Common use of Interest Fees and Expenses Clause in Contracts

Interest Fees and Expenses. (1) Included in the Budget are projected amounts for (a) interest on the Loans, (b) the Agency Fee, (c) the fees and expenses of the Construction Consultant, Administrative Agent’s counsel and the Title Company and (d) the fees and expenses related to the recording of the Mortgages. Subject to Borrower’s compliance with all of the conditions set forth in Schedule 4 and this Article 4, Lead Borrower may in any Request for Loan Advance request advances for the purpose of paying the aforesaid items due at such time, in which event Administrative Agent shall be authorized and is hereby directed to disburse the amount thereof to the Persons entitled to such payments. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Lead Borrower shall not have the right to request the advance of any Loans for any items covered by clauses (a) through (d) above to the extent Operating Revenues are available to pay such items. (2) Borrower hereby authorizes Administrative Agent to disburse the proceeds of any Loan to pay (a) interest accrued on the Notes, (b) the Agency Fees, (c) the fees and expenses of the Construction Consultant, Administrative Agent’s counsel and the Title Company, (d) any expenses payable in accordance with Section 9.28, and (e) any Date Down Endorsements, notwithstanding that Lead Borrower may not have requested a disbursement of such amounts. (3) Subject to the provisions of Section 14.3, Administrative Agent in its sole and absolute discretion may (but shall not be obligated to do so) direct the Lenders to make such Loans for disbursements authorized under this Section 4.6 notwithstanding that the Loans are not In Balance or that a Potential Default or Event of Default exists under the terms of this Agreement or any other Loan Document. Such disbursements shall constitute a Loan and be added to the principal balance of the Notes, and the Lenders shall make the applicable Loans to fund any such disbursements. The authorization hereby granted is irrevocable, and no further direction, authorization or Request for Loan Advance from Lead Borrower is necessary for the Lenders to make such disbursements. Nothing contained in this Section 4.6 shall require Administrative Agent to direct the Lenders to make Loans for payment of any of the items set forth in subsection (2) above if the other conditions set forth in this Agreement for Loans are not satisfied.

Interest Fees and Expenses. (1) Included in the Budget are projected amounts for (a) interest on the Loans, (b) the Agency Fee, (c) the fees and expenses of the Construction Consultant, the Administrative Agent’s counsel and the Title Company and (d) the fees and expenses related to the recording of the MortgagesMortgage. Subject to Borrower’s compliance with all of the conditions set forth in Schedule 4 and this Article 4, Lead Borrower may in any Request for Loan Advance request advances for the purpose of paying the aforesaid items due at such time, in which event the Administrative Agent shall be authorized and is hereby directed to disburse the amount thereof to the Persons entitled to such payments. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Lead Borrower shall not have the right to request the advance of any Loans for any items covered by clauses (a) through (d) above to the extent Operating Revenues are Net Cash Flow is available to pay such items. (2) Borrower hereby authorizes the Administrative Agent to disburse the proceeds of any Loan to pay (a) interest accrued on the Notes, (b) the Agency Fees, (c) the fees and expenses of the Construction Consultant, the Administrative Agent’s counsel and the Title Company, (d) any expenses payable in accordance with Section 9.2812.5, and (e) any Date Down Endorsements, notwithstanding that Lead Borrower may not have requested a disbursement of such amounts. (3) Subject to the provisions of Section 14.3, the Administrative Agent in its sole and absolute discretion may (but shall not be obligated to do so) direct the Lenders to make such Loans for disbursements authorized under this Section 4.6 notwithstanding that the Loans are not In Balance or that a Potential Default or Event of Default exists under the terms of this Agreement or any other Loan Document. Such disbursements shall constitute a Loan and be added to the principal balance of the Notes, and the Lenders shall make the applicable Loans to fund any such disbursements. The authorization hereby granted is irrevocable, and no further direction, direction or authorization or Request for Loan Advance from Lead Borrower is necessary for the Lenders to make such disbursements. Nothing contained in this Section 4.6 shall require the Administrative Agent to direct the Lenders to make Loans for payment of any of the items set forth in subsection (2) above if the other conditions set forth in this Agreement for Loans are not satisfied.

