Common use of Loan Balancing and Shortfalls Clause in Contracts

Loan Balancing and Shortfalls. (a) Notwithstanding anything contained herein to the contrary, if at any time or from time to time during the term of this Agreement, Lender shall reasonably determine that there exists any Shortfall, Lender shall deliver notice of such determination to Borrowers and thereafter until such Shortfall no longer exists, Lender will not be obligated to make any Construction Loan Advances and, within ten (10) days of receipt of such notice of determination, Borrowers shall take any one of, or a combination of, the following actions: (i) deposit with Lender an amount equal to the Shortfall (such deposited funds, the “Shortfall Funds”), (ii) deliver a Required Equity Letter of Credit in the amount of the Shortfall, or (iii) make one or more payments on account of Hard Costs and/or Soft Costs until the Shortfall has been reduced to zero and deliver to Lender reasonably satisfactory evidence thereof. (b) Any payment of Shortfall Funds made to Lender pursuant to Section 3.12(a)(i) hereof shall be deposited into an account with Lender (the “Shortfall Account”). Provided no Event of Default has occurred and is continuing, any funds held in the Shortfall Account will be advanced by Lender to Borrowers as though such funds were proceeds of the Construction Loan and subject to all of the conditions with respect thereto set forth in Sections 3.2, 3.3 and/or 3.4 hereof, as applicable, prior to any further Construction Loan Advances. Until so advanced to Borrowers pursuant to the provisions of Sections 3.2, 3.3 and/or 3.4 hereof, as applicable, all such Shortfall Funds on deposit in the Shortfall Account shall be held as cash collateral and additional security for the Debt and the Other Obligations and shall constitute a Reserve Fund in which Lender shall have a Lien and security interest pursuant to the provisions of Section 7.8 hereof. (c) Upon the taking of any of the actions contemplated under Section 3.12(a) hereof to cure any Shortfall, such Shortfall shall be deemed to no longer exist for the purposes of this Agreement.

Loan Balancing and Shortfalls. (a) Notwithstanding anything contained herein to the contrary, if at any time or from time to time during the term of this Agreement, Lender shall reasonably determine that there exists any Shortfall, Lender shall deliver notice of such determination to Borrowers and thereafter until such Shortfall no longer exists, Lender will not be obligated to make any Construction Loan Advances (but may or may not, in its sole discretion, make any Quarterly Deficiency Advance(s) and/or the Second Anniversary Unfunded Construction Loan Advance), and, within ten (10) days of receipt of such notice of determination, Borrowers shall take any one of, or a combination of, the following actions: (i) deposit with Lender an amount equal to the Shortfall (such deposited funds, the “Shortfall Funds”), (ii) deliver a Required Equity Letter of Credit in the amount of the Shortfall, or (iii) make one or more payments on account of Hard Costs and/or Soft Costs until the Shortfall has been reduced to zero and deliver to Lender reasonably satisfactory evidence thereof. (b) Any payment of Shortfall Funds made to Lender pursuant to Section 3.12(a)(i) hereof shall be deposited into an account with Lender (the “Shortfall Account”). Provided no Event of Default has occurred and is continuing, any funds held in the Shortfall Account will be advanced by Lender to Borrowers as though such funds were proceeds of the Construction Loan and subject to all of the conditions with respect thereto set forth in Sections 3.2, 3.3 and/or 3.4 hereof, as applicable, prior to any further Construction Loan Advances. Until so advanced to Borrowers pursuant to the provisions of Sections 3.2, 3.3 and/or 3.4 hereof, as applicable, all such Shortfall Funds on deposit in the Shortfall Account shall be held as cash collateral and additional security for the Debt and the Other Obligations and shall constitute a Reserve Fund in which Lender shall have a Lien and security interest pursuant to the provisions of Section 7.8 hereof. (c) Upon the taking of any of the actions contemplated under Section 3.12(a) hereof to cure any Shortfall, such Shortfall shall be deemed to no longer exist for the purposes of this Agreement.

