Common use of Direct Advances Clause in Contracts

Direct Advances. Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise noted) to (i) advance Loan funds directly to Lenders to pay interest due on the Loan, and (ii) advance and directly apply the proceeds of any advance to the satisfaction of any of Borrower’s obligations under any of the Loan Documents, even though Borrower did not include that amount in a Draw Request and/or no Default exists. Each such direct advance (except for application of a Borrower’s Deposit) shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan Documents. Notwithstanding the foregoing, unless Borrower pays such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent may advance Loan funds pursuant to this Section for interest payments as and when due to the extent of any interest reserve created for such purposes. Nothing contained in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan funds in the Budget for interest shall not affect Borrower’s absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent may hold, use, disburse and apply the Loan and the Borrower’s Deposit for payment of any obligation of Borrower under the Loan Documents. Borrower hereby assigns and pledges the Loan Proceeds and any Borrower’s Deposit to Administrative Agent for itself and for the benefit of Lenders for such purposes. Administrative Agent on behalf of Lenders may advance and incur such expenses as Administrative Agent deems necessary for the completion of the Improvements and to preserve the Property, and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Loan Documents and shall be payable to Administrative Agent on behalf of Lenders on demand. Administrative Agent on behalf of Lenders may disburse any portion of any advance at any time, and from time to time, to persons other than Borrower for the purposes specified in this Section and the amount of advances to which Borrower shall thereafter be entitled shall be correspondingly reduced.

Direct Advances. Borrower Borrowers hereby irrevocably authorizes authorize Administrative Agent on behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise notedobligation) to (i) advance Loan funds directly to Lenders to pay interest due on the Loan, and (ii) advance and directly apply the proceeds of any advance Advance to the satisfaction of any of Borrower’s Borrowers’ obligations under any of the Loan Documents, even though Borrower Borrowers did not include that amount in a Draw an Advance Request and/or no Default exists. Each such direct advance (except for application of a Borrower’s Deposit) Advance shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan Documents. Notwithstanding the foregoing, unless Borrower pays Unless Borrowers pay such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent may advance Loan funds pursuant to this Section for interest payments as and when due to the extent of any interest reserve created for such purposesdue. Nothing contained in this Agreement shall be construed to permit Borrower Borrowers to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan funds in the Budget for interest shall not affect Borrower’s absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent may hold, use, disburse and apply the Loan and the Borrower’s Deposit for payment of any obligation of Borrower Borrowers under the Loan Documents. Borrower Borrowers hereby assigns assign and pledges pledge the proceeds of the Loan Proceeds and any Borrower’s Deposit to Administrative Agent for itself and for the ratable benefit of Lenders for such purposes. During the continuance of a Default, Administrative Agent on behalf of Lenders may advance and incur such expenses as Administrative Agent deems necessary for the completion of the Improvements and to preserve the PropertyCollateral, and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Loan Documents and shall be payable to Administrative Agent on behalf of Lenders on demand. Administrative Agent on behalf of Lenders may disburse any portion of any advance Advance at any time, and from time to time, to persons Persons other than Borrower Borrowers for the purposes specified in this Section and the amount of advances Advances to which Borrower Borrowers shall thereafter be entitled shall be correspondingly reduced.

Direct Advances. Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise notedobligation) to (i) advance Loan funds directly to Lenders to pay interest due on the Loan, and (ii) advance and directly apply the proceeds of any advance Advance to the satisfaction of any of Borrower’s 's obligations under any of the Loan Documents, even though Borrower did not include that amount in a Draw an Advance Request and/or no Default exists. Each such direct advance (except for application of a Borrower’s Deposit) Advance shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan Documents. Notwithstanding the foregoing, unless Unless Borrower pays such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent may advance Loan funds pursuant to this Section for interest payments as and when due to the extent of any interest reserve created for such purposesdue. Nothing contained in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan funds in the Budget for interest shall not affect Borrower’s absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent may hold, use, disburse and apply the Loan and the Borrower’s Deposit for payment of any obligation of Borrower under the Loan Documents. Borrower hereby assigns and pledges the proceeds of the Loan Proceeds and any Borrower’s Deposit to Administrative Agent for itself and for the benefit of Lenders for such purposes. Administrative Agent on behalf of Lenders may advance and incur such expenses as Administrative Agent deems necessary for the completion of the Improvements and to preserve the Property, and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Loan Documents and shall be payable to Administrative Agent on behalf of Lenders on demand. Administrative Agent on behalf of Lenders may disburse any portion of any advance Advance at any time, and from time to time, to persons Persons other than Borrower for the purposes specified in this Section and the amount of advances Advances to which Borrower shall thereafter be entitled shall be correspondingly reduced.