Interest Fees and Expenses. (1a) Included in the Project Budget are projected amounts for (ai) interest on the LoansLoans (the "Interest Reserve"), (bii) the Agency Feefees payable to Administrative Agent and the Lenders, (ciii) the fees and expenses of the Construction Consultant, Administrative Agent’s 's counsel and the Title Company Company, and (div) the fees and expenses related to the recording of the Mortgages. Subject to Borrower’s compliance with all of the conditions set forth in Schedule 4 and this Article 4, Lead Borrower may in any Request for Loan Advance request advances for the purpose of paying the aforesaid items due at such time, in which event Administrative Agent shall be authorized and is hereby directed to disburse the amount thereof to the Persons entitled to such payments. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Lead Borrower shall not have the right to request the advance of any Loans for any items covered by clauses (a) through (d) above to the extent Operating Revenues are available to pay such itemsSecurity Instrument. (2b) Borrower hereby authorizes and directs, and no further request shall be necessary from Borrower for, Administrative Agent to disburse the proceeds of any Loan as and when needed to pay (ai) interest accrued on the Notes, (bii) the Agency Feesfees payable to Administrative Agent and the Lenders, (ciii) the fees and expenses of the Construction Consultant, Administrative Agent’s 's counsel and the Title Company, (div) any expenses payable in accordance with Section 9.28, 14.3 and (ev) any Date Down Endorsements, notwithstanding that Lead Borrower may not have requested a disbursement of such amounts. Administrative Agent shall give Borrower prompt written notice of any such disbursements. (3c) Subject to the provisions of Section 14.313.3, Administrative Agent in its sole and absolute discretion may (but shall not be obligated to do so) direct the Lenders to make such Loans for disbursements authorized under this Section 4.6 7.5 notwithstanding that the Loans are not In Balance or that a Potential Default or Event of Default exists under the terms of this Agreement or any other Loan Document. Such disbursements shall constitute a Loan and be added to the principal balance of the Notes, and the Lenders shall make the applicable Loans to fund any such disbursements. The authorization hereby granted is irrevocable, and no further direction, direction or authorization or Request for Loan Advance from Lead Borrower is necessary for the Lenders Administrative Agent to make such disbursements. Nothing contained in this Section 4.6 shall require Administrative Agent to direct the Lenders to make Loans for payment of any of the items set forth in subsection (2) above if the other conditions set forth in this Agreement for Loans are not satisfied.

Interest Fees and Expenses. (1) Included in the Budget are projected amounts for (a) interest Interest on the Revolving Loans shall be payable monthly as of the last day of each month. Interest on Base Rate Loans shall be payable in an amount equal to the Base Rate plus the Base Rate Margin per annum on the average of the net balances owing by the Company to the Agent in the Revolving Loan Account (excluding amounts relating to LIBOR Loans) at the close of each day during such month. In the event of any change in said Base Rate, the rate hereunder for Base Rate Loans shall change, as of the date of such change, so as to remain a percentage equal to the Base Rate Margin above the Base Rate. The rate hereunder for Base Rate Loans shall be calculated based on a 360 day year. The Agent shall be entitled to charge the Company's Revolving Loan Account at the rate provided for herein when due until all Obligations have been paid in full. (b) Notwithstanding any provision to the Agency Feecontrary contained in this Section 8, in the event that the sum of the outstanding Revolving Loans exceeds the lesser of either (x) the maximum aggregate amount available under Section 3 of this Agreement or (y) the Revolving Line of Credit for any reason whatsoever (such excess amount, the "Overadvances") and such Overadvances continue for five (5) or more days in any month, the average net balance of all Revolving Loans for such month shall bear interest at the Overadvance Rate. (c) Upon and after the occurrence of an Event of Default and the giving of any required notice by the Agent in accordance with the provisions of Section 10.2, all Obligations shall bear interest at the Default Rate of Interest. (a) The Company will pay fees and expenses to the Agent pursuant to the Fee Letter at the times specified therein. (b) The Company will pay to the Agent (for the benefit of the Construction ConsultantLenders) the Unused Facility Fee, Administrative payable monthly in arrears as of the last Business Day of each month following the Closing Date and, with respect to the month on which the Commitment Termination Date occurs, payable in arrears as of the Commitment Termination Date. The Unused Facility Fee shall be calculated based on the actual number of days elapsed in a year of 365 days per year. NY3 - 380504.07 8.3 The Company shall pay the Agent’s counsel 's standard charges and fees for the Agent's personnel and consultants used by the Agent for reviewing the books and records of the Company and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the Collateral (which fees shall be in addition to any reasonable Out-of-Pocket Expenses) (i) in connection with not more than 2 audits or inspections in any calendar year, and (ii) in all circumstances after an Event of Default has occurred and is continuing. 