Common use of Loan Balancing Clause in Contracts

Loan Balancing. If at any time Administrative Agent notifies -------------- Borrower that, in Administrative Agent's sole judgment following consultation with Borrower, the undisbursed balance of the Loan is insufficient to pay the remaining Direct and Indirect Costs, Borrower shall, at its option, either (i) within ten (10) days of Administrative Agent's notification as aforesaid, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may from time to time apply, or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, in the amount of such deficiency so that the amount of the Loan which remains to be disbursed shall be sufficient to pay all remaining Direct and Indirect Costs, and Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall require. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest in, for the benefit of Lenders, any sums deposited pursuant to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Costs as approved by Administrative Agent. Lenders shall have no obligation to make any further advances of proceeds of the Loan until the sums required to be deposited pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as the case may be, and, in either 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 Administrative Agent determines that the amount thereof is more than the excess, if any, of the total remaining Costs of completion of the Improvements over the undisbursed balance of the Loan; provided, however, that -------- ------- should an Event of Default occur, Administrative Agent shall, at the option of the Required Lenders, apply such amounts either to the Costs of completion of the Improvements or to the immediate reduction of outstanding principal and/or interest under the Notes.

Loan Balancing. If As agreed in Section 7.8 of the Work Letter, -------------- ----------- Lender is under no obligation to bear any portion of the Greenhouse Costs and has only the obligation to disburse proceeds of the Loan in accordance with the terms and conditions of the Loan Documents. Lender shall not be obligated to disburse any Construction Holdback Advance if Lender reasonably determines at any that time Administrative Agent notifies -------------- that the Loan is not "in balance" i.e, the remaining Greenhouse Costs ---- exceed the remaining undisbursed proceeds of the Loan. The Loan shall be "in balance" only at such times as Borrower has invested sufficient funds into the payment of Greenhouse Costs so that, in Administrative AgentLender's sole judgment following consultation with Borrowerreasonable judgment, the undisbursed balance portion of the Loan is insufficient to pay the remaining Direct and Indirect CostsHoldback for Construction (including any previously unallocated contingency funds, Borrower shall, at its option, either (iif any) within ten (10) days of Administrative Agent's notification as aforesaid, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may from time to time apply, or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, in the amount of such deficiency so that the amount of the Loan which remains to be disbursed shall be sufficient to complete construction of and maintain the Greenhouse and pay all remaining Direct and Indirect CostsGreenhouse Costs until repayment in full of the Loan. The determination as to whether the Loan is "in balance" may be made by Lender at any time, including with each Notice of Advance. Upon at least five Business Days' written notice from Lender that the Loan is not "in balance", Borrower shall either (x) deposit with Lender, in cash or cash equivalents, the amount that Lender, in its reasonable opinion, deems necessary to put the Loan "in balance" or (y) furnish Lender with paid invoices, bills, and receipts indicating that Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall require. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest inhas paid, from Borrower's own funds, for the benefit of Lenders, any sums deposited pursuant Greenhouse Costs in a sufficient amount to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Costs as approved by Administrative Agent. Lenders shall have no obligation to make any further advances of proceeds of put the Loan until the sums required to be deposited pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as the case may be, and, in either such case, the Loan is back "in balance". Any such sums not used as provided amounts that are deposited with Lender to put the Loan "in said clause (i) balance" shall be released to Borrower when and the next funds disbursed by Lender, subject to the extent that Administrative Agent determines that terms and conditions of this Note. Lender shall pay no interest on such deposited funds. Any failure or refusal by Borrower to comply with the amount thereof is more than the excess, if any, provisions of the total remaining Costs of completion of the Improvements over the undisbursed balance of the Loan; provided, however, that -------- ------- should this subparagraph shall be deemed a material default under this Note and an Event of Default occur, Administrative Agent shall, at under the option of the Required Lenders, apply such amounts either to the Costs of Loan Documents. If upon substantial completion of the Improvements or Greenhouse and the payment of all sums due in connection therewith there remain any undisbursed proceeds of the Loan, Borrower shall be entitled to such undisbursed proceeds solely to the immediate reduction extent of outstanding principal and/or interest under any deposits that Borrower actually made with Lender in order to put the NotesLoan "in balance".

Loan Balancing. (a) A reserve account (the “Borrower’s Deposit”) shall be established at Lender to the extent required pursuant to this Section 3.6 which Borrower’s Deposit shall be managed and held in accordance with the terms of this provision. Borrower shall have no access whatsoever to the Borrower’s Deposit. If at any time Administrative Agent notifies -------------- the Fee Owner has failed to replenish the Interest Reserve Account in accordance with Section 7.2.3 of the Underlying Loan Agreement and Lender determines in its reasonable discretion that the undisbursed proceeds of the Interest Allocation are insufficient to pay all Interest Charges through the Maturity Date of the then-applicable term, then Borrower thatshall be required to deposit with Lender, in Administrative Agent's sole judgment following consultation with Borrowerwithin twenty (20) Business Days after Lender’s written request therefor, sufficient additional funds to cover the deficiency which Lender deems to exist (such amount, the undisbursed balance “Deficiency”). All sums in the Borrower’s Deposit may be subject to designation by Lender as being allocated to the Interest Allocation and used for Interest Charges. At Lender’s discretion, all sums in the Borrower’s Deposit will be disbursed by Lender to Lender or Borrower (as applicable) pursuant to the terms and conditions hereof as if they constituted a part of the Loan is insufficient being made hereunder. Notwithstanding anything herein to the contrary, to the extent there are any funds held in the Borrower’s Deposit, such funds shall be utilized to pay the remaining Direct Interest Charges prior to any Advance from the Interest Allocation and Indirect Costs, Borrower shall, at its option, either (i) within ten (10) days of Administrative Agent's notification as aforesaid, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may from time to time apply, or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, in the amount of such deficiency so that the amount of the Loan which remains to shall not be disbursed shall be sufficient to pay all remaining Direct and Indirect Costs, and Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall require. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest in, for the benefit of Lenders, any sums deposited pursuant to clause (i) above and that Borrower shall have no right to withdraw any such sums except used for the payment of the aforesaid Costs as approved by Administrative Agent. Lenders shall have no obligation to make any further advances of proceeds of the Loan until the sums required to be deposited pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as the case may be, and, in either 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 Administrative Agent determines that the amount thereof is more than the excess, if any, of the total remaining Costs of completion of the Improvements over the undisbursed balance of the Loan; provided, however, that -------- ------- should an Event of Default occur, Administrative Agent shall, at the option of the Required Lenders, apply such amounts either to the Costs of completion of the Improvements or to the immediate reduction of outstanding principal and/or interest under the NotesUnderlying Interest Charges.