Direct Advances. (a) At Lender’s option, during the existence of an Event of Default, Lender may make any or all Advances directly to any of the Trade Contractors for Project Costs which shall theretofore have been approved by Lender and for which Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise noted) failed to (i) advance Loan funds directly to Lenders to pay interest due on make payment and the Loanexecution of this Agreement by Borrower shall, and (ii) hereby does, constitute an irrevocable authorization to so advance and directly apply the proceeds of any advance the Future Funding directly to the satisfaction of any of Borrower’s obligations under any of the Loan Documents, even though Trade Contractors. No further authorization from Borrower did not include that amount in a Draw Request and/or no Default exists. Each such direct advance (except for application of a Borrower’s Deposit) shall be added necessary and all such Advances shall satisfy the obligations of Lender hereunder with respect to the outstanding principal balance of the Loan such Advance and shall be secured by the Loan Documents. Notwithstanding Security Instrument as fully as if made directly to Borrower. (b) At Lender’s option, during the foregoing, unless Borrower pays such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing existence of time or giving an Event of notice would become a Default, Administrative Agent Lender may advance Loan funds pursuant make Advances of portions of the proceeds of the Future Funding (i) to this Section for interest payments as any Person to which Lender in good faith determines payment is due and when due to the extent of any interest reserve created for such purposes. Nothing contained (ii) in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan hereunder (if no funds are maintained in the Budget for Interest Reserve Account and such interest shall is not affect Borrower’s absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent may hold, use, disburse and apply the Loan and the Borrower’s Deposit for payment of any obligation of paid by Borrower under the Loan Documents. Borrower hereby assigns and pledges the Loan Proceeds and any Borrower’s Deposit to Administrative Agent for itself and for the benefit of Lenders for such purposes. Administrative Agent on behalf of Lenders may advance and incur such expenses as Administrative Agent deems necessary for the completion of the Improvements and to preserve the Property, and any other security for the Loanwhen due), and such expenses, even though in excess portion of the amount Future Funding shall be deemed disbursed as of the Loandate on which such disbursement is made. The execution of this Agreement by Borrower shall, and hereby does, constitute an irrevocable authorization to so advance the proceeds of the Future Funding. No further authorization from Borrower shall be necessary and all such Advances shall satisfy the obligations of Lender hereunder with respect to such Advance and shall be secured by the Loan Documents Security Instrument as fully as if made directly to Borrower. (c) Borrower shall have the right to contest the validity or application of any of the costs described in Section 3.7(a) and Section 3.7(b) by appropriate legal proceedings, so long as the following shall remain satisfied: (i) such legal proceedings shall be prosecuted with diligence by Borrower and shall be payable operate to Administrative Agent on behalf prevent any taking or closing or shutting down of Lenders on demand. Administrative Agent on behalf of Lenders may disburse the applicable Project, the Property or any portion thereof, by any Governmental Authority or any other Person and has the effect of staying any type of sale or forfeiture of the applicable Project, the Property or any part thereof for failure to comply; (ii) Borrower will have deposited with Lender cash collateral, a bond or such other security reasonably satisfactory to Lender, in each case, on such terms as may be satisfactory to Lender, in its reasonable discretion, in an amount as may be reasonably deemed necessary by Lender, sufficient to pay any fines, penalties, charges and interest thereon which may be awarded or assessed and which may become a Lien upon the Property or any part thereof which may in any way take priority over the Lien of the Security Instrument, and subject to increase at the request of Lender when it determines a greater amount may be required to make such payments; (iii) such proceeding shall not subject Lender or Borrower to any risk of any advance criminal liability; (iv) Borrower shall keep Lender informed on a current basis as to the status and progress of any such proceeding; and (v) Borrower will, upon a final determination of such contest, take all steps necessary to comply with any requirements arising therefrom. If Borrower shall fail at any timetime to comply with the above conditions to contest or the applicable Project, the Property or any part thereof is, in the reasonable judgment of Lender, in any imminent danger of being forfeited or lost or the value of the Property being adversely impacted, Lender may require Borrower to, and from time to timeBorrower will, to persons other than Borrower for thereupon make the purposes specified in this Section and payment which is the amount subject of advances to which Borrower shall thereafter be entitled shall be correspondingly reducedthe contest.