8.4 The Company hereby authorizes the Agent to charge the Revolving Loan Account with the amount of all payments due hereunder as such payments become due. The Company confirms that any charges which the Agent may so make to the Revolving Loan Account as herein provided will be made as an accommodation to the Company and solely at the Agent's discretion. NY3 - 380504.07 8.5 In the event that the Agent or any Lender (or any financial institution which may become a Lender) or participant shall have determined in the exercise of its reasonable business judgment that, subsequent to the Closing Date, any change in applicable law, rule, regulation or guideline regarding capital adequacy, or any change in the interpretation or administration thereof, or compliance by the Agent or such Lender or such participant with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Agent's or such Lender's or such participant's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender or such participant could have achieved but for such adoption, change or compliance (taking into consideration the Agent or such Lender or such participant's policies with respect to capital adequacy) by an amount reasonably deemed by the Agent or such Lender or such participant to be material, then, from time to time, the Company shall pay no later than five (5) Business Days following demand to the Agent or such Lender or such participant such additional amount or amounts as will compensate the Agent's or such Lender's or participant's for such reduction. In determining such amount or amounts, the Agent or such Lender or participant may use any reasonable averaging or attribution methods. The protection of this Section 8.5 shall be available to the Agent or such Lender or such participant regardless of any possible contention of invalidity or inapplicability with respect to the applicable law, regulation or condition. A certificate of the Agent or such Lender or such participant setting forth such amount or amounts as shall be necessary to compensate the Agent or such Lender or participant with respect to this Section 8.5 and the Title calculation thereof when delivered to the Company shall be conclusive on the Company absent manifest error. Notwithstanding anything in this paragraph to the contrary, in the event the Agent or such Lender or participant has exercised its rights pursuant to this paragraph, and subsequent thereto determines that the additional amounts paid by the Company in whole or in part exceed the amount which the Agent or such Lender or such participant actually required to be made whole, the excess, if any, shall be returned to the Company by the Agent or such Lender or such participant. 8.6 In the event that any applicable law, treaty, rule or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by the Agent or such Lender or such participant with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall: (i) subject the Agent or such Lender or such participant to any tax of any kind whatsoever with respect to this Agreement or change the basis of taxation of payments to the Agent or such Lender or such participant of principal, fees, interest or any other amount payable hereunder or under any other documents (except for Excluded Taxes); (ii) impose, modify or hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by the Agent or such Lender or such participant by reason of or in respect to this Agreement and the Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (iii) impose on the Agent or such Lender or such participant any other condition with respect to this Agreement or any other document, and the result of any of the foregoing is to increase the cost to the Agent or such Lender or such participant of making, renewing or maintaining its loans hereunder by an amount that the Agent or such Lender or such participant deems to be material in the exercise of its reasonable business judgment or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans by an amount that the Agent or such Lender or such participant deems to be material in the exercise of its reasonable business judgment, then, in any case the Company shall pay the Agent or such Lender or such participant, within five (5) Business Days following its demand, such additional cost or such reduction, as the case may be (including any additional tax or charge which may be imposed upon the increased payment made pursuant to this Section 8.6 so that the Agent or such Lender or participant receives the same amount it would have received but for the imposition of such increased costs, tax or requirement). The Agent or such Lender or such participant shall certify the amount of such additional cost or reduced amount to the Company and (d) the fees calculation thereof and expenses related such certification shall be conclusive upon the Company absent manifest error. Notwithstanding anything in this paragraph to the recording NY3 - 380504.07 contrary, in the event the Agent or such Lender or such participant has exercised its rights pursuant to this paragraph, and subsequent thereto determine that the additional amounts paid by the Company in whole or in part exceed the amount which the Agent or such Lender or such participant actually required pursuant hereto, the excess, if any, shall be returned to the Company by the Agent or such Lender or such participant. 