Loan Balancing. If at any time Administrative Agent notifies Lender shall be obligated to disburse -------------- Borrower that, in Administrative Agent's sole judgment following consultation with Borrower, the undisbursed balance Construction Holdback Advance only when such portion of the Loan is insufficient "in balance." The Construction Holdback Advance portion of the Loan shall be "in balance" only at such times as Borrower has invested sufficient funds into the payment of Project Costs so that, in Lender's reasonable judgment, (a) taking into account the disbursement of the Interest Reserve Holdback Advance, the undisbursed portion of the Construction Holdback Advance shall be sufficient to complete and maintain the Project and pay all Project Costs until repayment in full of such portion of the remaining Direct Loan. and Indirect Costs, Borrower shall, at its option, either (b) the undisbursed portion of (i) within ten (10) days of Administrative Agent's notification as aforesaidthe Construction Holdback Advance proceeds allocated to the cost category described in the Sources and Uses Schedule, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may from time to time apply, or allow Borrower to apply, to such Costs or plus (ii) pay for such Costs, as incurred, the Construction Holdback Advance proceeds in the amount applicable contingency cost category (if any) of such deficiency so that Sources and Uses Schedule (to the amount extent such contingency funds have not theretofore been set aside by Lender for the payment of the Loan which remains to be disbursed overruns in other cost categories) shall be sufficient to pay all remaining Direct and Indirect Costsin full the costs to which such amount is allocated. The determination as to whether or not the Loan is "in balance" may be made by Lender at anytime, and Borrower shall furnish Administrative Agent including with such evidence thereof as Administrative Agent shall requireeach Request for Advance. Borrower hereby agrees Upon twenty-one (21) days' written notice from Lender that Administrative Agent shall have a lien on and security interest in, for the benefit of Lenders, any sums deposited pursuant to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Costs as approved by Administrative Agent. Lenders shall have no obligation to make any further advances of proceeds Construction Holdback Advance portion of the Loan until the sums required to be deposited pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as the case may be, and, in either such case, the Loan is back not "in balance", Borrower shall either (x) deposit with Lender, in cash or cash equivalents, the amount that Lender, in its reasonable opinion, deems necessary to put the Loan "in balance" or (y) furnish Lender with paid invoices, bills and receipts indicating that Borrower has paid, from Borrowers own funds, for the Project Costs in a sufficient amount to put the Loan "in balance." Any amounts which are deposited with Lender to put the Loan "in balance' shall be the next funds disbursed by Lender, subject to the terms and conditions of this Note. No interest shall be paid by Lender on such deposited funds. Any such sums not used as provided in said clause (i) failure or refusal by Borrower to comply with the provisions of this subparagraph shall be released to Borrower when deemed a material default under this Note and to the extent that Administrative Agent determines that the amount thereof is more than the excess, if any, of the total remaining Costs of completion of the Improvements over the undisbursed balance of the Loan; provided, however, that -------- ------- should an Event of Default occur, Administrative Agent shall, at the option of the Required Lenders, apply such amounts either to the Costs of completion of the Improvements or to the immediate reduction of outstanding principal and/or interest under the NotesLoan Documents.

Loan Balancing. The Loan shall be in balance as determined by Lender in its sole discretion. For purposes of this Agreement, the Loan will be deemed "in balance" only if the undisbursed proceeds of any category of Project Costs are sufficient to pay all of such category of Project Costs not yet paid which have been or will be incurred in completing the Project until the Maturity Date. The initial determination of Loan balancing shall be based upon the Project Budget. Lender will re-evaluate the accuracy and adequacy of the Project Budget in connection with the determination of Loan balancing upon receipt of each draw request. If Lender at any time Administrative Agent notifies -------------- Borrower thatdetermines that the actual cost of any category of Project Costs will exceed the budgeted cost of such category of Project Costs, as listed on the most recent Project Budget approved or deemed approved by Lender, whether such excess is attributable to changes in Administrative Agent's sole judgment following consultation with Borrower, the undisbursed balance nature of construction of the Loan is insufficient Project or in the Plans and Specifications or to pay the remaining Direct and Indirect Costsany other cause, Lender shall so notify Borrower. Within three (3) business days following effective receipt of such notice, Borrower shallshall deposit with Lender cash, instruments or commitments in form and substance acceptable to Lender in the amount necessary to bring the loan "in balance." Lender shall disburse any such deposit under the same conditions and for the same purposes as set forth in this Agreement for any disbursement of Loan proceeds. Lender may, at its option, either (i) within ten (10) days fully disburse such deposit prior to or concurrently with Lender's making of Administrative Agent's notification as aforesaidany further disbursement under the terms of this Agreement. If, at any time following the deposit with Administrative Agent an amount equal to of any such deficiencycash, which Administrative Agent may from time to time applyinstruments or commitments, or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, decreases in the amount of such deficiency so that Project Budget reduce or eliminate the amount of deposit required to bring the Loan which remains into balance, then Lender shall return or refund to be disbursed shall be sufficient to pay all remaining Direct and Indirect Costs, and Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall require. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest in, for the benefit of Lenders, any sums deposited pursuant to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Costs as approved by Administrative Agent. Lenders shall have no obligation to make any further advances of proceeds of the Loan until the sums required to be deposited pursuant to clause (i) above have been exhausted cash, instruments or until Borrower commitments that Lender has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as the case may be, and, in either 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 previously disbursed to the extent that Administrative Agent determines that the amount thereof is more than the excess, if any, of the total remaining Costs of completion of the Improvements over the undisbursed balance of the Loan; provided, however, that -------- ------- should an Event of Default occur, Administrative Agent shall, at the option of the Required Lenders, apply such amounts either not required to the Costs of completion of the Improvements or Loan to the immediate reduction of outstanding principal and/or remain in balance. Lender shall not be obligated to pay any interest under the Notesto Borrower on any such deposit held by Lender hereunder.