Direct Advances. Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise notedobligation) to (i) advance Loan funds directly to Lenders to pay interest due on the LoanLoan (or to Swap Bank to honor Borrower’s payment obligations to Swap Bank), and (ii) advance and directly apply the proceeds of any advance to the satisfaction of any of Borrower’s obligations Obligations currently due and owing under any of the Loan Documents, even though Borrower did not include that amount in a Draw Request and/or no Default exists. Each such direct advance (except for application of a Borrower’s Deposit) shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan Documents. Notwithstanding the foregoing, unless Unless Borrower pays such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent may advance Loan funds pursuant to this Section 6 for interest payments as and when due to the extent of any interest reserve created for such purposesdue. Nothing contained in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan funds in the Budget for interest shall not affect Borrower’s absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent may hold, use, disburse and apply the Loan and the Borrower’s Deposit for payment of any obligation of Borrower under the Loan Documents. Borrower hereby assigns and pledges the proceeds of the Loan Proceeds and any Borrower’s Deposit to Administrative Agent for itself and for the benefit of Lenders for such purposes. During the continuance of a Default which has not been waived in writing by Administrative Agent, Administrative Agent on behalf of Lenders may advance and incur such expenses as Administrative Agent deems necessary for the completion of the Improvements and to preserve the Property, and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Loan Documents and shall be payable to Administrative Agent on behalf of Lenders on demand. Administrative Agent on behalf of Lenders may disburse any portion of any advance at any time, and from time to time, to persons other than Borrower for the purposes specified in this Section and the amount of advances to which Borrower shall thereafter be entitled shall be correspondingly reduced.

Direct Advances. Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders Lender (but Administrative Agent Lender shall have no obligation unless otherwise notedobligation) to (i) advance Loan funds directly to Lenders itself to pay interest due on the Loan, and (ii) advance and directly apply the proceeds of any advance to the satisfaction of any of Borrower’s obligations under any of the Loan Documents, even though Borrower did not include that amount in a Draw Request and/or no Default exists. Each such direct advance (except for application of a Borrower’s Deposit) shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan Documents. Notwithstanding the foregoing, unless Unless Borrower pays such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent Lender may advance Loan funds pursuant to this Section for interest payments as and when due to the extent of any interest reserve created for such purposesdue. Nothing contained in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan funds in the Budget for interest shall not affect Borrower’s absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent Lender may hold, use, disburse and apply the Loan and the Borrower’s Deposit for payment of any obligation of Borrower under the Loan Documents. Borrower hereby assigns and pledges the proceeds of the Loan Proceeds and any Borrower’s Deposit to Administrative Agent for itself and for the benefit of Lenders Lender for such purposes. Administrative Agent on behalf of Lenders Lender may advance and incur such expenses as Administrative Agent Lender deems necessary for the completion of the Improvements and to preserve the Property, and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Loan Documents and shall be payable to Administrative Agent on behalf of Lenders Lender on demand. Administrative Agent on behalf of Lenders Lender may disburse any portion of any advance at any time, and from time to time, to persons other than Borrower for the purposes specified in this Section and the amount of advances to which Borrower shall thereafter be entitled shall be correspondingly reduced.

Direct Advances. Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise notedobligation) to (i) advance Loan funds directly to Lenders to pay interest due on the Loan, and (ii) advance and directly apply the proceeds of any advance to the satisfaction of any of Borrower’s obligations under any of the Loan Documents, even though Borrower did not include that amount in a Draw Request and/or no Default exists. Each such direct advance (except for application of a Borrower’s Deposit) shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan Documents. Notwithstanding the foregoing, unless Unless Borrower pays such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent may advance Loan funds pursuant to this Section for interest payments as and when due to the extent of any interest reserve created for such purposesdue. Nothing contained in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan funds in the Budget for interest shall not affect Borrower’s absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent may hold, use, disburse and apply the Loan and the Borrower’s Deposit for payment of any obligation of Borrower under the Loan Documents. Borrower hereby assigns and pledges the proceeds of the Loan Proceeds and any Borrower’s Deposit to Administrative Agent for itself and for the benefit of Lenders for such purposes. During the continuance of a Default, Administrative Agent on behalf of Lenders may advance and incur such expenses as Administrative Agent deems necessary for the completion of the Improvements and to preserve the Property, Property and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Loan Documents and shall be payable to Administrative Agent on behalf of Lenders on demand. Administrative Agent on behalf of Lenders may disburse any portion of any advance at any time, and from time to time, to persons other than Borrower for the purposes specified in this Section and the amount of advances to which Borrower shall thereafter be entitled shall be correspondingly reduced.