Loan Balancing and Shortfalls. (ai) Notwithstanding anything contained herein Agent and Lenders will not be required to make Advances pursuant to the contrary, if at any time or from time to time during the term provisions of this AgreementAgreement or any of the other Loan Documents for more than the amount of any Line Item in the Project Budget, Lender unless Cost Savings from other Line Items have previously been reallocated in accordance with the terms hereof or all or a portion of the Line Item designated as “General Contingency” or “Cost Savings Contingency” has been reallocated to such Line Item in accordance with the terms hereof or any of the actions other set forth in this Section 2.1(f). (ii) In the event that Agent shall reasonably determine that there exists any ShortfallShortfall with respect to any Advance as of the Advance Period Date, Lender Agent shall deliver notice of such determination to Borrowers Borrower and thereafter until Borrower has advanced funds equal to such Shortfall no longer existsShortfall, Lender Agent and Lenders will not be obligated to make any Construction Advances under this Agreement or any of the other Loan Advances Documents and, within ten (10) days of receipt of such notice of determination, Borrowers Borrower shall take any one of, or a combination of, of the following actions: action: (iA) deposit with Lender an amount equal establish to Agent’s reasonable satisfaction that contrary to Agent’s prior determination, no Shortfall then exists; (B) move any Line Item designated as “General Contingency” or “Cost Saving Contingency” pursuant to the Shortfall (terms hereof such deposited funds, that the “Shortfall Funds”), (ii) deliver a Required Equity Letter of Credit in the amount aggregate sum of the Shortfall, or Shortfall is reduced to zero; or (iiiC) make one or more payments on account of Hard Costs and/or Soft Costs Costs, until the Shortfall has been reduced to zero and deliver to Lender reasonably satisfactory evidence thereofzero. (b) Any payment of Shortfall Funds made to Lender pursuant to Section 3.12(a)(i) hereof shall be deposited into an account with Lender (the “Shortfall Account”). Provided no Event of Default has occurred and is continuing, any funds held in the Shortfall Account will be advanced by Lender to Borrowers as though such funds were proceeds of the Construction Loan and subject to all of the conditions with respect thereto set forth in Sections 3.2, 3.3 and/or 3.4 hereof, as applicable, prior to any further Construction Loan Advances. Until so advanced to Borrowers pursuant to the provisions of Sections 3.2, 3.3 and/or 3.4 hereof, as applicable, all such Shortfall Funds on deposit in the Shortfall Account shall be held as cash collateral and additional security for the Debt and the Other Obligations and shall constitute a Reserve Fund in which Lender shall have a Lien and security interest pursuant to the provisions of Section 7.8 hereof. (c) Upon the taking of any of the actions contemplated under Section 3.12(a) hereof to cure any Shortfall, such Shortfall shall be deemed to no longer exist for the purposes of this Agreement.

Loan Balancing and Shortfalls. (a) Notwithstanding anything contained herein to the contrary, if at any time or from time to time during the term of this Agreement, Lender shall reasonably determine that there exists any Shortfall, Lender shall deliver notice of such determination to Borrowers and thereafter until such Shortfall no longer exists, Lender will not be obligated to make any Construction Loan Advances (but may or may not, in its sole discretion, make the Remaining Construction Loan Advance), and, within ten (10) days of receipt of such notice of determination, Borrowers shall take any one of, or a combination of, the following actions: (i) deposit with Lender an amount equal to the Shortfall (such deposited funds, the “Shortfall Funds”), (ii) deliver a Required Equity Letter of Credit in the amount of the Shortfall, or (iii) make one or more payments on account of Hard Costs and/or Soft Costs until the Shortfall has been reduced to zero and deliver to Lender reasonably satisfactory evidence thereof. (b) Any payment of Shortfall Funds made to Lender pursuant to Section 3.12(a)(i) hereof shall be deposited into an account with Lender (the “Shortfall Account”). Provided no Event of Default has occurred and is continuing, any funds held in the Shortfall Account will be advanced by Lender to Borrowers as though such funds were proceeds of the Construction Loan and subject to all of the conditions with respect thereto set forth in Sections 3.2, 3.3 and/or 3.4 hereof, as applicable, prior to any further Construction Loan Advances. Until so advanced to Borrowers pursuant to the provisions of Sections 3.2, 3.3 and/or 3.4 hereof, as applicable, all such Shortfall Funds on deposit in the Shortfall Account shall be held as cash collateral and additional security for the Debt and the Other Obligations and shall constitute a Reserve Fund in which Lender shall have a Lien and security interest pursuant to the provisions of Section 7.8 hereof. (c) Upon the taking of any of the actions contemplated under Section 3.12(a) hereof to cure any Shortfall, such Shortfall shall be deemed to no longer exist for the purposes of this Agreement.