8.7 The Company may request LIBOR Loans on the following terms and conditions: (a) The Company may elect, subsequent to the Closing Date and from time to time thereafter, (i) to request any loan made hereunder to be a LIBOR Loan as of the Mortgagesdate of such loan or (ii) to convert Base Rate Loans to LIBOR Loans, and may elect from time to time to convert LIBOR Loans to Base Rate Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, provided that any such conversion of LIBOR Loans to Base Rate Loans shall only be made, subject to the second following sentence, on the last day of an Interest Period with respect thereto. Subject Should the Company elect to Borrower’s compliance convert Base Rate Loans to LIBOR Loans, it shall give the Agent at least three Business Days' prior irrevocable notice of such election. If the last day of an Interest Period with all respect to a loan that is to be converted is not a Business Day or Working Day, then such conversion shall be made on the next succeeding Business Day or Working Day, as the case may be, and during the period from such last day of an Interest Period to such succeeding Business Day, as the case may be, such loan shall bear interest as if it were a Base Rate Loan. All or any part of outstanding Base Rate Loans then outstanding with respect to Revolving Loans may be converted to LIBOR Loans as provided herein, provided that partial conversions shall be in multiples in an aggregate principal amount of $1,000,000 or more. (b) Any LIBOR Loans may be continued as such upon the expiration of an Interest Period, provided the Company so notifies the Agent, at least three (3) Business Days' prior to the expiration of said Interest Period, and provided, further, that a LIBOR Loan shall be automatically converted to a Base Rate Loan on the last day of an Interest Period if an Event of Default or event that would constitute an Event of Default but for the requirement that notice be given or time elapse is continuing. Absent such notification, LIBOR Loans shall convert to Base Rate Loans on the last day of the conditions set forth in Schedule 4 and this Article 4applicable Interest Period. Each notice of election, Lead Borrower may in any Request conversion or continuation furnished by the Company pursuant hereto shall specify whether such election, conversion or continuation is for Loan Advance request advances for the purpose of paying the aforesaid items due at such timea one, in which event Administrative Agent shall be authorized and is hereby directed to disburse the amount thereof to the Persons entitled to such paymentstwo, or three month period. Notwithstanding anything to the contrary contained in this Agreement herein, the Agent (or the other Loan Documentsany participant or Lender, Lead Borrower if applicable) shall not have be required to purchase United States Dollar deposits in the right London interbank market or from any other applicable LIBOR market or source or otherwise "match fund" to fund LIBOR Loans, but any and all provisions hereof relating to LIBOR Loans shall be deemed to apply as if the Agent (and any participant or Lender, if applicable) had purchased such deposits to fund any LIBOR Loans. NY3 - 380504.07 (c) The Company may request a LIBOR Loan, convert any Base Rate Loan or continue any LIBOR Loan provided there is then no Event of Default or event that would constitute an Event of Default but for the advance of any Loans for any items covered by clauses requirement that notice be given or time elapse continuing that has not been waived. 8.8 (a) through (d) above to the extent Operating Revenues are available to pay such items. (2) Borrower hereby authorizes Administrative Agent to disburse the proceeds of any Loan to pay (a) The LIBOR Loans shall bear interest accrued for each Interest Period with respect thereto on the Notes, (b) the Agency Fees, (c) the fees and expenses of the Construction Consultant, Administrative Agent’s counsel and the Title Company, (d) any expenses payable unpaid principal amount thereof at a rate per annum equal to LIBOR determined for each Interest Period in accordance with Section 9.28, and (e) any Date Down Endorsements, notwithstanding that Lead Borrower may not have requested a disbursement of such amounts. (3) Subject to the provisions of Section 14.3, Administrative Agent in its sole and absolute discretion may (but shall not be obligated to do so) direct the Lenders to make such Loans for disbursements authorized under this Section 4.6 notwithstanding that the Loans are not In Balance or that a Potential Default or Event of Default exists under the terms of this Agreement or any other Loan Document. Such disbursements shall constitute a Loan and be added to hereof, plus the principal balance of the Notes, and the Lenders shall make the applicable Loans to fund any such disbursements. The authorization hereby granted is irrevocable, and no further direction, authorization or Request for Loan Advance from Lead Borrower is necessary for the Lenders to make such disbursements. Nothing contained in this Section 4.6 shall require Administrative Agent to direct the Lenders to make Loans for payment of any of the items set forth in subsection (2) above if the other conditions set forth in this Agreement for Loans are not satisfiedLIBOR Rate Margin.

