Common use of Insufficiency of Loan Proceeds Clause in Contracts

Insufficiency of Loan Proceeds. The Borrower will deposit funds with Lender (the “Required Equity Funds”) as follows: If at any time prior to Mortgage Lender commencing to make advances under the Mortgage Loan (other than any advance made on the Closing Date), Lender shall in its sole discretion determine that the remaining undisbursed portion of the Loan, and any undisbursed portion of the Mortgage Loan, and any other sums previously deposited by the Borrower with Lender in connection with the Loan, is or will be insufficient to fully complete and equip the Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) in accordance with the Plans, to operate and carry the Project after completion of the Project until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereof, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or as to any budget category or line item in the Project Budget, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item), regardless of how such condition may be caused, the Borrower will, within seven (7) days after written notice of such determination from Lender, deposit with Lender such sums of money in cash as Lender may require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor, equipment and materials alleged to be due and payable at that time in connection with the Project, and, at Lender’s option, no further Loans shall be made by Lender until the provisions of this §2.14 have been fully complied with. All such deposited sums shall stand as additional security for the obligations and shall be disbursed by Lender in the same manner as Loans under this Agreement before any further Loan advances of proceeds shall be made. Lender shall have no obligation to pay the Borrower any interest with respect to such deposited funds. In the event that Mortgage Lender requires such Required Equity Funds to be deposited with Mortgage Lender, then such Required Equity Funds shall be deposited with Mortgage Lender instead of with Lender.

Insufficiency of Loan Proceeds. The Borrower will deposit funds with Lender (the “Required Equity Funds”) as follows: If at At any time prior and from time to Mortgage Lender commencing to make advances under time during the Mortgage Loan (other than any advance made on term of the Closing Date)Loan, Lender shall have the right (but not the obligation) to notify Borrower that, in its Lender’s sole discretion determine but reasonable judgment, (a) the cost of all Total Project-Related Costs that remain unpaid at the time in question exceeds the aggregate undisbursed proceeds of the Mezzanine Loan and the Building Loan plus any sums deposited with Lender pursuant to this Section 2.1.10 (and/or First Mezzanine Lender pursuant to Section 2.1.10 of the First Mezzanine Loan Agreement and/or Mortgage Lender pursuant to Section 2.1.10 of the Building Loan Agreement) and not previously disbursed, or (b) the cost of completing any Line Item in the Project Cost Budget exceeds the remaining undisbursed portion of the LoanMezzanine Loan and the Building Loan allocated to such Line Item in the Project Cost Budget plus any sums deposited with Lender pursuant to this Section 2.1.10 or under the Building Loan Agreement or the First Mezzanine Loan Agreement to pay for such deficiency and not previously disbursed) (the amount of any such deficiency under clause (a) or (b) being herein referred to as the “Shortfall”). If Lender at any time shall so notify Borrower, and any undisbursed portion Borrower shall, at its option, either individually or in combination (i) within ten (10) Business Days of Lender’s notification as aforesaid, deposit with Lender an amount equal to such Shortfall, which Lender may from time to time apply, or allow Borrower to apply, to such costs; (ii) pay for such costs, as incurred, in the amount of such Shortfall so that the amount of the Mortgage Loan, and any other sums previously deposited by the Borrower with Lender in connection with the Loan, is or will be insufficient to fully complete and equip the Project (including all tenant improvements Loan which remains to be completed by disbursed shall be sufficient to pay the BorrowerPro Rata Share of all of the remaining Total Project-Related Costs which are Costs of the Improvement and Borrower shall furnish Lender with such evidence thereof as Lender shall require; (iii) post an irrevocable standby Letter of Credit in the amount of such deficiency, in favor of Lender; (iv) with respect to both leased any Shortfall arising pursuant to clause (b) above, to the extent permitted under Section 2.1.7(a), allocate the Project Loan Contingency to the Shortfall; and (v) with respect to any Shortfall arising pursuant to clause (b) above, to the extent permitted under Section 2.1.7(b), reallocate cost savings from the Project Cost Budget in respect of the Loan (or unleased spaceother reallocations which are approved by Lender, in its sole discretion) in accordance with the Plansterms of this Agreement. Borrower hereby agrees that Lender shall have a lien on and security interest in, for the benefit of Lender, any sums deposited pursuant to operate clause (i) above and carry that Borrower shall have no right to withdraw any such sums except (x) for the Project after completion payment of the Project until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereof, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or aforesaid costs as to any budget category or line item in the Project Budget, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item), regardless of how such condition may be caused, the Borrower will, within seven (7) days after written notice of such determination from Lender, deposit with Lender such sums of money in cash as Lender may require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor, equipment and materials alleged to be due and payable at that time in connection with the Project, and, at Lender’s option, no further Loans shall be made approved by Lender until and (y) to the provisions of this §2.14 have been fully complied with. All extent that the obligation to provide any such deposited sums shall stand as additional security for the obligations and shall be disbursed by Lender in the same manner as Loans under this Agreement before any further Loan advances of proceeds shall be madesum is subsequently satisfied pursuant to clauses (ii) through (v) above. Lender shall have no obligation to pay make any further Advances of proceeds of the Borrower any interest with respect to such deposited funds. In Loan until the event that Mortgage Lender requires such Required Equity Funds sums required to be deposited with Mortgage pursuant to clause (i) above have been exhausted, Borrower has actually paid or caused to be paid such Total Project-Related Costs pursuant to clause (ii) above, or until Borrower has posted an irrevocable standby Letter of Credit pursuant to clause (iii) above, as the case may be, and, in any such case, the Loan is back “in balance”. Any such sums not used as provided in said clause (i) shall be released to Borrower when and to the extent that Lender reasonably determines that the amount thereof is more than the excess, if any, of the remaining Total Project-Related Costs over the aggregate undisbursed balance of the Building Loan and the Mezzanine Loan, provided, however, that should an Event of Default occur and be continuing, Lender, then in its sole discretion, may apply such Required Equity Funds shall be deposited with Mortgage Lender instead amounts either to the remaining Total Project-Related Costs or to the immediate reduction of with Lenderoutstanding principal and/or interest under the Note.

