Common use of Direct Advances to Third Parties Clause in Contracts

Direct Advances to Third Parties. Lender may make, at Lender’s option, any or all Advances directly or through the Title Company to (i) any Contractor, as applicable, for construction expenses which shall theretofore have been approved by Lender and for which Borrower shall have failed to make payment after receipt by Borrower of such applicable Advance, (ii) Borrower’s Architect to pay its fees to the extent funds are allocated thereto in the Building Loan Budget if Borrower shall have failed to do so, (iii) the Construction Consultant to pay its fees, (iv) Lender’s counsel to pay its fees, (v) to pay (x) any installment of interest due under the Note, (y) any expenses incurred by Lender which are reimbursable by Borrower under the Loan Documents (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses and other fees and expenses incurred by Lender), provided that Borrower shall theretofore have received notice from Lender that such expenses have been incurred and Borrower shall have failed to reimburse Lender for said expenses beyond any grace periods provided for said reimbursement under the Note, this Agreement or any of the other Loan Documents, or (z) following the occurrence and continuation of an Event of Default, any other sums due to Lender under the Note, this Agreement or any of the other Loan Documents, all to the extent that the same are not paid by the respective due dates thereof, and (vi) any other Person to whom Lender in good faith determines payment is due and any portion of the Loan so disbursed by Lender shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. The execution of this Agreement by Borrower shall, and hereby does, constitute an irrevocable authorization so to advance the proceeds of the Loan directly to any such Person or through the Title Company to such Persons in accordance with this Section 2.14.4 as amounts become due and payable to them hereunder and any portion of the Loan so disbursed by Lender shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. No further authorization from Borrower shall be necessary to warrant such direct Advances to such relevant Person, and all such Advances shall satisfy pro tanto the obligations of Lender hereunder and shall be secured by the Mortgage and the other Loan Documents as fully as if made directly to Borrower.

Direct Advances to Third Parties. Lender may make, at At Lender’s option, but subject to the provisions of Section 4.1.22(c), Lender may make any or all Additional Advances directly or through the Title Company to (i) General Contractor or any Contractor, as applicable, Major Trade Contractor for construction expenses which shall theretofore have been approved by Lender and for which Borrower shall have failed to make payment after receipt by Borrower of such applicable Advancepayment, (ii) Borrower’s Architect to pay its fees to the extent funds are allocated thereto in the Building Loan Budget if Borrower shall have failed to do soProject Budget, (iii) the Construction Consultant to pay its feesfees and disbursements, (iv) Lender’s counsel to pay its feesfees and disbursements, (v) to itself to pay (xA) any installment of interest due under the Building Loan Note, (yB) any expenses incurred by Lender which are reimbursable by Borrower under the Building Loan Documents (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses and other fees and expenses incurred by such Lender), provided that Borrower shall theretofore have received notice from Lender that such expenses have been incurred and Borrower shall have failed to reimburse Lender for said expenses beyond any grace periods provided for said reimbursement under the Building Loan Note, this Agreement or any of the other Building Loan Documents, or (zC) following the occurrence and continuation of an Event of Default, any other sums due to any Lender under the Building Loan Note, this Agreement or any of the other Building Loan Documents, all to the extent that the same are not paid by the respective due dates thereof, (vi) to pay Taxes and/or Insurance Premiums, and (vivii) any other Person to whom Lender in good faith determines payment is due and any portion of the Building Loan so disbursed by Lender shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. The execution of this Agreement by Borrower Bxxxxxxx shall, and hereby does, constitute an irrevocable authorization so to advance the proceeds of the Building Loan directly to any such Person or through the Title Company to such Persons in accordance with this Section 2.14.4 2.20(c) as amounts become due and payable to them hereunder and any portion of the Building Loan so disbursed by Lender shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. No further authorization from Borrower shall be necessary to warrant such direct Additional Advances to such relevant Person, and all such Additional Advances shall satisfy pro tanto the obligations obligation of Lender hereunder and shall be secured by the Building Loan Mortgage and the other Building Loan Documents as fully as if made directly to Borrower.