Interest Fees and Expenses. (1a) Included in the Project Budget are projected amounts for (ai) interest on the LoansLoans (the "Interest Reserve"), (bii) the Agency Feefees payable to Administrative Agent and the Lenders, (ciii) the fees and expenses of the Construction Consultant, Administrative Agent’s 's counsel and the Title Company Company, and (div) the fees and expenses related to the recording of the MortgagesSecurity Instrument. Subject to Borrower’s compliance with all of the conditions set forth in Schedule 4 and this Article 4, Lead Borrower may in any Request for Loan Advance request advances for the purpose of paying the aforesaid items due at such time, in which event Administrative Agent shall be authorized and is hereby directed to disburse the amount thereof to the Persons entitled to such payments. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Lead Borrower shall not have the right to request the advance of any Loans for any items covered by clauses (a) through (d) above to the extent Operating Revenues are available to pay such items. (2) Borrower hereby authorizes and directs, and no further request shall be necessary from Borrower for, Administrative Agent to disburse the proceeds of any Loan as and when needed to pay (ai) interest accrued on the Notes, (bii) the Agency Feesfees payable to Administrative Agent and the Lenders, (ciii) the fees and expenses of the Construction Consultant, Administrative Agent’s 's counsel and the Title Company, (div) any expenses payable in accordance with Section 9.28, 14.03 and (ev) any Date Down Endorsements, notwithstanding that Lead Borrower may not have requested a disbursement of such amounts. (3) . Administrative Agent shall give Borrower prompt written notice of any such disbursements. Subject to the provisions of Section 14.313.03, Administrative Agent in its sole and absolute discretion may (but shall not be obligated to do so) direct the Lenders to make such Loans for disbursements authorized under this Section 4.6 7.05 notwithstanding that the Loans are not In Balance or that a Potential Default or Event of Default exists under the terms of this Agreement or any other Loan Document. Such disbursements shall constitute a Loan and be added to the principal balance of the Notes, and the Lenders shall make the applicable Loans to fund any such disbursements. The authorization hereby granted is irrevocable, and no further direction, direction or authorization or Request for Loan Advance from Lead Borrower is necessary for the Lenders Administrative Agent to make such disbursements. Nothing contained in this Section 4.6 shall require Administrative Agent to direct the Lenders to make Loans for payment of any of the items set forth in subsection (2) above if the other conditions set forth in this Agreement for Loans are not satisfied.

Interest Fees and Expenses. (1a) Included in the Budget are projected amounts for (a) interest on the Loans, (b) the Agency Fee, (c) the fees and expenses of the Construction Consultant, Administrative AgentLender’s counsel and the Title ny-1258385 Company and (dc) the fees and expenses related to the recording of the Mortgages. Subject to Borrower’s compliance with all of the conditions set forth in Schedule 4 Exhibit G and this Article 4IV, Lead Borrower may in any Request for Loan Advance request advances for the purpose of paying the aforesaid items due at such time, in which event Administrative Agent Lender shall be authorized and is hereby directed to disburse the amount thereof to the Persons entitled to such payments. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Lead Borrower shall not have the right to request the advance of any Loans for any items covered by clauses (a) through (d) above to the extent Operating Revenues are available to pay such items. (2b) Borrower hereby authorizes Administrative Agent Lender to disburse the proceeds of any Loan to pay (a) interest accrued on the Notes, (b) the Agency Fees, (c) the fees and expenses of the Construction Consultant, Administrative AgentLender’s counsel and the Title Company, and (dc) any expenses payable in accordance with Section 9.28, and (e) any Date Down Endorsementsto be reimbursed by Borrower to Lender under the Loan Documents, notwithstanding that Lead Borrower may not have requested a disbursement of such amounts. (3c) Subject to the provisions of Section 14.3, Administrative Agent Lender in its sole and absolute discretion may (but shall not be obligated to do so) direct the Lenders to make such Loans for disbursements authorized under this Section 4.6 notwithstanding that the Loans are not In In-Balance or that a Potential Default or an Event of Default exists under the terms of this Agreement or any other Loan Document. Such disbursements shall constitute a Loan and be added to the principal balance of the Notes, and the Lenders shall make the applicable Loans to fund any such disbursements. The authorization hereby granted is irrevocable, and no further direction, authorization or Request for Loan Advance from Lead Borrower is necessary for the Lenders Lender to make such disbursements. Nothing contained in this Section 4.6 shall require Administrative Agent to direct the Lenders Lender to make Loans for payment of any of the items set forth in subsection (2) above if the other conditions set forth in this Agreement for Loans are not satisfied.