Direct Advances. Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise notedobligation) to (ia) advance Loan funds directly to Lenders to pay interest due on the Loan, and (iib) advance and directly apply the proceeds of any advance to the satisfaction of any of Borrower’s 's obligations under any of the Loan Documents, even though Borrower did not include that amount in a Draw Request and/or no Event of Default exists. Each such direct advance (except for application advances of a the Borrower’s 's Deposit) shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan Documentscollateral for the Loan. Notwithstanding the foregoing, unless Unless Borrower pays such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent may advance Loan funds pursuant to this Section for interest payments as and when due to the extent of any interest reserve created for such purposesdue. Nothing contained in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan funds in the Budget for interest shall not affect Borrower’s 's absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent may hold, use, disburse and apply the Loan proceeds and the Borrower’s 's Deposit for payment of any obligation of Borrower under the Loan Documents. Borrower hereby assigns and pledges the proceeds of the Loan Proceeds and any Borrower’s 's Deposit to Administrative Agent for itself and for the benefit of Lenders for such purposes. During the continuance of an Event of Default, Administrative Agent on behalf of Lenders may may, after Borrower's failure to timely do so, advance and incur such expenses as Administrative Agent deems necessary for the completion of the Improvements and to preserve the Property, Project and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the collateral for the Loan Documents and shall be payable to Administrative Agent on behalf of Lenders on demand. Administrative Agent on behalf of Lenders may disburse any portion of any advance at any time, and from time to time, to persons Persons other than Borrower for the purposes specified in this Section and the amount of advances to which Borrower shall thereafter be entitled shall be correspondingly reduced.

Direct Advances. Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders Lender (but Administrative Agent Lender shall have no obligation unless otherwise notedobligation) to (i) advance Loan funds directly to Lenders itself to pay interest due on the Loan, and (ii) advance and directly apply the proceeds of any advance to the satisfaction of any of Borrower’s obligations under any of the Loan Documents, even though Borrower did not include that amount in a Draw Request and/or no Default exists. Each such direct advance (except for application of a Borrower’s 's Deposit) shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan Documents. Notwithstanding the foregoing, unless Unless Borrower pays such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent Lender may advance Loan funds pursuant to this Section for interest payments as and when due to the extent of any interest reserve created for such purposesdue. Nothing contained in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan funds in the Budget for interest shall not affect Borrower’s 's absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent Lender may hold, use, disburse and apply the Loan and the Borrower’s 's Deposit for payment of any obligation of Borrower under the Loan Documents. Borrower hereby assigns and pledges the proceeds of the Loan Proceeds and any Borrower’s 's Deposit to Administrative Agent for itself and for the benefit of Lenders Lender for such purposes. Administrative Agent on behalf of Lenders Lender may advance and incur such expenses as Administrative Agent Lender deems necessary for the completion of the Improvements and to preserve the Property, the Permanent Loan Commitment, and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Loan Documents and shall be payable to Administrative Agent on behalf of Lenders Lender on demand. Administrative Agent on behalf of Lenders Lender may disburse any portion of any advance at any time, and from time to time, to persons other than Borrower for the purposes specified in this Section and the amount of advances to which Borrower shall thereafter be entitled shall be correspondingly reduced.

Direct Advances. Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise notedobligation) to (i) advance Loan funds directly to Lenders to pay interest due on the Loan, and (ii) advance and directly apply the proceeds of any advance Advance to the satisfaction of any of Borrower’s 's obligations under any of the Loan Documents, even though Borrower did not include that amount in a Draw an Advance Request and/or no Default exists. Each such direct advance (except for application of a Borrower’s Deposit) Advance shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan Documents. Notwithstanding the foregoing, unless Unless Borrower pays such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent may advance Loan funds pursuant to this Section for interest payments as and when due to the extent of any interest reserve created for such purposesdue. Nothing contained in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan funds in the Budget for interest shall not affect Borrower’s absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent may hold, use, disburse and apply the Loan and the Borrower’s Deposit for payment of any obligation of Borrower under the Loan Documents. Borrower hereby assigns and pledges the proceeds of the Loan Proceeds and any Borrower’s Deposit to Administrative Agent for itself and for the benefit of Lenders for such purposes. Administrative Agent on behalf of Lenders may advance and incur such expenses as Administrative Agent deems necessary for the completion of the Improvements and to preserve any Project in the PropertyCollateral Pool, and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Loan Documents and shall be payable to Administrative Agent on behalf of Lenders on demand. Administrative Agent on behalf of Lenders may disburse any portion of any advance Advance at any time, and from time to time, to persons Persons other than Borrower for the purposes specified in this Section and the amount of advances Advances to which Borrower shall thereafter be entitled shall be correspondingly reduced.