Insufficiency of Loan Proceeds. The Borrower will deposit funds with Lender (the “Required Equity Funds”) Agent for the benefit of the Banks as follows: If at any time prior to Mortgage Lender commencing while the Loan is outstanding or the Banks have any obligation to make advances under Advances hereunder, the Mortgage Loan (other than any advance made on Agent or the Closing Date), Lender Majority Banks shall in its sole their reasonable discretion determine that the remaining undisbursed portion of the Loan, and any together with the undisbursed portion balance of the Mortgage LoanRequired Equity Funds, if any, and any other sums previously deposited by the Borrower with Lender the Agent in connection with the Loan, is or will be insufficient to fully complete and equip the Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) Improvements in accordance with the PlansPlans and Specifications, to operate and carry the Project after completion of the Project Improvements until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereof, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or as to any budget category or line item in the Project Budget, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item), regardless of how such condition may be caused, the Borrower will, within seven ten (710) days Business Days after written notice of such determination from Lenderthe Agent, deposit with Lender the Agent such sums of money in cash as Lender the Agent or the Majority Banks may reasonably require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor, equipment and materials alleged to be due and payable at that time in connection with the ProjectImprovements, and, at Lender’s the Agent's or the Majority Bank's option, no further Loans Advances of the Loan shall be made by Lender the Banks until the provisions of this §2.14 Section 9.16 have been fully complied with. All such deposited sums shall stand as additional security for the obligations and shall be disbursed by Lender the Agent on behalf of Banks in the same manner as Loans Advances under this Agreement before any further Advances of the Loan advances of proceeds shall be made. Lender Neither the Agent nor the Banks shall have no any obligation to pay the Borrower any interest with respect to such the deposited funds. In the event that Mortgage Lender requires such Required Equity Funds to be deposited with Mortgage Lender, then such Required Equity Funds shall be deposited with Mortgage Lender instead of with Lender.

Insufficiency of Loan Proceeds. The From time to time, Borrower will deposit funds with Lender (the “Required Equity Funds”) Agent as follows: . If at any time prior to Mortgage Lender commencing while the Loan is outstanding or the Lenders have any obligation to make advances under the Mortgage Loan (other than any advance made on the Closing Date)Advances hereunder, Lender Agent shall in its sole discretion determine that the remaining undisbursed portion of the LoanLoan Amount Project Allocations, and any together with the undisbursed portion of the Mortgage LoanEscrow Deposits which can be utilized for construction, and plus additional equity or any other sums previously deposited by the Borrower with Lender Agent in connection with the Loan, is or will be insufficient to fully complete and equip the Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) Improvements substantially in accordance with the PlansPlans and Specifications, to operate and carry each of such Projects covered by the Project Security Instruments at such time, after completion of the Project Improvements until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereof, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or as to any budget category or line item in the Project BudgetBudgets, but subject to the provisions of Section 2.10 hereof, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item), regardless of how such condition may be caused, the then Borrower will, within seven (7) days after written notice of such determination from LenderAgent, deposit into a non-interest bearing loan checking account set up with Lender Agent, or following the occurrence of an Event of Default, into the Loan Checking Account, such sums of money in cash as Lender the Lenders may require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens Liens for labor, equipment labor and materials alleged to be due and payable at that time in connection with the ProjectImprovements, and, at LenderAgent’s option, no further Loans Advances of the Loan shall be made by Lender the Lenders until the provisions of this §2.14 Section 9.15 have been fully complied with. All such deposited sums shall stand as additional security for the obligations Obligations and shall be disbursed by Lender the Lenders in the same manner as Loans Advances under this Agreement before any further Advances of the Loan advances of proceeds shall be made. Lender shall have no obligation to pay the Borrower any interest with respect to such deposited funds. In the event that Mortgage Lender requires such Required Equity Funds to be deposited with Mortgage Lender, then such Required Equity Funds shall be deposited with Mortgage Lender instead of with Lender.