Direct Advances to Third Parties. Lender may make, at Lender’s option, make any or all Construction Loan Advances directly or through the Title Company to (ia) Construction Manager or any Major Contractor, as applicable, for construction expenses which shall theretofore have been approved by Lender and for which Borrower Borrowers shall have failed to make payment after receipt by Borrower Borrowers of such applicable Construction Loan Advance, (iib) Borrower’s Architect the Architect, to pay its fees to the extent funds are allocated thereto in the Building Loan Budget if Borrower and for which Borrowers shall have failed to do somake payment after receipt by Borrowers of such applicable Construction Loan Advance, (iiic) the Construction Consultant Consultant, to pay its fees, (ivd) Lender’s counsel counsel, to pay its fees, (ve) the Administrative Agent, to pay its Administrative Agent Fee, (f) Lender, to pay (xi) any installment of interest due under the NoteUnused Advance Fee, (yii) any expenses incurred by Lender which are reimbursable by Borrower Borrowers under the Loan Documents (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses and other fees and expenses incurred by Lender)Documents, provided that Borrower Borrowers shall theretofore have received notice from Lender that such expenses have been incurred and Borrower Borrowers shall have failed to reimburse Lender for said expenses beyond any grace periods provided for said reimbursement under the Note, this Agreement or any of the other Loan Documents, or and/or (ziii) following the occurrence and continuation during the continuance of an Event of Default, any other sums due to Lender under the NoteNotes, this Agreement or any of the other Loan Documents, all to the extent that the same are not paid by the respective due dates thereofthereof (including any applicable grace periods), and in each case subject to the approval of Lender, and (vig) any other Person to whom Lender in good faith determines payment is due and any portion of to the extent provided in the Loan so disbursed by Lender shall be deemed disbursed as Budget, after written notice to Borrowers and Borrowers failure to make such payment within ten (10) Business Days following such notice, subject to Borrowers’ right to dispute any such payment in accordance with the terms and provisions of the date on which the Person to whom payment is made receives the samethis Agreement. The execution of this Agreement by Borrower Borrowers shall, and hereby does, constitute an irrevocable authorization to so to advance the proceeds of the Construction Loan directly to any such Person or through Persons described in the Title Company to such Persons in accordance with this Section 2.14.4 foregoing clauses (a) – (g), above, as amounts become due and payable to them hereunder and any portion of the Loan so disbursed by Lender shall be deemed disbursed as of the date on which the Person to whom payment is made receives the samehereunder. No further authorization from Borrower Borrowers or any other Person shall be necessary to warrant such direct Construction Loan Advances to such relevant Personas provided in this Section 3.7, and all such Construction Loan Advances shall satisfy pro tanto the obligations of Lender hereunder and shall be secured by the Mortgage and the other applicable Loan Documents as fully as if made directly to BorrowerBorrowers.

Direct Advances to Third Parties. During the continuance of an Event of Default, Agent may direct Lender may to make, at LenderAgent’s option, any or all Advances directly or through the Title Company to (i) any Contractor, as applicable, for construction expenses which shall theretofore have been approved by Lender and for which Borrower shall have failed to make payment after receipt by Borrower of such applicable Advance, (ii) Borrower’s Architect to pay its fees to the extent funds are allocated thereto in the Building Loan Budget if Borrower shall have failed to do soArchitect, (iii) the Construction Consultant to pay its fees, (iv) Agent’s or Lender’s counsel to pay its fees, and (v) to pay (x) any installment of interest due under the Note, (y) any expenses incurred by Agent or Lender which are reimbursable by Borrower under the Loan Documents (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses and other fees and expenses incurred by Agent or Lender), provided that Borrower shall theretofore have received notice from Lender that such expenses have been incurred and Borrower shall have failed to reimburse Lender for said expenses beyond any grace periods provided for said reimbursement under the Note, this Agreement or any of the other Loan Documents, or (z) following the occurrence and continuation of an Event of Defaulty), any other sums due to Agent or Lender under the Note, this Agreement or any of the other Loan Documents, all to the extent that the same are not paid by the respective due dates thereof, and (vi) any other Person to whom Lender in good faith Agent reasonably determines payment is due and any due. Any portion of the Loan so disbursed by Lender as set forth above shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. The execution of this Agreement by Borrower shall, and hereby does, during the continuance of an Event of Default, constitute an irrevocable authorization so to advance the proceeds of the Loan directly to any such Person or through the Title Company to such Persons in accordance with this Section 2.14.4 2.12.4 as amounts become due and payable to them hereunder and any portion of the Loan so disbursed by Lender shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. No further authorization from Borrower shall be necessary to warrant such direct Advances to such relevant Person, and all such Advances shall satisfy pro tanto the obligations of Lender hereunder and shall be secured by the Mortgage and the other Loan Documents as fully as if made directly to Borrower.