Loan Balancing. If Subject to Borrower's rights under Sections 2.06 and 2.07, if at any time Administrative Agent notifies -------------- Borrower that, in Administrative Agent's sole judgment following consultation with Borrowerreasonable judgment, the undisbursed balance of the Loan is insufficient to pay the remaining Direct Hard and Indirect Soft Costs, Borrower shall, at its option, either (i) within ten twenty (1020) days of Administrative Agent's notification as aforesaid, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may shall from time to time apply, or allow Borrower to apply, to such Costs or Hard and Soft Costs, (ii) pay for such Hard and Soft Costs, as incurred, in the amount of such deficiency so that the amount of the Loan which remains to be disbursed shall be sufficient to pay all remaining Direct Hard and Indirect Soft Costs, and Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall requirereasonably require or (iii) within twenty (20) days of Administrative Agent's notification as aforesaid, deliver to Administrative Agent an irrevocable unconditional letter of credit in the amount of such deficiency issued by a money center bank headquartered in the United States which has total assets of at least $100,000,000,000, whose commercial paper is rated at least "A-1/P-1" and whose long-term senior unsecured debt is rated at least "A-" and is otherwise reasonably acceptable to Administrative Agent (any such bank, an "Approved LC Bank"), which letter of credit shall name Administrative Agent as the beneficiary thereof, shall be available at sight, shall otherwise be in form and substance reasonably acceptable to Administrative Agent and can be presented for payment in the Borough of Manhattan, New York (the "Loan Balancing LC"), which Administrative Agent shall from time to time draw on and apply to such Hard and Soft Costs. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest in, for the benefit of Lenders, any sums deposited pursuant to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Hard and Soft Costs as approved by Administrative AgentAgent (such approval not to be unreasonably withheld, conditioned or delayed). Lenders shall have no obligation to make any further advances of proceeds of the Loan in respect of such Hard and Soft Cost budget lines which were deemed by Administrative Agent to be deficient until (a) the sums required to be deposited pursuant to clause (i) above have been exhausted or until exhausted, (b) Borrower has actually paid such Direct Hard and Indirect Soft Costs pursuant to clause (ii) aboveabove or (c) the sums available to be drawn under any Loan Balancing LC have been exhausted, as the case may be, and, in either 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 or any Loan Balancing LC shall be returned to Borrower when and to the extent that Administrative Agent reasonably determines that the amount thereof is more than the excess, if any, of the total remaining Hard and Soft Costs of completion of the Improvements over is less than or equal to the undisbursed balance of the Loan; provided, however, that -------- ------- should an Event of Default occuroccur and be continuing, Administrative Agent shall, at the option of the Required Lenders, apply such amounts on deposit or available under the Loan Balancing LC either to the Hard and Soft Costs of completion of the Improvements or to the immediate reduction of outstanding principal and/or interest under the Notes. Advance Not Waiver. Any advance of Loan proceeds hereunder made prior to or without the fulfillment by Borrower of all of the conditions precedent thereto, whether or not known to Administrative Agent or Lenders, shall not constitute a waiver by Administrative Agent or Lenders of the requirement that all conditions, including the non-performed conditions, shall be required with respect to all future advances.