Interest Fees and Expenses. (1) Included in the Project Budget are projected amounts for (ai) interest on the LoansLoans (the "Interest Reserve"), (bii) the Agency Feefees payable to Administrative Agent and the Lenders, (ciii) the fees and expenses of the Construction Consultant, Administrative Agent’s 's counsel and the Title Company Company, and (div) the fees and expenses related to the recording of the MortgagesSecurity Instrument. Subject to Borrower’s compliance with all of the conditions set forth in Schedule 4 and this Article 4, Lead Borrower may in any Request for Loan Advance request advances for the purpose of paying the aforesaid items due at such time, in which event Administrative Agent shall be authorized and is hereby directed to disburse the amount thereof to the Persons entitled to such payments. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Lead Borrower shall not have the right to request the advance of any Loans for any items covered by clauses (a) through (d) above to the extent Operating Revenues are available to pay such items. (2) Borrower hereby authorizes and directs, and no further request shall be necessary from Borrower for, Administrative Agent to disburse the proceeds of any Loan as and when needed to pay (ai) interest accrued on the Notes, (bii) the Agency Feesfees payable to Administrative Agent and the Lenders, (ciii) the fees and expenses of the Construction Consultant, Administrative Agent’s 's counsel and the Title Company, (div) any expenses payable in accordance with Section 9.28, 14.03 and (ev) any Date Down Endorsements, notwithstanding that Lead Borrower may not have requested a disbursement of such amounts. (3) . Administrative Agent shall give Borrower prompt written notice of any such disbursements. Subject to the provisions of Section 14.313.03, Administrative Agent in its sole and absolute discretion may (but shall not be obligated to do so) direct the Lenders to make such Loans for disbursements authorized under this Section 4.6 7.05 notwithstanding that the Loans are not In Balance or that a Potential Default or Event of Default exists under the terms of this Agreement or any other Loan Document. Such disbursements shall constitute a Loan and be added to the principal balance of the Notes, and the Lenders shall make the applicable Loans to fund any such disbursements. The authorization hereby granted is irrevocable, and no further direction, direction or authorization or Request for Loan Advance from Lead Borrower is necessary for the Lenders Administrative Agent to make such disbursements. Nothing contained in this Section 4.6 shall require Administrative Agent to direct the Lenders to make Loans for payment of any Retainage. Disbursement of the items available proceeds of each Loan with respect only to Hard Costs shall be limited to ninety percent (90%) of the value of the Hard Costs set forth in subsection (2) above if the other conditions applicable Request for Loan Advance; provided, however, that in no event shall such percentage be less than the retainage percentage set forth in any contract or subcontract for such portion of the Improvements (the amounts retained by Administrative Agent pursuant to this Agreement Section 7.06(a) being, collectively, the "Retainage"). No Retainage will apply to (i) any Soft Costs or (ii) the General Contractor Fees and general conditions performed by the General Contractor pursuant to the General Contract. Administrative Agent shall advance proceeds of Loans pursuant to a Request for Loans are not satisfiedLoan Advance to pay portions of the Retainage with respect to each contract (including a Major Subcontract) prior to the Completion of all Base Building Work, within fifteen (15) days after Borrower's compliance with the following conditions to the satisfaction of Administrative Agent with respect to such contracts: except with respect to the payment of interim retainage prior to the completion of all of the work in accordance with the terms of the applicable contract, all of the work under such contract is finally completed in accordance with the terms of such contract and the applicable Plans and Specifications, and Administrative Agent receives a certification to that effect from an Authorized Officer of Borrower and Borrower's Architect and such work has been approved by the Construction Consultant; the work performed by such contractor has been approved, to the extent such approval is required, by the Governmental Authorities having jurisdiction over the same and the applicable permits with respect to such work, if any, have been issued; the contract provides for such early release of the applicable Retainage; the applicable contractor (including the General Contractor), subcontractor, materialman or other supplier with respect to which the Retainage is being released delivers to Administrative Agent a final and complete unconditional release of Lien; if and as required by Administrative Agent, Administrative Agent shall have received copies of any warranties, guaranties or "as built" drawings relating to the work performed by each such contractor, subcontractor, materialman or other supplier in connection with the Base Building Work; and all other applicable requirements and conditions with respect to such advance of Loan proceeds have been satisfied or previously waived in writing by Administrative Agent.