Insufficiency of Loan Proceeds. The Borrower will deposit funds with Lender (the “Required Equity Funds”) as follows: If at any time prior to Mortgage Lender commencing to make advances under the Mortgage Loan (other than any advance made on the Closing Date), Lender shall in its sole reasonable discretion determine that the remaining undisbursed portion of the Loan, and any undisbursed portion of the Mortgage Loan, and any other sums previously deposited by the Borrower with Lender in connection with the Loan, is or will be insufficient to fully complete and equip the Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) in accordance with the Plans, to operate and carry the Project after completion of the Project until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereof, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or as to any budget category or line item in the Project Budget, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item), regardless of how such condition may be caused, the Borrower will, within seven ten (710) days after written notice of such determination from Lender, deposit with Lender such sums of money in cash as Lender may reasonably require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor, equipment and materials alleged to be due and payable at that time in connection with the ProjectProject (exclusive of liens related to Loans properly requested by Borrower but not funded by Lender in breach of Lender’s express obligations under this Agreement), and, at Lender’s option, no further Loans shall be made by Lender until the provisions of this §2.14 have been fully complied with. All such deposited sums shall stand as additional security for the obligations and shall be disbursed by Lender in the same manner as Loans under this Agreement before any further Loan advances of proceeds shall be made. Lender shall have no obligation to pay the Borrower any interest with respect to such deposited funds. In the event that Mortgage Lender requires such Required Equity Funds to be deposited with Mortgage Lender, then such Required Equity Funds shall be deposited with Mortgage Lender instead of with Lender.

Insufficiency of Loan Proceeds. The Borrower will deposit funds with Lender (Notwithstanding anything contained herein to the “Required Equity Funds”) as follows: If contrary, if at any time prior or from time to Mortgage Lender commencing to make advances under time during the Mortgage Loan term of this Agreement, in Agent’s reasonable judgment (other than a) the amount of any advance made on the Closing Date), Lender shall line item in its sole discretion determine that the remaining undisbursed portion of the Loan, and any undisbursed portion of the Mortgage Loan, and any other sums previously deposited by the Borrower with Lender in connection with the Loan, is or either Budget will be insufficient to fully complete cover the costs of such line item (after giving effect to any cost savings realized under Section 7.11, any Completion Deposit or portion thereof or any “Completion Deposit” under and equip as defined in the Project Loan Agreement or portion thereof not being credited for purposes of this clause (including all tenant improvements a) to another line item, or any other Other Funds) and/or (b) either of the Budgets is not In Balance (as defined below), then no further Advances or “Advances” (as defined in the Project Loan Agreement) shall be completed made until Borrower either (i) deposits the amount of such deficiency (the “Completion Deposit”) with Agent, in cash, or by means of other security in form, substance and amount reasonably satisfactory to Agent, (ii) to the Borrowerextent permitted under Section 3.03 hereof and Section 3.03 of the Project Loan Agreement, with respect allocates a portion of an applicable Building Loan Contingency or “Project Loan Contingency” (as defined in the Project Loan Agreement) to both leased or unleased spacesuch insufficiency, and/or (iii) to the extent permitted under Section 7.11 hereof and Section 7.11 of the Project Loan Agreement, reallocates cost savings within the applicable Budget to offset such deficiency in accordance with the Plans, to operate terms of this Agreement and carry the Project after completion Loan Agreement. “In Balance” shall mean that the sum of (1) the applicable Maximum Amount plus (2) all amounts in the Collection Accounts attributable to a Permitted Lease whose demised premises are in the applicable Units, and (3) the balance of any monies in any Completion Deposit, Borrower LC Deposit or “Completion Deposit” or “Borrower LC Deposit” (as such terms are defined in the Project Loan Agreement), previously made with respect to the applicable Budget, is sufficient to meet all remaining Building Loan Costs and Project Loan Costs shown in the applicable Budget (subject to Section 4.02(e)(9) hereof). Portions of any Completion Deposit or any “Completion Deposit” (as defined in the Project Loan Agreement) (including, in each case, any interest earned thereon) held by Agent with respect to either Budget shall be applied to Building Loan Costs or Project Loan Costs simultaneously with the making of the Project until payment in full immediately succeeding Advance as Other Funds, but only upon satisfaction of the Loan by terms applicable to the Borrower, to pay all making of Advances set forth in this Agreement and in the other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereof, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Building Loan Documents (if such Advance relates to Building Loan Costs) or as the terms applicable to any budget category or line item the making of advances set forth in the Project BudgetLoan Agreement and the other Project Loan Documents (if such advance relates to Project Loan Costs) (but no such release or application shall be deemed to be an Advance of Building Loan proceeds hereunder or Project Loan proceeds under the Project Loan Agreement). Any Completion Deposit shall (A) be held by Agent in an interest-bearing account pursuant to a pledge and assignment agreement in form and substance reasonably satisfactory to Agent, if which agreement Borrower shall execute and deliver to Agent simultaneously with the undisbursed funds for delivery of the first monies constituting a part of such category or line item are or will be insufficient to fully pay deposit and (B) constitute (together with the interest earned thereon) additional collateral for the costs attributed to such budget category or line item)Building Loan and Project Loan. Notwithstanding any of the foregoing, regardless during the continuance of how such condition an Event of Default, Agent may be caused, the Borrower will, within seven (7) days after written notice of such determination from Lender, deposit with Lender such sums of money in cash as Lender may require, in an amount sufficient to remedy the condition described apply Completion Deposits in such notice, and sufficient to pay any liens for labor, equipment and materials alleged to be due and payable at that time in connection with the Project, and, at Lender’s option, no further Loans shall be made by Lender until the provisions of this §2.14 have been fully complied with. All such deposited sums shall stand as additional security for the obligations and shall be disbursed by Lender in the same manner as Loans under this Agreement before any further Loan advances of proceeds Agent shall be made. Lender shall have no obligation to pay the Borrower any interest with respect to such deposited funds. In the event that Mortgage Lender requires such Required Equity Funds to be deposited with Mortgage Lender, then such Required Equity Funds shall be deposited with Mortgage Lender instead of with Lenderdetermine.