Loan Balancing. Borrower represents that the Budget sets forth all anticipated costs to be incurred by Borrower in connection with the ownership, development, construction, financing, marketing, maintenance and leasing of the Project from time to time through the Maturity Date as extended pursuant to Section 2.5 hereof. If at any time time, the projected costs anticipated to be incurred for any Construction Work included in any individual Budget Line Item exceeds the amount set forth in the Budget for such individual 63 Budget Line Item (as the same may be adjusted in accordance with the terms of this Agreement and taking into account (provided that no “Event of Default” then exists under (and as such term is defined in) the Minimum Equity Guaranty) a credit for all portions of the Delayed Equity Contribution for which the Guarantor remains liable under the Minimum Equity Guaranty), as determined by the Administrative Agent notifies -------------- Borrower thatand the Construction Consultant in their reasonable discretion (including any such determination that the undisbursed Loan proceeds allocated for the payment of future interest, in including any Additional Interest (the “Interest Reserve”) is insufficient) based on any factors whatsoever, including (1) the Administrative Agent's sole judgment following consultation with Borrower, ’s projections of interest rates for period(s) up to and including the undisbursed balance full remaining term of the Loan is insufficient (and permitted extensions); (2) the effect of any Hedge Agreement; (3) cost overruns or Change Orders; or (4) failure of the Improvements to lease at the rate of absorption or otherwise at rates and terms projected by Borrower, then the Loans shall be deemed not “In Balance.” If the Loans are deemed not “In Balance,” then Borrower shall, at the Administrative Agent’s option, within ten (10) Business Days after written notice from the Administrative Agent either (a) deposit with the Administrative Agent an amount sufficient to cover such deficiency (a “Deficiency Deposit”), which Deficiency Deposit shall be deposited with the Administrative Agent in the Controlled Account or (b) make one or more equity contributions to be used by Borrower to pay costs that will bring the remaining Direct Loans In Balance (an “Equity Balancing Contribution”), including contributions to pay future interest and Indirect CostsAdditional Interest. The Administrative Agent shall not be required to authorize any disbursement of any Loans before receiving (i) payment of any such Deficiency Deposit and the prior application of such Deficiency Deposit to the payment of Project Costs so as to bring the Loans In Balance or (ii) verification (in a manner consistent with the verification of the use of other equity contributions of Borrower in accordance with Schedule 4) that an Equity Balancing Contribution has been made and the proceeds thereof used for the payment of Project Costs so as to bring the Loans In Balance. Failure of Borrower to provide satisfactory verification of an Equity Balancing Contribution as required above shall be deemed Borrower’s election to make a Deficiency Deposit. The amounts available within the line items for Hard Costs Contingency and Soft Costs Contingency from time to time shall be deemed to be costs for purposes of determining whether the Loans are In Balance. So long as the events referred to in the second sentence of this Section 4.3 do not exist, Borrower shallthe Loans shall be deemed “In Balance”. If an Event of Default shall occur and be continuing, the Administrative Agent (subject to the provisions of Section 14.3) may, at its option, either (i) within ten (10) days of Administrative Agent's notification as aforesaid, deposit with Administrative Agent an amount equal in addition to such deficiency, which Administrative Agent may from time to time apply, exercising any other rights or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, in the amount of such deficiency so that the amount of remedies available under the Loan which remains to be disbursed shall be sufficient to pay all remaining Direct and Indirect CostsDocuments, and Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall require. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest in, for the benefit of Lenders, (A) apply any sums deposited pursuant to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Costs as approved by Administrative Agent. Lenders shall have no obligation to make any further advances of proceeds of the Loan until the sums required to be deposited pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as the case may be, and, in either 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 unexpended Deficiency Deposit to the extent that Administrative Agent determines that the amount thereof is more than the excess, if any, of the total remaining Costs costs of completion of the Improvements over the undisbursed balance of the Loan; provided, however, that -------- ------- should an Event of Default occur, Administrative Agent shall, at the option of the Required Lenders, and/or (B) apply such amounts either to the Costs of completion of the Improvements or any unexpended Deficiency Deposit to the immediate reduction of outstanding principal and/or interest any amounts due under the NotesNotes and the other Loan Documents.

Loan Balancing. If Notwithstanding anything contained herein to the contrary, if at any time Administrative Agent notifies -------------- Borrower thator from time to time during the term of this Agreement, in Administrative the Agent's ’s sole (but good faith) judgment following consultation with Borrowerand opinion, the undisbursed unfunded balance of the Loan together with Retainage, the amount of the Required Equity and the amount of the Mezzanine Financing is insufficient to pay the remaining Direct Hard Costs and Indirect any and all other costs and expenses associated with the construction of the Project set forth in the Approved Construction Budget (“Soft Costs, Borrower shall, at its option, either ”) after taking into account all Construction Contingencies and reallocations pursuant to Section 7.1.9 hereof (i) within ten (10) days of Administrative Agent's notification as aforesaid, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may from time to time apply, or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, in the amount of such deficiency so deficiency, the “Shortfall”), no further Advances shall be made by the Lenders until the Borrower either individually or in combination (a) deposits with the Agent the Shortfall, (b) infuses the Shortfall into the Project by payment of expenses in cash or other manner reasonably satisfactory to the Agent and delivers to the Agent evidence thereof reasonably satisfactory to the Agent, (c) provides the Agent with other assurance reasonably satisfactory to the Agent (such as a letter of credit or guaranty) that the amount Shortfall will be funded as and when needed, (d) to the extent permitted under Section 2.1.4 hereof, allocates the Construction Contingency to the Shortfall and/or (e) to the extent permitted under Section 7.1.9 hereof, reallocates cost savings from the Approved Construction Budget (or other reallocations which are approved by the Agent, in its sole discretion) in accordance with the terms of the Loan which remains to be disbursed shall be sufficient to pay all remaining Direct and Indirect Costs, and Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall requirethis Agreement. The Borrower hereby agrees that Administrative the Agent shall have a lien on and security interest in, for the benefit of Lenders, any sums deposited pursuant to clause clauses (ia) and (c) above and that the Borrower shall have no right to withdraw any such sums except for the payment of Construction Costs and the aforesaid Costs as approved by Administrative Agent. Lenders Agent agrees that all such sums shall have no obligation to make any further advances of proceeds of the Loan until the sums required to be deposited advanced pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as Draw Requests submitted by the case may be, and, in either such case, the Loan is back "in balance"Borrower. Any such sums not used as provided deposited in accordance with said clause (ia) or (c) shall be released to the Borrower when and to the extent that Administrative the Agent reasonably determines that the amount thereof is more than the excess, if any, of the total remaining Costs of completion of the Improvements over the undisbursed balance of the Loanthen-existing Shortfall; provided, however, that -------- ------- should if an Event of Default occuroccurs, Administrative the Agent shall, at the option of the Required Lenders, apply such amounts either to the Costs costs of completion of the Improvements or to the immediate reduction of outstanding principal and/or interest under the NotesNotes (it being agreed that such application shall not result in an obligation of the Borrower to pay Breakage Costs). Any funds remaining in the Construction Contingency after Substantial Completion has been achieved shall be used to reimburse the Borrower for any Shortfall funded by the Borrower under this Section 2.1.7.