Loan Balancing and Shortfalls. (a) Notwithstanding anything contained herein Lender will not be required to make Project Advances pursuant to the contrary, if at any time or from time to time during the term provisions of this AgreementAgreement or any of the other Loan Documents for more than the amount of any Line Item in the Project Budget for the any Project, unless Cost Savings from other Line Items have previously been reallocated in accordance with the terms hereof or all or a portion of the Line Item designated as “Contingency” has been reallocated to such Line Item in accordance with the terms hereof or any of the actions set forth in Section 3.1.11 below are taken. (b) In the event that Lender shall reasonably determine (after reasonable consultation with Borrowers) that there exists any ShortfallShortfall with respect to the Future Funding, Lender shall deliver notice of such determination to Borrowers Borrower and thereafter until such Shortfall no longer exists, Lender will not be obligated to make any Construction Advances of the Future Funding under this Agreement or any of the other Loan Advances Documents and, within ten (10) days of receipt of such notice of determination, Borrowers Borrower shall take any one of, or a combination of, of the following actions: action: (i) establish to Lender’s reasonable satisfaction that contrary to Lender’s prior determination, no Shortfall then exists; (ii) reallocate Cost Savings and/or any Line Item designated as “Contingency” pursuant to the terms hereof such that the aggregate sum of the Shortfall is reduced to zero; (iii) deposit cash (“Deficiency Cash Collateral”) with Lender an amount equal as provided herein) or deliver to the Shortfall Lender, as beneficiary, one or more Letters of Credit (such deposited funds, the a “Shortfall FundsDeficiency Letter of Credit”), (ii) deliver a Required Equity Letter of Credit in either case in the aggregate amount of the Shortfall, or ; or (iiiiv) make one or more payments on account of Hard Costs and/or Soft Costs until the Shortfall has been reduced to zero and deliver to Lender reasonably satisfactory evidence thereof. (b) Any payment of Shortfall Funds made to Lender pursuant to Section 3.12(a)(i) hereof shall be deposited into an account with Lender (the “Shortfall Account”). Provided no Event of Default has occurred and is continuing, any funds held in the Shortfall Account will be advanced by Lender to Borrowers as though such funds were proceeds of the Construction Loan and subject to all of the conditions with respect thereto set forth in Sections 3.2, 3.3 and/or 3.4 hereof, as applicable, prior to any further Construction Loan Advances. Until so advanced to Borrowers pursuant to the provisions of Sections 3.2, 3.3 and/or 3.4 hereof, as applicable, all such Shortfall Funds on deposit in the Shortfall Account shall be held as cash collateral and additional security for the Debt and the Other Obligations and shall constitute a Reserve Fund in which Lender shall have a Lien and security interest pursuant to the provisions of Section 7.8 hereofzero. (c) Upon the taking of any of the actions contemplated under Section 3.12(a) hereof to cure any ShortfallIf Borrower deposits Deficiency Cash Collateral with Lender, such Shortfall deposit shall be deemed to no longer exist held in an account which shall be treated as a Reserve Account for the all purposes of this Agreement, including Section 7.9. Any Deficiency Letter of Credit shall have an expiration date not earlier than thirty (30) days after the Maturity Date, provided that the expiration date may be one (1) year from its issuance if the Deficiency Letter of Credit provides for a drawing by Lender of the full amount thereof at any time on or after the thirtieth (30th) day preceding its stated expiration date if it has not been renewed or extended. (d) Until such time as all Project Costs of the Project have been paid in full or any Shortfall for the Future Funding has been eliminated, Borrower shall have no right to any Deficiency Cash Collateral except for the purpose for which such funds were deposited; provided that, so long as an Event of Default exists, Borrower shall have no right to any such Deficiency Cash Collateral for any purpose and Lender may use and apply such deposit in its sole discretion in accordance with the terms hereof. Until expended or applied as provided herein, any Deficiency Cash Collateral and the proceeds of any Deficiency Letter of Credit, together with any interest thereon, shall constitute additional security for the obligations of Borrower hereunder. (e) Any Deficiency Letter of Credit shall be held by Lender and may be drawn at any time within thirty (30) days prior to the expiration thereof (unless replaced or renewed prior to such drawing) or upon the occurrence and during the continuance of an Event of Default, whereupon the proceeds of the Deficiency Letter of Credit shall be treated as Deficiency Cash Collateral for all purposes. Any remaining cash amounts held as Deficiency Cash Collateral shall be advanced to pay Project Costs for the Renovation Project in the same manner as if such amounts were proceeds of the Future Funding. (f) In the event that after the deposit of any Deficiency Cash Collateral but prior to disbursement thereof or after the delivery of a Deficiency Letter of Credit but prior to the draw of all proceeds thereof, Borrower shall establish to Lender’s satisfaction that due to a change in circumstances, the amount of the Deficiency Cash Collateral or the Deficiency Letter of Credit exceeds the Shortfall for the Future Funding, then, promptly following the request of Borrower and provided no Event of Default shall then exist, such Deficiency Cash Collateral, up to the amount of such excess, shall be disbursed to Borrower or the amount of any Deficiency Letter of Credit, up to the amount of such excess, may be reduced.