Insufficiency of Loan Proceeds. The Borrower will deposit funds with Lender (the “Required Equity Funds”) as follows: If at any time prior to Mortgage Lender commencing to make advances under the Mortgage Loan (other than any advance made on the Closing Date), Lender shall in its sole discretion determine that the remaining undisbursed portion of the Loan, and any undisbursed portion of the Mortgage Loan, and any other sums previously deposited by the Borrower with Lender in connection with the Loan, is or will be insufficient to fully complete and equip the Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) in accordance with the Plans, to operate and carry the Project after completion of the Project until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereof, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or as to any budget category or line item in the Project Budget, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item), regardless of how such condition may be caused, the Borrower will, within seven twenty-one (721) days after written notice of such determination from Lender, deposit with Lender such sums of money in cash as Lender may require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor, equipment and materials alleged to be due and payable at that time in connection with the Project, and, at Lender’s option, no further Loans shall be made by Lender until the provisions of this §2.14 have been fully complied with. All such deposited sums shall stand as additional security for the obligations and shall be disbursed by Lender in the same manner as Loans under this Agreement before any further Loan advances of proceeds shall be made. Lender shall have no obligation to pay the Borrower any interest with respect to such deposited funds. In the event that Mortgage Lender requires such Required Equity Funds to be deposited with Mortgage Lender, then such Required Equity Funds shall be deposited with Mortgage Lender instead of with Lender.

Insufficiency of Loan Proceeds. The Borrower will deposit funds with Lender (the “Required Equity Funds”) as follows: If at any time prior to Mortgage Lender commencing while the Loan is outstanding or Lenders have any obligation to make advances under the Mortgage Loan (other than any advance made on the Closing Date)Advances hereunder, Lender Agent shall in its sole discretion but reasonable judgment determine that the remaining undisbursed portion of the Loan, and any together with the undisbursed portion balance of the Mortgage LoanRequired Equity Funds, if any, and any other sums previously deposited by the Borrower with Lender Agent in connection with the Loan, is or will be insufficient to fully complete and equip the Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) Improvements in accordance with the PlansPlans and Specifications, to operate and carry the Project after completion of the Project Completion until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereof, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or as to any budget category or line item in the Project Budget, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item), regardless of how such condition may be causedcaused (collectively, the an “Equity Deficiency”), Agent shall advise Borrower willin writing of such Equity Deficiency, whereupon Lenders shall have no obligation to make any further Advances hereunder, unless and until Borrower (x) within seven five (75) days Business Days after written notice of such determination from LenderAgent, deposit with Lender acknowledges such sums of money in cash as Lender may requireEquity Deficiency, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor, equipment and materials alleged to be due and payable at that time in connection with the Project, and, at Lender’s option, no further Loans shall be made by Lender until the provisions of this §2.14 have been fully complied with. All such deposited sums shall stand as additional security for the obligations and shall be disbursed by Lender in the same manner as Loans under this Agreement before any further Loan advances of proceeds shall be made. Lender shall have no obligation to pay the Borrower any interest with respect to such deposited funds. In the event that Mortgage Lender requires such (y) thereafter contributes its own Required Equity Funds to be deposited with Mortgage Lenderfund all future Project Costs to cure such Equity Deficiency, then such and (z) Agent in its reasonable good faith discretion determines that an Equity Deficiency no longer exists. Notwithstanding any provision set forth herein to the contrary, upon the occurrence of (i) Project Completion and (ii) Agent’s determination that there exists a Debt Yield of no less than 8.4 and, to the extent that (I) Borrower has contributed Required Equity Funds to cure an Equity Deficiency, or (II) Agent has reallocated proceeds from the “Development Fee” line item to cure an Equity Deficiency pursuant to Section 2.2 (e) herein, and Agent subsequently determines that a cost savings has been realized pursuant to the terms of Section 2.5 (c) hereof, the amount of such cost savings (up to, but not in excess of the amounts set forth in subsections (I) and (II) of this Section 9.12) shall be deposited with Mortgage Lender instead either (1) disbursed to Borrower in immediately available funds (in the case of with LenderRequired Equity Funds) or (2) reallocated to the “Development Fee” line item (in the case of a prior reallocation from the “Development Fee” line item).