Loan Balancing. If If, at any time Administrative Agent notifies -------------- Borrower thatduring the term of the Loan, in Administrative AgentLender's sole judgment following consultation with reasonable business judgment, it appears for any reason that Project Costs will exceed the aggregate amount of Borrower, 's Equity and the undisbursed balance proceeds of the Senior Loan is insufficient to pay the remaining Direct and Indirect Costs, Borrower shall, at its option, either (i) within ten (10) days of Administrative Agent's notification as aforesaid, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may from time to time apply, or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, in the amount of such deficiency so that the amount of the Loan which remains have been funded or which are available for disbursement under the terms of the Senior Loan Documents or the Loan Documents to be disbursed fund the particular Project Costs in question, then Borrower shall deliver to Lender such evidence as Lender may require, in Lender's sole and absolute discretion, that Borrower has immediately available funds that will be sufficient to pay all remaining Direct for such excess Project Costs or has the unconditional right to receive such funds from other sources and Indirect Costs, and will pay such excess Project Costs immediately as they come due. Borrower shall furnish Administrative Agent with deliver such evidence thereof as Administrative Agent within five (5) business days following Lender's written demand therefor. If Borrower fails to timely deliver such evidence or if, in Lender's sole and absolute judgment, such evidence is inadequate, Borrower shall requiredeposit with Lender such additional funds as, in Lender's reasonable business judgment, will be sufficient to pay for such excess Project Costs. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest in, for the benefit deposit such additional funds with Lender within five (5) business days following Borrower's receipt of Lenders, any sums Lender's written demand therefore. Any money deposited by Borrower with Lender pursuant to clause (i) above and that Borrower this paragraph shall have no right be advanced prior to withdraw any such sums except for the payment disbursement of the aforesaid Costs as approved by Administrative Agent. Lenders shall have no obligation to make any further advances of proceeds of funds from the Senior Loan until or the sums required to be deposited Loan. All such additional funds contributed by Borrower pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as the case may be, and, in either such case, the Loan is back "in balance". Any such sums not used as provided in said clause (i) hereto shall be released deemed added to Borrower when and to the extent that Administrative Agent determines that the amount thereof is more than the excess, if any, become a part of the total remaining Costs of completion of the Improvements over the undisbursed balance of the Loan; provided, however, that -------- ------- should an Event of Default occur, Administrative Agent shall, at the option of the Required Lenders, apply such amounts either to the Costs of completion of the Improvements or to the immediate reduction of outstanding principal and/or interest under the NotesBorrower's Equity hereunder.

Loan Balancing. If at any time Administrative Agent notifies -------------- Borrower that, in Administrative Agent's sole judgment following consultation with Borrower, the undisbursed balance of the Loan is insufficient to pay the remaining Direct and Indirect Costs, Borrower shall, at its option, either (i) within ten (10) days of Administrative Agent's notification as aforesaid, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may from time to time apply, or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, in the amount of such deficiency so that the amount of the Loan which remains to be disbursed shall be sufficient to pay all remaining Direct and Indirect Costs, and Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall require. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest in, for the benefit of Lenders, any sums deposited pursuant to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Costs as approved by Administrative Agent. The Lenders shall have no obligation to make a Revolving Loan advances and the Project Administrative Agent has no obligation to disburse any further advances of proceeds of Funds if in the Loan until Project Administrative Agent's reasonable opinion the sums required to be deposited pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as the case may be, and, in either such case, the Loan is back Revolving Loans are not "in balance". Any such sums not used as provided in said clause (i) shall be released to Borrower when and to the extent that Administrative Agent determines that the amount thereof is more than the excess; i.e., if any, of the total remaining Costs of completion of the Improvements over the undisbursed balance of the Loan; providedRevolving Loans, howeverplus any undisbursed Funds previously deposited by the Borrower with the Project Administrative Agent, that -------- ------- should an Event if any, are not sufficient to pay all costs necessary to complete the Project (including without limitation the payment of Default occurinterest on the Revolving Loans) in accordance with the approved Plans and Specifications and the Project Budget, free and clear of all liens, encumbrances and conditional sales contracts, whether the deficiency is attributable to changes in the work or in the Plans and Specifications or to any other cause. If at any time the Project Administrative Agent shalldetermines the Revolving Loans are not in balance, at within five (5) days after demand, the option Borrower will deposit with the Project Administrative Agent the amount necessary to "balance" the Revolving Loans, and all Funds so deposited with the Project Administrative Agent shall be held and disbursed by the Project Administrative Agent in accordance with this Schedule 4.3 prior to making any additional disbursement of Funds. If the Required LendersProject Administrative Agent makes such demand, apply the Lenders shall have no obligation to make further Revolving Loan advances and the Project Administrative Agent shall have no obligation to disburse any Funds until such amounts either additional funds are deposited with the Project Administrative Agent by the Borrower. Each Draw Request or other request for disbursement submitted to the Costs of completion of Project Administrative Agent will constitute the Improvements or Borrower's representation and warranty to the immediate reduction of outstanding principal and/or interest under Project Administrative Agent and the NotesLenders that the Revolving Loans are "in balance".