Direct Advances. Mortgage Loan Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise notedobligation) to (i) advance Loan funds directly to Lenders to pay interest then due and payable on the LoanMortgage Loans, and (ii) subsequent to the occurrence and during the continuance of a Default, advance and directly apply the proceeds of any advance to the satisfaction of any of Mortgage Loan Borrower’s obligations under any of the Loan Credit Documents, even though Mortgage Loan Borrower did not include that amount in a Draw Request and/or no Default existsRequest. Each such direct advance (except for application of a Mortgage Loan Borrower’s Deposit) shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan Credit Documents. Notwithstanding the foregoing, unless Unless Mortgage Loan Borrower pays such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent may advance Loan funds Proceeds pursuant to this Section for interest payments as and when due to the extent of any interest reserve created for such purposesdue. Nothing contained in this Agreement shall be construed to permit Mortgage Loan Borrower to defer payment of interest on the Loan Mortgage Loans beyond the date(s) due. The allocation of Loan the Mortgage Loans funds in the Budget for interest shall not affect Mortgage Loan Borrower’s absolute obligation to pay the same in accordance with the Loan Credit Documents. Administrative Agent may hold, use, disburse and apply the Loan Proceeds and the any Mortgage Loan Borrower’s Deposit for payment of any obligation of Mortgage Loan Borrower under the Loan Credit Documents. Mortgage Loan Borrower hereby assigns and pledges the proceeds of the Loan Proceeds and any Mortgage Loan Borrower’s Deposit to Administrative Agent for itself and for the benefit of Lenders for such purposes. From and after the occurrence of any Default hereunder, Administrative Agent on behalf of Lenders may advance and incur such expenses as Administrative Agent reasonably deems necessary for the completion of the Improvements and to preserve the Property, the Ground Lease and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Loan Credit Documents and shall be payable to Administrative Agent on behalf of Lenders on demand. Administrative Agent on behalf of Lenders may disburse any portion of any advance at any time, and from time to time, to persons Persons other than Mortgage Loan Borrower for the purposes specified in this Section and the amount of advances to which Mortgage Loan Borrower shall thereafter be entitled shall be correspondingly reduced.

Direct Advances. Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise notedobligation) to (i) advance Loan funds directly to Lenders to pay interest due on the Loan, and (ii) advance and directly apply the proceeds of any advance to the satisfaction of any of Borrower’s obligations under any of the Loan Documents, even though Borrower did not include that amount in a Draw Request and/or no Default exists. Each such direct advance (except for application of a Borrower’s Deposit) shall be added to the outstanding principal balance of the Loan and shall be secured by the Loan Documents. Notwithstanding the foregoing, unless Unless Borrower pays such interest from other resources, and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent may advance Loan funds pursuant to this Section for interest payments as and when due to the extent of any interest reserve created for such purposesdue. Nothing contained in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan funds in the Budget for interest shall not affect Borrower’s absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent may hold, use, disburse and apply the Loan and the Borrower’s Deposit for payment of any obligation of Borrower under the Loan Documents. Borrower hereby assigns and pledges the proceeds of the Loan Proceeds and any Borrower’s Deposit to Administrative Agent for itself and for the benefit of Lenders for such purposes. During the continuance of a Default, Administrative Agent on behalf of Lenders may advance and incur such expenses as Administrative Agent deems necessary for the completion of the New Improvements and to preserve the Property, Property and any other security for the Loan, and such expenses, even though in excess of the amount of the Loan, shall be secured by the Loan Documents and shall be payable to Administrative Agent on behalf of Lenders on demand. Administrative Agent on behalf of Lenders may disburse any portion of any advance at any time, and from time to time, to persons other than Borrower for the purposes specified in this Section and the amount of advances to which Borrower shall thereafter be entitled shall be correspondingly reduced.