Interest Fees and Expenses. To the extent actually incurred, and subject to paragraph 16 hereof, the Pre-Petition Agent shall receive from the Debtors (1i) Included in the Budget are projected amounts for (a) immediate cash payment of all accrued and unpaid interest on the LoansPre-Petition Debt and letter of credit fees at the non-default rates provided for in the Existing Agreements, and all other accrued and unpaid fees and disbursements (bincluding, but not limited to, fees owed to the Pre-Petition Agent) owing to the Agency Fee, Pre-Petition Agent under the Existing Agreements and incurred prior to the Petition Date; (cii) the current cash payments of all fees and expenses payable to the Pre-Petition Agent under the Existing Agreements limited to the reasonable fees and disbursements of one counsel to the Construction ConsultantPre-Petition Agent promptly upon receipt of invoices therefor; (iii) on the first business day of each month, Administrative Agent’s counsel all accrued but unpaid interest on the Pre-Petition Debt and letters of credit and other fees at the non-default contract rate applicable on the Petition Date (including LIBOR pricing options available in accordance with the Existing Agreements) under the Existing Agreements; provided that, without prejudice to the rights of any other party to contest such assertion, the Pre-Petition Secured Lenders reserve their rights to assert claims for the payment of additional interest calculated at any other applicable rate of interest (including, without limitation, default rates), or on any other basis, provided for in the Existing Agreements, and for the payment of any other amounts provided for in the Existing Agreements; and (iv) the deposit, prior to the Petition Date, with the Pre-Petition Agent of $750,000 (the “Escrow Amount”) to be held in escrow by the Pre-Petition Agent (which payments shall not be subject to the DIP Liens, the Adequate Protection Liens and the Title Company Junior Adequate Protection Liens) and (d) used solely to reimburse the fees and expenses related Pre-Petition Agent, upon two business days’ notice to the recording Debtors and thereafter with no further order of the Mortgages. Subject to Borrower’s compliance with all of the conditions set forth in Schedule 4 and this Article 4Court required, Lead Borrower may in any Request for Loan Advance request advances for the purpose of paying the aforesaid items due at such time, in which event Administrative Agent shall be authorized and is hereby directed to disburse the amount thereof to the Persons entitled to such payments. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Lead Borrower shall not have the right to request the advance of any Loans for any items covered by clauses (a) through (d) above to the extent Operating Revenues are available required by the Debtors to pay such items. (2) Borrower hereby authorizes Administrative be paid by them to the Pre-Petition Agent to disburse the proceeds of any Loan to pay (a) interest accrued on the Notes, (b) the Agency Fees, (c) the fees and expenses of the Construction Consultant, Administrative Agent’s counsel and the Title Company, (d) any expenses payable Pre-Petition Secured Lenders in accordance with Section 9.28the terms of the Existing Agreements or by further order of the Court (any such payment, a “Payment Obligation”) (with any unused amounts subject to the liens hereunder in their order of priority) and (e) any Date Down Endorsements, notwithstanding that Lead Borrower may not have requested a disbursement of such amounts. (3) Subject without regard to the provisions of Section 14.3paragraph 8(a) or paragraph 12(a) hereof. To the extent the Escrow Amount is not sufficient to cover the Payment Obligations, Administrative Agent in its sole the Debtors shall remain liable for the Payment Obligations, which are and absolute discretion may (but shall not be obligated to do so) direct the Lenders to make such Loans for disbursements authorized under this Section 4.6 notwithstanding that the Loans are not In Balance or that a Potential Default or Event of Default exists under the terms of this Agreement or any other Loan Document. Such disbursements shall constitute a Loan and be added remain junior to the principal balance of the Notes, and the Lenders shall make the applicable Loans to fund any such disbursements. The authorization hereby granted is irrevocable, and no further direction, authorization or Request for Loan Advance from Lead Borrower is necessary for the Lenders to make such disbursements. Nothing contained in this Section 4.6 shall require Administrative Agent to direct the Lenders to make Loans for payment of any of the items set forth in subsection (2) above if the other conditions set forth in this Agreement for Loans are not satisfiedDIP Liens.

Interest Fees and Expenses. (1) Included in the Budget are projected amounts for (a) interest Interest on the LoansRevolving Loans and Term Loan A shall be payable monthly as of the end of each month on the unpaid balance or on payment in full prior to maturity. The Revolving Loans and Term Loan A shall bear interest at a rate equal to the Chase Bank Rate plus one and one half percent (1.50%) per annum on the average of the net balances owing by the Company to CIT in the Revolving Loan Account at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate hereunder shall change, as of the date (b) Upon and after the Agency Fee, (c) the fees and expenses occurrence of the Construction Consultant, Administrative Agent’s counsel an Event of Default and the Title Company and (d) the fees and expenses related to the recording of the Mortgages. Subject to Borrower’s compliance with all of the conditions set forth in Schedule 4 and this Article 4, Lead Borrower may in any Request for Loan Advance request advances for the purpose of paying the aforesaid items due at such time, in which event Administrative Agent shall be authorized and is hereby directed to disburse the amount thereof to the Persons entitled to such payments. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Lead Borrower shall not have the right to request the advance giving of any Loans for any items covered required notice by clauses (a) through (d) above to the extent Operating Revenues are available to pay such items. (2) Borrower hereby authorizes Administrative Agent to disburse the proceeds of any Loan to pay (a) interest accrued on the Notes, (b) the Agency Fees, (c) the fees and expenses of the Construction Consultant, Administrative Agent’s counsel and the Title Company, (d) any expenses payable CIT in accordance with Section 9.28, and (e) any Date Down Endorsements, notwithstanding that Lead Borrower may not have requested a disbursement of such amounts. (3) Subject to the provisions of Section 14.310, Administrative Agent Paragraph 10.2 hereof, all Obligations shall bear interest at the Default Rate of Interest. 8.2 The Company shall reimburse or pay CIT, as the case may be, for: (a) all Out-of-Pocket Expenses and (b) any other applicable fees. 8.3 To induce CIT to enter into this Financing Agreement and to extend to the Company the Revolving Loans and the Term Loan, the Company shall pay to CIT a Loan Facility Fee in its sole and absolute discretion may (but shall not be obligated to do so) direct the Lenders to make such Loans for disbursements authorized under this Section 4.6 notwithstanding that the Loans are not In Balance or that a Potential Default or Event amount of Default exists under the terms $200,000.00 payable upon execution of this Financing Agreement. The Commitment Fee, less Out-of-Pocket Expenses, shall be credited toward the Loan Facility Fee upon consummation of this financing transaction on the Closing Date. 8.4 The Company shall pay CIT's standard charges and fees (currently $750 per person per day subject to change) for CIT's personnel used by CIT for reviewing the books and records of the Company and for verifying, testing, protecting, safeguarding, preserving or disposing of all or any part of the Collateral (which fees shall be in addition to any Out-of-Pocket Expenses). 8.5 The Company hereby authorizes CIT to charge the Revolving Loan Account with the amount of all payments due hereunder as such payments become due. The Company confirms that any charges which CIT may so make to the Revolving Loan Account as herein provided will be made as an accommodation to the Company and solely at CIT's discretion. 8.6 In the event that CIT or any participant hereunder (or any financial institution which may from time to time become a participant or lender hereunder) shall have determined in the exercise of its reasonable business judgement that, subsequent to the Closing Date, any change in applicable law, rule, regulation or guideline regarding capital adequacy, or any change in the interpretation or administration thereof, or compliance by CIT or such participant with any new request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on CIT's or such participant's capital as a consequence of its obligations hereunder to a level below that which CIT or such participant could have achieved but for such adoption, change or compliance (taking into consideration CIT or such participant's policies with respect to capital adequacy) by an amount reasonably deemed by CIT or such participant to be material, then, from time to time, the Company shall pay no later than five (5) days following demand to CIT or such participant such additional amount or amounts as will compensate CIT's or such participant's for such reduction. In determining such amount or amounts, CIT or such participant may use any reason-able averaging or attribution methods. The protection of this 8.7 In the event that any applicable law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by CIT or such participant with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall: (a) subject CIT or such participant to any tax of any kind whatsoever with respect to this Financing Agreement or change the basis of taxation of payments to CIT or such participant of principal, fees, interest or any other amount payable hereunder or under any other documents (except for changes in the rate of tax on the overall net income of CIT or such participant by the federal government or the jurisdiction in which it maintains its principal office); (b) impose, modify or hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by CIT or such participant by reason of or in respect to this Financing Agreement and the Loan Documents, including (without limitation) pursuant to Regulation D of the Board of Governors of the Federal Reserve System; or (c) impose on CIT or such participant any other condition with respect to this Financing Agreement or any other Loan Document. Such disbursements shall constitute a Loan and be added to the principal balance of the Notesdocument, and the Lenders shall make the applicable Loans to fund any such disbursements. The authorization hereby granted is irrevocable, and no further direction, authorization or Request for Loan Advance from Lead Borrower is necessary for the Lenders to make such disbursements. Nothing contained in this Section 4.6 shall require Administrative Agent to direct the Lenders to make Loans for payment result of any of the items set forth foregoing is to increase the cost to CIT or such participant of making, renewing or maintaining its loans hereunder by an amount that CIT or such participant deems to be material in subsection the exercise of its reasonable business judgement or to reduce the amount of any payment (2whether of principal, interest or otherwise) above if in respect of any of the other conditions set forth loans by an amount that CIT or such participant deems to be material in the exercise of its reasonable business judgement, then, in any case the Company shall pay CIT or such participant, within five (5) days following its demand, such additional cost or such reduction, as the case may be. CIT or such participant shall certify the amount of such additional cost or reduced amount to the Company and the calculation thereof and such certification shall be conclusive upon the Company absent manifest error. Notwithstanding anything in this paragraph to the contrary, in the event CIT or such participant has exercised its rights pursuant to this paragraph, and subsequent thereto determine that the additional amounts paid by the Company in whole or in part exceed the amount which CIT or such participant actually required pursuant hereto, the excess, if any, shall be returned to the Company by CIT or such participant. 8.8 For purposes of this Financing Agreement for Loans are not satisfiedand Section 8 thereof, any reference to CIT shall include any financial institution which may become a participant or co-lender subsequent to the Closing Date.