Loan Balancing. If Notwithstanding anything contained herein to the contrary, if at any time Administrative Agent notifies -------------- Borrower thator from time to time during the term of this Agreement, in Administrative the Agent's ’s sole (but good faith) judgment following consultation with Borrowerand opinion, the undisbursed unfunded balance of the Loan together with the Required Equity, the Interest Equity, Retainage and the then-applicable Senior Loan Amount is insufficient to pay the remaining Direct Hard Costs and Indirect any and all other costs and expenses (including the payment of interest on the Loan) associated with the construction and leasing of the Project set forth in the Approved Construction Budget (“Soft Costs, Borrower shall, at its option, either ”) after taking into account all Construction Contingencies and reallocations pursuant to Section 7.1.10 hereof (i) within ten (10) days of Administrative Agent's notification as aforesaid, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may from time to time apply, or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, in the amount of such deficiency so deficiency, the “Shortfall”), no further Advances shall be made by the Lenders until the Borrower either individually or in combination (a) deposits with the Agent the Shortfall (without duplication of and except for amounts held by the Senior Lender under Section 2.1.7 of the Senior Loan Agreement), (b) infuses the Shortfall into the Project by payment of expenses in cash or other manner reasonably satisfactory to the Agent and delivers to the Agent evidence thereof reasonably satisfactory to the Agent, (c) provides the Agent with other assurance reasonably satisfactory to the Agent (such as a letter of credit or guaranty) that the amount Shortfall will be funded as and when needed, (d) to the extent permitted under Section 2.1.4 hereof, allocates the applicable portion of the Loan Construction Contingency (or amounts in the Restricted Securities Account) to the Shortfall and/or (e) to the extent permitted under Section 7.1.10 hereof, reallocates cost savings from the Approved Construction Budget (or other reallocations which remains to be disbursed shall be sufficient to pay all remaining Direct and Indirect Costsare approved by the Agent, and Borrower shall furnish Administrative Agent in its sole discretion) in accordance with such evidence thereof as Administrative Agent shall requirethe terms of this Agreement. The Borrower hereby agrees that Administrative the Agent shall have a lien Lien on and security interest in, for the benefit of Lenders, any sums deposited with the Agent pursuant to clause clauses (ia) above and (c) above, that the Borrower shall have no right to withdraw any such sums except for the payment of Construction Costs, that the aforesaid full amount of such sums shall be used to pay Construction Costs as approved by Administrative Agent. Lenders shall have no obligation to make any further advances of before additional proceeds of the Loan until are advanced and the Agent agrees that all such sums required to shall be deposited advanced pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as Draw Requests submitted by the case may be, and, in either such case, the Loan is back "in balance"Borrower. Any such sums not used as provided deposited in accordance with said clause (ia) or (c) shall be released to the Borrower when and to the extent that Administrative the Agent reasonably determines that the amount thereof is more than the excess, if any, of the total remaining Costs of completion of the Improvements over the undisbursed balance of the Loanthen-existing Shortfall; provided, however, that -------- ------- should if an Event of Default occuroccurs, Administrative the Agent shall, at the option of the Required Lenders, apply such amounts either to the Costs costs of completion of the Improvements or to the immediate reduction of outstanding principal (together with the applicable IRR Amount and Make-Whole Amount, if any) and/or interest under the Notes. Notwithstanding anything above to the contrary, at such time as the Property Owner has qualified for an aggregate of $230,000,000 of loan proceeds under and pursuant to the Senior Loan Documents (as determined by the Senior Lender), (1) the Required Equity hereunder shall be reduced by an amount equal to the amount of equity (up to $5,000,000) which is reimbursed to the Property Owner by the Senior Lender under the Senior Loan Documents as a result of such qualification and (2) the Borrower shall be permitted to distribute to the Guarantor and the Limited Guarantor the difference between such reimbursement referenced in clause (1) above and any Shortfall, calculated on the date of such reimbursement, under this Section 2.1.7.

Loan Balancing. If at At any time Administrative Agent notifies -------------- and from time to time during the term of the Loan, Lender shall have the right (but not the obligation) to notify Borrower that, in Administrative Agent's Lxxxxx’s sole judgment following consultation with Borrowerbut reasonable judgment, (a) the cost of all Total Project‑Related Costs that remain unpaid at the time in question exceeds the undisbursed balance proceeds of the Loan is insufficient plus any sums deposited with Lender pursuant to this Section 2.14 and not previously disbursed or (b) the cost of completing any Line Item in the Project Budget exceeds the remaining undisbursed portion of the Building Loan allocated to such Line Item in the Project Budget plus any sums deposited with Lender pursuant to this Section 2.14 to pay for such deficiency and not previously disbursed (the remaining Direct and Indirect Costsamount of any such deficiency under clauses (a) or (b) being herein referred to as the “Shortfall”). If Lender at any time shall so notify Borrower, Borrower shall, at its option, either individually or in combination (i) within ten (10) days of Administrative Agent's Lender’s notification as aforesaid, deposit with Administrative Agent Lender an amount equal to such deficiencyShortfall, which Administrative Agent Lender may from time to time apply, or allow Borrower to apply, to such Costs or costs; (ii) pay for such Costscosts, as incurred, in the amount of such deficiency Shortfall so that the amount of the Building Loan which remains to be disbursed shall be sufficient to pay all of the remaining Direct and Indirect Total Project‑Related Costs, and Borrower shall furnish Administrative Agent Lender with such evidence thereof as Administrative Agent Lender shall require; (iii) with respect to any Shortfall arising pursuant to clause (b) above, to the extent permitted under Section 2.11(a), allocate the Building Loan Contingency (Hard Costs) or Building Loan Contingency (Soft Costs), to the extent applicable, to the Shortfall and (iv) with respect to any Shortfall arising pursuant to clause (b) above, to the extent permitted under Section 2.11(b), reallocate cost savings from the Project Budget in respect of the Building Loan (or other reallocations which are approved by Lxxxxx, in its reasonable discretion) in accordance with the terms of this Agreement. Borrower hereby agrees that Administrative Agent Lxxxxx shall have a lien on and security interest in, for the benefit of Lenders, in any sums deposited pursuant to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Costs costs as approved by Administrative AgentLxxxxx. Lenders Lender shall have no obligation to make any further advances of proceeds of the Loan until the sums required to be deposited pursuant to clause (i) above have been exhausted or until exhausted, Borrower has actually paid such Direct and Indirect Total Project‑Related Costs pursuant to clause (ii) above, as the case may be, above and, in either any such case, the Building 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 Administrative Agent Lender reasonably determines that the amount thereof is more than the excess, if any, of the total remaining Total Project‑Related Costs of completion of the Improvements over the undisbursed balance of the Loan; , provided, however, that -------- ------- should 58- an Event of Default occurexist, Administrative Agent Lender shall, at the option of the Required LendersLender’s election, apply such amounts either to the remaining Total Project‑Related Costs of completion of the Improvements or to the immediate reduction of outstanding principal and/or interest under the NotesNote.