Insufficiency of Loan Proceeds. The From time to time, Borrower will deposit funds with Lender (the “Required Equity Funds”) Agent as follows: . If at any time prior to Mortgage Lender commencing while the Loan is outstanding or the Lenders have any obligation to make advances under the Mortgage Loan (other than any advance made on the Closing Date)Advances hereunder, Lender Agent shall in its sole discretion determine that the remaining undisbursed portion of the LoanLoan Amount Project Allocation, and any together with the undisbursed portion of the Mortgage LoanEscrow Deposits which can be utilized for construction, and plus additional equity or any other sums previously deposited by the Borrower with Lender Agent in connection with the Loan, is or will be insufficient to fully complete and equip the Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) Improvements substantially in accordance with the PlansPlans and Specifications, to operate and carry each of such Projects covered by the Project Security Instruments at such time, after completion of the Project Improvements until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereof, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or as to any budget category or line item in the Project BudgetBudgets, but subject to the provisions of Section 2.10 hereof, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item), regardless of how such condition may be caused, the then Borrower will, within seven (7) days after written notice of such determination from LenderAgent, deposit into a non-interest bearing loan checking account set up with Lender Agent, or following the occurrence of an Event of Default, into the Loan Checking Account, such sums of money in cash as Lender the Lenders may require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor, equipment labor and materials alleged to be due and payable at that time in connection with the ProjectImprovements, and, at Lender’s Agent's option, no further Loans Advances of the Loan shall be made by Lender the Lenders until the provisions of this §2.14 Section 9.15 have been fully complied with. All such deposited sums shall stand as additional security for the obligations Obligations and shall be disbursed by Lender the Lenders in the same manner as Loans Advances under this Agreement before any further Advances of the Loan advances of proceeds shall be made. Lender shall have no obligation to pay the Borrower any interest with respect to such deposited funds. In the event that Mortgage Lender requires such Required Equity Funds to be deposited with Mortgage Lender, then such Required Equity Funds shall be deposited with Mortgage Lender instead of with Lender.

Insufficiency of Loan Proceeds. The Borrower will deposit funds with Lender (the “Required Equity Funds”) as follows: If at any time prior to Mortgage while the Loan is outstanding or the Lender commencing has any obligation to make advances under Advances hereunder, the Mortgage Loan (other than any advance made on the Closing Date), Lender shall in its sole discretion determine reasonably determines that the remaining undisbursed portion of the Loan, and any together with the undisbursed portion balance of the Mortgage Loan, Borrower's Required Equity and any other sums previously deposited by the Borrower with the Lender in connection with the Loan, is or will be insufficient to fully complete and equip the Renovation Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) in accordance with the Plans, to operate Plans and carry the Project after completion of the Project until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereofSpecifications, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or as to any budget category or line item in the Project Budget, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item)Documents, regardless of how such condition may be caused, the Borrower will, within seven fifteen (715) days after written notice of such determination from the Lender, deposit with the Lender such sums of money in cash as Lender may require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor, equipment labor and materials alleged to be due and payable at that the time in connection with the ProjectImprovements, and, at the Lender’s 's option, no further Loans Advances of the Loan shall be made by the Lender until Borrower has fully complied with the provisions of this §2.14 have been fully complied withsection. All such deposited sums shall stand as additional security for the obligations and Obligations and, prior to the occurrence of a Default, shall be disbursed by the Lender in the same manner as Loans Advances under this Agreement before any further Advances of the Loan advances of proceeds shall be made. The Lender shall have no obligation to pay the Borrower any interest with respect to such deposited funds. In the event that Mortgage Lender requires such Required Equity Funds to be deposited with Mortgage Lender, then such Required Equity Funds shall be deposited with Mortgage Lender instead of with Lender.