Direct Advances. Borrower hereby irrevocably authorizes Administrative Agent on behalf of Lenders (but Administrative Agent shall have no obligation unless otherwise noted) to (i) advance Loan funds subject to Borrower’s contest rights as set forth below and upon thirty (30) days’ prior written notice to Borrower, Lenders may make, in their reasonable discretion, Advances directly to Lenders any of the Trade Contractors for Project Costs which shall theretofore have been approved by Agent and for which Borrower shall have failed to pay interest due on make payment and the Loanexecution of this Agreement by Borrower shall, and (ii) hereby does, constitute an irrevocable authorization to so advance and directly apply the proceeds of any advance such Advances directly to the satisfaction of any of Borrower’s obligations under any of the Loan Documents, even though Trade Contractors. No further authorization from Borrower did not include that amount in a Draw Request and/or no Default exists. Each such direct advance (except for application of a Borrower’s Deposit) shall be added necessary and all such Advances shall satisfy the obligations of Lender hereunder with respect to the outstanding principal balance of the Loan such Advance and shall be secured by the Loan Documents. Notwithstanding Mortgages and the foregoingother Collateral as fully as if made directly to Borrower. (ii) subject to Borrower’s contest rights as set forth below and upon thirty (30) days’ prior written notice to Borrower, unless Borrower pays such interest from other resourcesAgent and Lenders may make, in their reasonable discretion, Advances (A) to any Person to which Agent in good faith determines payment is due and provided further that no Default exists nor has any event occurred which with the passing of time or giving of notice would become a Default, Administrative Agent may advance Loan funds pursuant to this Section for interest payments as and when due to the extent of any interest reserve created for such purposes. Nothing contained (B) in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. The allocation of Loan funds in the Budget for interest shall not affect Borrower’s absolute obligation to pay the same in accordance with the Loan Documents. Administrative Agent may hold, use, disburse and apply the Loan and the Borrower’s Deposit for payment of any obligation of Borrower under the Loan Documents. Borrower hereby assigns and pledges the Loan Proceeds and any Borrower’s Deposit to Administrative Agent for itself and for the benefit of Lenders for such purposes. Administrative Agent on behalf of Lenders may advance and incur such expenses as Administrative Agent deems necessary for the completion of the Improvements and to preserve the Property, and any other security for the Loanprincipal hereunder, and such expenses, even though in excess portion of the amount Project shall be deemed disbursed as of the Loandate on which such disbursement is made. The execution of this Agreement by Borrower shall, and hereby does, constitute an irrevocable authorization to so advance the proceeds any Advance. No further authorization from Borrower shall be necessary and all such Advances shall satisfy the obligations of Agent and Lenders hereunder with respect to such Advance and shall be secured by the Loan Documents Mortgages and the other Collateral as fully as if made directly to Borrower. (iii) Borrower shall have the right to contest the validity or application of any of the costs described in Sections 2.1(i)(i) and 2.1(i)(ii) by appropriate legal proceedings, so long as the following shall remain satisfied: (A) such legal proceedings shall be prosecuted with diligence by Borrower and shall be payable operate to Administrative Agent on behalf prevent any taking or closing or shutting down of Lenders on demand. Administrative Agent on behalf of Lenders may disburse the Project, the Property or any portion thereof, by any Governmental Authority or any other Person and has the effect of staying any type of sale or forfeiture of the Project, the Property or any part thereof for failure to comply; (B) Borrower will have deposited with Agent cash collateral, a bond or such other security satisfactory to Agent, in each case, on such terms as may be satisfactory to Agent, in its sole discretion, in an amount as may be deemed necessary by Agent, sufficient to pay any fines, penalties, charges and interest thereon which may be awarded or assessed and which may become a Lien upon the Project, the Property or any part thereof which may in any way take priority over the Lien of the Mortgages, and subject to increase at the request of Agent when it determines a greater amount may be required to make such payments; (C) such proceeding shall not subject Agent or Borrower to any risk of any advance criminal liability; (D) Borrower shall keep Agent fully informed as to the status and progress of any such proceeding; and (E) Borrower will, upon a final determination of such contest, take all steps necessary to comply with any requirements arising therefrom. If Borrower shall fail at any timetime to comply with the above conditions to contest, the Property or any part thereof is, in the reasonable judgment of Agent, in any imminent danger of being forfeited or lost or the value of the Collateral being adversely impacted, Agent may require Borrower to, and from time to timeBorrower will, to persons other than Borrower for thereupon make the purposes specified in this Section and payment which is the amount subject of advances to which Borrower shall thereafter be entitled shall be correspondingly reducedthe contest.