Loan Balancing. If Anything contained in this Agreement to the contrary notwithstanding, it is expressly understood and agreed that the Loan shall at any all times be "IN BALANCE." The Loan shall be deemed to be "IN BALANCE" only at such time Administrative and from time to time, as Agent notifies -------------- Borrower thatmay determine in its reasonable discretion, in Administrative Agent's sole judgment following consultation with Borrower, that the then undisbursed balance portion of the Loan and the then unpaid portion of the Required Equity (it being expressly understood that no Advances of the Loans shall be made until the Required Equity is insufficient fully paid) equals or exceeds the amount necessary for the timely and full payment of all costs and expenses relative to pay construction and leasing of the remaining Direct Project, including without limitation, all Hard Costs and Indirect Soft Costs for (i) all work done and not theretofore paid for or to be done in connection with the completion of the construction of the Improvements in accordance with the Plans, applicable Requirements and the Ground Lease, including, without limitation, the installation of all utility services, fixtures and equipment required for access to and operation of the Improvements both on-site and off-site, and (ii) all other costs incurred and not theretofore paid for, or to be incurred in connection with the Premises, including, without limitation all Hard Costs, all Soft Costs, all interest on the Loan, and the amount of any interest reserve or interest contingency (as reasonably determined by Agent). Borrower agrees that if Agent reasonably determines that the Loxx xx xxt "IN BALANCE", Borrower shall, within thirty (30) days after written demand by Agent, deposit the deficiency with Agent (the "DEFICIENCY DEPOSIT"), which Deficiency Deposit shall first be exhausted before any further disbursement of the Loans is made, or, if the Loan is not in balance due, in whole or in part, to the insufficiency of the interest reserve line item of the Budget, at its Borrower's option, either in lieu of making a Deficiency Deposit with respect to such interest deficiency, direct the Agent, by written notice, to permanently reduce the remaining available Development Fee line item of the Budget in sufficient amount to increase the interest reserve line item of the Budget and thereby cause the Loan to then be "in balance" which notice shall be accompanied by the written consent of the Developer to such permanent reduction of the payment of the Development Fee from Loan proceeds. Notwithstanding anything contained in the foregoing to the contrary, Borrower shall comply with all requirements of the New York Lien Law. The Lenders shall not be obligated to make Advances and Agent shall not be obligated to make any Loan disbursement of proceeds of Advances if and so long as the Loan is not in balance. Among the various events that could cause the Loan to be "OUT OF BALANCE" are determinations by Agent that (i) within ten (10) days of Administrative Agent's notification as aforesaidthe Budget is insufficient or inadequate, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may from time to time apply, or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, in the amount Improvements (based upon the progress and pace of construction through the date of such deficiency so that determination) will not be Completed and occupied in accordance with the amount Occupancy Schedule set forth on EXHIBIT F. In making any determination as to the projected interest component of the Loan which remains to be disbursed shall be sufficient to pay all remaining Direct and Indirect Costsany completion/lease up cost calculation, and Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall requireuse the then-current rates on the Advances. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest in, for the benefit of Lenders, In making any sums deposited pursuant determination as to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Costs as approved by Administrative Agent. Lenders shall have no obligation to make any further advances of proceeds of the Loan until the sums required to be deposited pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as the case may be, and, in either such case, whether the Loan is back "in balance". Any such sums not used as provided in said clause (i) , Agent shall be released to Borrower when and to consider, among other things, the extent that Administrative Agent determines that Budget, the amount thereof is more than available in the excess, if any, Contingency line item of the total remaining Costs Budget, the progress of completion construction and overall the status of the Improvements over the undisbursed balance of the Loan; provided, however, that -------- ------- should an Event of Default occur, Administrative Agent shall, at the option of the Required Lenders, apply such amounts either to the Costs of completion of the Improvements or to the immediate reduction of outstanding principal and/or interest under the NotesProject.

Loan Balancing. If at any time Administrative Agent notifies -------------- Borrower that, in Administrative Agent's sole judgment following consultation with Borrower’s reasonable judgment, the undisbursed balance of the Loan is insufficient to pay the remaining Direct and Indirect amount of such Costs, Borrower shall, at its option, either (i) within ten twenty (1020) days of Administrative Agent's ’s notification as aforesaid, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may shall from time to time apply, or allow Borrower to apply, to such Costs or Costs, (ii) pay for such Costs, as incurred, in the amount of such deficiency so that the amount of the Loan which remains to be disbursed shall be sufficient to pay all remaining Direct and Indirect such Costs, and Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall requirereasonably require and (iii) within twenty (20) days of Administrative Agent’s notification as aforesaid, deliver to Administrative Agent an irrevocable unconditional letter of credit in the amount of such deficiency issued by an Approved LC Bank (as defined in the BLA), which letter of credit shall name Administrative Agent as the beneficiary thereof, shall be available at sight, shall otherwise be in form and substance reasonably acceptable to Administrative Agent and can be presented for payment in the Borough of Manhattan, New York (the “Project Loan Balancing LC”), which Administrative Agent shall from time to time draw on and apply to such Costs. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest in, for the benefit of Lenders, any sums deposited pursuant to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Costs as approved by Administrative AgentAgent (such approval not to be unreasonably withheld, conditioned or delayed). Lenders shall have no obligation to make any further advances of proceeds of the Loan until (a) the sums required to be deposited pursuant to clause (i) above have been exhausted or until exhausted, (b) Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) aboveabove or (c) the sums available to be drawn under any Project Loan Balancing LC have been exhausted, as the case may be, and, in either 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 or any Project Loan Balancing LC shall be returned to Borrower when and to the extent that Administrative Agent reasonably determines that the amount thereof is more than the excess, if any, of the total remaining Costs of completion of the Improvements over to be incurred is less than or equal to the undisbursed balance of the Loan; provided, however, that -------- ------- should an Event of Default occuroccur and be continuing at any time prior to such release or return, Administrative Agent shall, at the option of the Required Lenders, apply such amounts on deposit or available under the Project Loan Balancing LC either to the such Costs of completion of the Improvements or to the immediate reduction of outstanding principal and/or interest under the Notes.