Insufficiency of Loan Proceeds. The Borrower will deposit funds with Lender (Notwithstanding anything contained herein to the “Required Equity Funds”) as follows: If contrary, if at any time prior or from time to Mortgage Lender commencing to make advances under time during the Mortgage Loan term of this Agreement, in Agent’s reasonable judgment (other than a) the amount of any advance made on the Closing Date), Lender shall line item in its sole discretion determine that the remaining undisbursed portion of the Loan, and any undisbursed portion of the Mortgage Loan, and any other sums previously deposited by the Borrower with Lender in connection with the Loan, is or either Budget will be insufficient to fully complete cover the costs of such line item (after giving effect to any cost savings realized under Section 7.11, any Completion Deposit or portion thereof or any “Completion Deposit” under and equip as defined in the Building Loan Agreement or portion thereof not being credited for purposes of this clause (a) to another line item, or any other Other Funds) and/or (b) either of the Budgets is not In Balance (as defined below), then no further Advances or “Advances” (as defined in the Building Loan Agreement) shall be made until Borrower either (i) deposits the amount of such deficiency (the “Completion Deposit”) with Agent, in cash, or by means of other security in form, substance and amount reasonably satisfactory to Agent, (ii) to the extent permitted under Section 3.03 hereof and Section 3.03 of the Building Loan Agreement, allocates a portion of an applicable Project Loan Contingency or “Building Loan Contingency” (including all tenant improvements as defined in the Building Loan Agreement) to be completed by such insufficiency, and/or (iii) to the Borrowerextent permitted under Section 7.11 hereof and Section 7.11 of the Building Loan Agreement, with respect reallocates cost savings within the applicable Budget to both leased or unleased space) offset such deficiency in accordance with the Plansterms of this Agreement and the Building Loan Agreement. “In Balance” shall mean that the sum of (1) the applicable Maximum Amount plus (2) all amounts in the Collection Accounts attributable to a Permitted Lease whose demised premises are in the applicable Units, and (3) the balance of any monies in any Completion Deposit, Borrower LC Deposit or “Completion Deposit” or “Borrower LC Deposit” (as such terms are defined in the Building Loan Agreement), previously made with respect to operate the applicable Budget, is sufficient to meet all remaining Building Loan Costs and carry Project Loan Costs shown in the applicable Budget (subject to Section 4.02(e)(9) hereof). Portions of any Completion Deposit or any “Completion Deposit” (as defined in the Building Loan Agreement) (including, in each case, any interest earned thereon) held by Agent with respect to either Budget shall be applied to Project after completion Loan Costs or Building Loan Costs simultaneously with the making of the Project until payment in full immediately succeeding Advance as Other Funds, but only upon satisfaction of the Loan by terms applicable to the Borrower, to pay all making of Advances set forth in this Agreement and in the other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereof, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (if such Advance relates to Project Loan Costs) or as the terms applicable to any budget category or line item the making of advances set forth in the Building Loan Agreement and the other Building Loan Documents (if such advance relates to Building Loan Costs) (but no such release or application shall be deemed to be an Advance of Project BudgetLoan proceeds hereunder or Building Loan proceeds under the Building Loan Agreement). Any Completion Deposit shall (A) be held by Agent in an interest-bearing account pursuant to a pledge and assignment agreement in form and substance reasonably satisfactory to Agent, if which agreement Borrower shall execute and deliver to Agent simultaneously with the undisbursed funds for delivery of the first monies constituting a part of such category or line item are or will be insufficient to fully pay deposit and (B) constitute (together with the interest earned thereon) additional collateral for the costs attributed to such budget category or line item)Project Loan and Building Loan. Notwithstanding any of the foregoing, regardless during the continuance of how such condition an Event of Default, Agent may be caused, the Borrower will, within seven (7) days after written notice of such determination from Lender, deposit with Lender such sums of money in cash as Lender may require, in an amount sufficient to remedy the condition described apply Completion Deposits in such notice, and sufficient to pay any liens for labor, equipment and materials alleged to be due and payable at that time in connection with the Project, and, at Lender’s option, no further Loans shall be made by Lender until the provisions of this §2.14 have been fully complied with. All such deposited sums shall stand as additional security for the obligations and shall be disbursed by Lender in the same manner as Loans under this Agreement before any further Loan advances of proceeds Agent shall be made. Lender shall have no obligation to pay the Borrower any interest with respect to such deposited funds. In the event that Mortgage Lender requires such Required Equity Funds to be deposited with Mortgage Lender, then such Required Equity Funds shall be deposited with Mortgage Lender instead of with Lenderdetermine.