Direct Advances to Third Parties. Lender may make, at Lender’s option, make any or all Construction Loan Advances directly or through the Title Company to (ia) General Contractor or any Major Contractor, as applicable, for construction expenses which shall theretofore have been approved by Lender and for which Borrower Borrowers shall have failed to make payment after receipt by Borrower Borrowers of such applicable Construction Loan Advance, (iib) Borrower’s Architect the Architect, to pay its fees to the extent funds are allocated thereto in the Building Loan Budget if Borrower and for which Borrowers shall have failed to do somake payment after receipt by Borrowers of such applicable Construction Loan Advance, (iiic) the Construction Consultant Consultant, to pay its fees, (ivd) Lender’s counsel counsel, to pay its fees, (ve) the Administrative Agent, to pay its Administrative Agent Fee, (f) Lender, to pay (xi) any installment of interest due under the NoteUnused Advance Fee, (yii) any expenses incurred by Lender which are reimbursable by Borrower Borrowers under the Loan Documents (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses and other fees and expenses incurred by Lender)Documents, provided that Borrower Borrowers shall theretofore have received notice from Lender that such expenses have been incurred and Borrower Borrowers shall have failed to reimburse Lender for said expenses beyond any grace periods provided for said reimbursement under the Note, this Agreement or any of the other Loan Documents, or and/or (ziii) following the occurrence and continuation during the continuance of an Event of Default, any other sums due to Lender under the NoteNotes, this Agreement or any of the other Loan Documents, all to the extent that the same are not paid by the respective due dates thereofthereof (including any applicable grace periods), and in each case subject to the approval of Lender, and (vig) any other Person to whom Lender in good faith determines payment is due and any portion of to the extent provided in the Loan so disbursed by Lender shall be deemed disbursed as Budget, after written notice to Borrowers and Borrowers failure to make such payment within ten (10) Business Days following such notice, subject to Borrowers’ right to dispute any such payment in accordance with the terms and provisions of the date on which the Person to whom payment is made receives the samethis Agreement. The execution of this Agreement by Borrower Borrowers shall, and hereby does, constitute an irrevocable authorization to so to advance the proceeds of the Construction Loan directly to any such Person or through Persons described in the Title Company to such Persons in accordance with this Section 2.14.4 foregoing clauses (a) — (g), above, as amounts become due and payable to them hereunder and any portion of the Loan so disbursed by Lender shall be deemed disbursed as of the date on which the Person to whom payment is made receives the samehereunder. No further authorization from Borrower Borrowers or any other Person shall be necessary to warrant such direct Construction Loan Advances to such relevant Personas provided in this Section 3.7, and all such Construction Loan Advances shall satisfy pro tanto the obligations of Lender hereunder and shall be secured by the Mortgage and the other applicable Loan Documents as fully as if made directly to BorrowerBorrowers.

Direct Advances to Third Parties. Lender may make, at Lender’s option, any or all Advances directly or through the Title Company to (i) any Contractor, as applicable, for construction expenses which shall theretofore have been approved by Lender and for which Borrower shall have failed to make payment after receipt by Borrower of such applicable Advance, (ii) Borrower’s Architect to pay its fees to the extent funds are allocated thereto in the Building Loan Budget if Borrower shall have failed to do so, (iii) the Construction Consultant to pay its fees, (iv) Lender’s counsel to pay its fees, (v) to pay (x) any installment of interest due under the Note, (y) any expenses incurred by Lender which are reimbursable by Borrower under the Loan Documents (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses and other fees and expenses incurred by Lender), provided that Borrower shall theretofore have received notice from Lender that such expenses have been incurred and Borrower shall have failed to reimburse Lender for said expenses beyond any grace periods provided for said reimbursement under the Note, this Agreement or any of the other Loan Documents, or (z) following the occurrence and continuation of an Event of Default, any other sums due to Lender under the Note, this Agreement or any of the other Loan Documents, all to the extent that the same are not paid by the respective due dates thereof, and (vi) any other Person to whom Lender in good faith determines payment is due and any portion of the Loan so disbursed by Lender shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. The execution of this Agreement by Borrower shall, and hereby does, constitute an irrevocable authorization so to advance the proceeds of the Loan directly to any such Person or through the Title Company to such Persons in accordance with this Section 2.14.4 as amounts become due and payable to them hereunder and any portion of the Loan so disbursed by Lender shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. No further authorization from Borrower shall be necessary to warrant such direct Advances to such relevant Person, and all such Advances shall satisfy pro tanto the obligations of Lender hereunder and shall be secured by the Mortgage and the other Loan Documents as fully as if made directly to Borrower.60