City Loan Documents or otherwise in connection with the construction, Developer shall, within ten (10) days after it receives written notice thereof from Agency/City of any of the foregoing matters, do one or more of the following: (a) provide satisfactory evidence to Agency/City that Developer has previously paid such excess Project Costs or otherwise provided for such insufficiency (collectively, the "Excess Cost") with funds from a source other than the Agency/City Loan; (b) reallocate sufficient funds to pay the Excess Cost from funds allocated to "Contingency" in the Project Budget; provided, however, that the Executive Director's consent to any such reallocation shall be required; or (c) deposit an amount equal to the Excess Cost in a non-interest bearing account ("Overrun Account") with Agency/City from which withdrawals may be made only with the consent of the Executive Director but which will be exhausted prior to any further disbursement for any line item, so that any resulting surplus in any line item of the Project Budget will then be reallocated to the line item(s) in which the Excess Costs are expected to be incurred. Agency/City shall have no obligation to make further disbursements under the Loans until Developer has paid or otherwise provided for all Excess Costs as required above. Amounts deposited by Developer in the Overrun Account for any Excess Costs shall be disbursed by Agency/City prior to the disbursement of any remaining Agency Loan or City Loan proceeds in the manner described in subdivision (c), above. 610. Cost Savings. Subject to Section 609, upon completion of and disbursement for all matters covered by any line items in the Project Budget, any remaining undisbursed amounts allocated to that line item shall be retained by the City, with a corresponding reduction in the principal amount of the Loans. 611. Retainage. Agency/City will withhold a "Retainage" of 10% from each Disbursement for each of the hard cost line items of the Project Cost breakdown (and other line items thereof designated for withholding of retainage) set forth in the Project Budget until all conditions to the final disbursement of proceeds of the Loans have been satisfied. In lieu of Agency/City's withholding the Retainage, Developer can by written notice to Agency/City elect not to draw any DOCSOC/ I469583v5/200272-0003 26