Insufficiency of Loan Proceeds. The Borrower will deposit funds with Lender (the “Required Equity Funds”) as follows: If at At any time prior and from time to Mortgage Lender commencing to make advances under the Mortgage Loan (other than any advance made on the Closing Date), Lender shall in its sole discretion determine that the remaining undisbursed portion of the Loan, and any undisbursed portion of the Mortgage Loan, and any other sums previously deposited by the Borrower with Lender in connection with the Loan, is or will be insufficient to fully complete and equip the Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) in accordance with the Plans, to operate and carry the Project after completion of the Project until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan time during the term of the Loan from Loan, with respect to the Capital Expenditures Work, if Lender determines in its reasonable discretion that the costs and after expenses of such Capital Expenditures Work exceeds the date hereofprojected cost reflected on the then approved Capital Expenditures Budget, Lender shall have the right (but not the obligation) to notify Borrower in writing (the “Shortfall Notice”) that, as determined in Lender’s sole but good faith discretion, the cost of completing such Capital Expenditures Work exceeds any remaining Future Advances (Capital Expenditures) and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or as to any budget category or line item Net Proceeds allocated for such Capital Expenditures Work in the Project BudgetCapital Expenditures Budget and any permitted and effectuated or approved reallocations of “Contingency” or cost savings in accordance with Section 7.2) (the amount of any such deficiency, if being herein referred to as the undisbursed funds for such category or line item are or will be insufficient “Shortfall”). If Lender at any time shall deliver a Shortfall Notice to fully pay for Borrower, Borrower shall within ten (10) Business Days of delivery of the costs attributed Shortfall Notice, deposit into the Rebalancing Reserve Account an amount equal to such budget category or line item)Shortfall. Upon Borrower’s written request, regardless of how such condition may be caused, the Lender shall use commercially reasonable efforts to provide Borrower will, within seven (7) days after written notice of such determination from Lender, deposit with Lender such sums of money in cash as Lender may require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor, equipment and materials alleged to be due and payable at that time in connection with the Project, and, at back-up information used in Lender’s optioncalculation of the Shortfall. For the avoidance of doubt, no further Loans shall be made by a Shortfall may exist whether or not Lender until delivers a Shortfall Notice to Borrower; provided, that Borrower’s obligation to make a deposit into the provisions Rebalancing Reserve Account is conditioned on Lender sending a Shortfall Notice pursuant to the terms of this §2.14 have been fully complied with. All such deposited sums shall stand as additional security for the obligations and shall be disbursed by Lender in the same manner as Loans under this Agreement before any further Loan advances of proceeds shall be madeSection. Lender shall have no obligation to pay make further Future Advances until the Borrower any interest with respect to such deposited funds. In the event that Mortgage Lender requires such Required Equity Funds sums required to be deposited with Mortgage in the Rebalancing Reserve Account pursuant to this Section 2.6.2 have been exhausted and, in any such case, the Loan is back “in balance.” Any such sums not used as provided shall be released to Borrower when and to the extent that Lender determines that a Shortfall does not exist, provided, however, that should an Event of Default occur, Lender, then in its sole discretion, may apply such Required Equity Funds shall be deposited with Mortgage Lender instead amounts either to the remaining costs and expenses to complete the Capital Expenditures Work or to the immediate payment of with Lenderany Obligations of Borrower.

Insufficiency of Loan Proceeds. The From time to time, Borrower will deposit funds with Lender (the “Required Equity Funds”) Agent as follows: . If at any time prior to Mortgage Lender commencing while the Loan is outstanding or the Lenders have any obligation to make advances under the Mortgage Loan (other than any advance made on the Closing Date)Advances hereunder, Lender Agent shall in its sole discretion determine that the remaining undisbursed portion of the LoanLoan Amount Project Allocations, and any together with the undisbursed portion of the Mortgage LoanEscrow Deposits which can be utilized for construction, and plus additional equity or any other sums previously deposited by the Borrower with Lender Agent in connection with the Loan, is or will be insufficient to fully complete and equip the Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) Improvements substantially in accordance with the PlansPlans and Specifications, to operate and carry each of such Projects covered by the Project Security Instruments at such time, after completion of the Project Improvements until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereof, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or as to any budget category or line item in the Project BudgetBudgets, but subject to the provisions of Section 2.10 hereof, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item), regardless of how such condition may be caused, the then Borrower will, within seven (7) days after written notice of such determination from LenderAgent, deposit into a non-interest bearing loan checking account set up with Lender Agent, or following the occurrence of an Event of Default, into the Loan Checking Account, such sums of money in cash as Lender the Lenders may require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens Liens for labor, equipment labor and materials alleged to be due and payable at that time in connection with the ProjectImprovements, and, at Lender’s Agent's option, no further Loans Advances of the Loan shall be made by Lender the Lenders until the provisions of this §2.14 Section 9.15 have been fully complied with. All such deposited sums shall stand as additional security for the obligations Obligations and shall be disbursed by Lender the Lenders in the same manner as Loans Advances under this Agreement before any further Advances of the Loan advances of proceeds shall be made. Lender shall have no obligation to pay the Borrower any interest with respect to such deposited funds. In the event that Mortgage Lender requires such Required Equity Funds to be deposited with Mortgage Lender, then such Required Equity Funds shall be deposited with Mortgage Lender instead of with Lender.

Insufficiency of Loan Proceeds. The Borrower will deposit funds with Lender (the “Required Equity Funds”a) as follows: If at any time prior to Mortgage Lender commencing to make advances under before the Mortgage Loan (other than any advance made on the Closing Date), Lender shall in its sole discretion determine that Conversion Date the remaining undisbursed portion portions of the Loan*, equity contributions to Borrower required pursuant to existing agreement that are to be disbursed for hard costs of construction at or before completion of the Work (“Construction Equity”), and any undisbursed portion of the Mortgage Loan, and any other sums previously deposited by the Borrower with Lender Senior Loan are insufficient in connection with the Loan, is or will be insufficient Lender’s reasonable judgment to fully complete and equip the Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) Work in accordance with the Plans, to operate Completion Schedule and carry the Project after completion of the Project until payment in full of the Loan by the Borrower, to pay all other Project Costs, Plans and Specifications and to pay all interest accrued or to accrue on before the Loan during the term of the Loan from and after the date hereof, Conversion Date and to pay all other sums due or amounts to become due be paid under the Budget, Loan Documents, and the Senior Loan Documents and on or before the Mortgage Loan Documents (or as to any budget category or line item in the Project BudgetConversion Date, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item), regardless of how such condition may be caused, the then Borrower willshall, within seven (7) 15 days after written notice of such determination from Lender, deposit with Lender such sums of money in sufficient cash as Lender may require, in an amount sufficient to remedy the such condition described in such notice, and sufficient to pay any and all liens for labor, equipment services and materials alleged to be due and payable at that time in connection with the ProjectImprovements, and, at Lender’s option, no further Loans unless the Senior Lender has already required Borrower to deposit with it an equal or greater amount and Borrower has done so. Such Equity Contribution shall be made by Lender until the provisions of this §2.14 have been fully complied with. All such deposited sums shall stand as additional security for the obligations Loan and, at Xxxxxx’s option and shall subject to the rights of Senior Lender, it may be disbursed by Lender in the same manner as Loans under this Agreement before any further Loan advances of the Loan proceeds shall be are made. Lender need not make any further disbursements of the Loan until Borrower has deposited with it any required Equity Contribution, and Borrower’s failure to make an Equity Contribution as required by this section shall have constitute a material Event of Default with no obligation grace or cure period. (b) In addition, if at any time Lender has advanced the full amount in the Budget for any item or any category of items or such budgeted amount is insufficient to pay the full costs of such item or category of items, Borrower will promptly pay out of its own funds all such excess costs as and when incurred, unless such excess costs are covered by any interest contingency funds included in the Budget and Lender approves in advance in writing the use of the contingency funds for such purpose or unless Lender consents to the funding of such amounts from any savings realized or projected to be realized with respect to such deposited funds. In any other category of items under the event that Mortgage Lender requires such Required Equity Funds to Budget, which consent will not be deposited with Mortgage Lender, then such Required Equity Funds shall be deposited with Mortgage Lender instead of with Lenderunreasonably withheld or delayed.

Insufficiency of Loan Proceeds. The Borrower will To deposit funds with Lender (the “Required Equity Funds”) as follows: If if at any time prior or from time to Mortgage Lender commencing to make advances under time during the Mortgage Loan (other than any advance made on the Closing Date)terms of this Agreement, Lender shall in its sole discretion determine that Lender's reasonable judgment and opinion, the remaining undisbursed portion of the Loan, and any together with the undisbursed portion balances of the Mortgage Loan, and any other sums previously deposited by the Borrower with Lender in connection with the Loan, is or will be insufficient to fully complete and equip the Project (including all tenant improvements to be completed by the Borrower, with respect to both leased or unleased space) Improvements substantially in accordance with the Plans, to operate Plans and carry the Project after completion of the Project until payment in full of the Loan by the Borrower, to pay all other Project Costs, to pay all interest accrued or to accrue on the Loan during the term of the Loan from and after the date hereofSpecifications, and to pay all other sums due or to become due under the Loan Documents and the Mortgage Loan Documents (or as to any budget category or line item in the Project Budget, if the undisbursed funds for such category or line item are or will be insufficient to fully pay for the costs attributed to such budget category or line item)Documents, regardless of how such condition may be caused, the Borrower willshall, within seven fifteen (715) days after written notice of such determination thereof from Lender, deposit with Lender such sums of money in cash as Lender may reasonably require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor, equipment and materials alleged to be due and payable at that time in connection with the Projectcondition, and, at Lender’s 's option, no further Loans Advances of the Loan shall be made by Lender until the provisions of this §2.14 Paragraph have been fully complied with. All such deposited sums shall stand as additional security for the Borrower's obligations under this Agreement and shall be disbursed by Lender in the same manner as Loans Advances under this Agreement before any further Advances of the Loan advances of proceeds shall be made. Lender shall have no obligation to pay the Borrower any interest with respect to such deposited funds. In If all or a portion of the event that Mortgage Lender requires such Required Equity Funds to be money deposited with Mortgage LenderLender hereunder has not been disbursed and the remaining undisbursed portion of the Loan is reasonably sufficient to complete the Improvements substantially in accordance with the Plans and Specifications, then such Required Equity Funds undisbursed funds shall be deposited with Mortgage Lender instead of with Lenderimmediately returned to Borrower.