Loan Balancing. Borrower represents that the Budget sets forth all anticipated costs to be incurred by Borrower in connection with the ownership, development, construction, financing, marketing, maintenance and leasing of the Project from time to time through the Maturity Date as extended pursuant to Section 2.5 hereof. If at any time time, the projected costs anticipated to be incurred for any Construction Work included in any individual Budget Line Item exceeds the amount set forth in the Budget for such individual Budget Line Item (as the same may be adjusted in accordance with the terms of this Agreement and taking into account (provided that no “Event of Default” then exists under (and as such term is defined in) the Minimum Equity Guaranty) a credit for all portions of the Delayed Equity Contribution for which the Guarantor remains liable under the Minimum Equity Guaranty), as determined by the Administrative Agent notifies -------------- Borrower thatand the Construction Consultant in their reasonable discretion (including any such determination that the undisbursed Loan proceeds allocated for the payment of future interest, in including any Additional Interest (the “Interest Reserve”) is insufficient) based on any factors whatsoever, including (1) the Administrative Agent's sole judgment following consultation with Borrower, ’s projections of interest rates for period(s) up to and including the undisbursed balance full remaining term of the Loan is insufficient (and permitted extensions); (2) the effect of any Hedge Agreement; (3) cost overruns or Change Orders; or (4) failure of the Improvements to lease at the rate of absorption or otherwise at rates and terms projected by Borrower, then the Loans shall be deemed not “In Balance.” If the Loans are deemed not “In Balance,” then Borrower shall, at the Administrative Agent’s option, within ten (10) Business Days after written notice from the Administrative Agent either (a) deposit with the Administrative Agent an amount sufficient to cover such deficiency (a “Deficiency Deposit”), which Deficiency Deposit shall be deposited with the Administrative Agent in the Controlled Account or (b) make one or more equity contributions to be used by Borrower to pay costs that will bring the remaining Direct Loans In Balance (an “Equity Balancing Contribution”), including contributions to pay future interest and Indirect CostsAdditional Interest. The Administrative Agent shall not be required to authorize any disbursement of any Loans before receiving (i) payment of any such Deficiency Deposit and the prior application of such Deficiency Deposit to the payment of Project Costs so as to bring the Loans In Balance or (ii) verification (in a manner consistent with the verification of the use of other equity contributions of Borrower in accordance with Schedule 4) that an Equity Balancing Contribution has been made and the proceeds thereof used for the payment of Project Costs so as to bring the Loans In Balance. Failure of Borrower to provide satisfactory verification of an Equity Balancing Contribution as required above shall be deemed Borrower’s election to make a Deficiency Deposit. The amounts available within the line items for Hard Costs Contingency and Soft Costs Contingency from time to time shall be deemed to be costs for purposes of determining whether the Loans are In Balance. So long as the events referred to in the second sentence of this Section 4.3 do not exist, Borrower shallthe Loans shall be deemed “In Balance”. If an Event of Default shall occur and be continuing, the Administrative Agent (subject to the provisions of Section 14.3) may, at its option, either (i) within ten (10) days of Administrative Agent's notification as aforesaid, deposit with Administrative Agent an amount equal in addition to such deficiency, which Administrative Agent may from time to time apply, exercising any other rights or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, in the amount of such deficiency so that the amount of remedies available under the Loan which remains to be disbursed shall be sufficient to pay all remaining Direct and Indirect CostsDocuments, and Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall require. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest in, for the benefit of Lenders, (A) apply any sums deposited pursuant to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Costs as approved by Administrative Agent. Lenders shall have no obligation to make any further advances of proceeds of the Loan until the sums required to be deposited pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as the case may be, and, in either 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 unexpended Deficiency Deposit to the extent that Administrative Agent determines that the amount thereof is more than the excess, if any, of the total remaining Costs costs of completion of the Improvements over the undisbursed balance of the Loan; provided, however, that -------- ------- should an Event of Default occur, Administrative Agent shall, at the option of the Required Lenders, and/or (B) apply such amounts either to the Costs of completion of the Improvements or any unexpended Deficiency Deposit to the immediate reduction of outstanding principal and/or interest any amounts due under the NotesNotes and the other Loan Documents.

Loan Balancing. If at any time Administrative Agent notifies -------------- Borrower that, in Administrative Agent's sole judgment following consultation with Borrowerjudgment, reasonably exercised, the undisbursed balance of the Loan is insufficient to pay the remaining Direct and Indirect Costs, Borrower shall, at its option, either (i) within ten (10) days of Administrative Agent's notification as aforesaid, deposit with Administrative Agent an amount equal to such deficiency, which Administrative Agent may shall from time to time apply, or allow Borrower to apply, to such Costs or (ii) pay for such Costs, as incurred, in the amount of such deficiency so that the amount of the Loan which remains to be disbursed shall be sufficient to pay all remaining Direct and Indirect Costs, and Borrower shall furnish Administrative Agent with such evidence thereof as Administrative Agent shall require. Borrower hereby agrees that Administrative Agent shall have a lien on and security interest in, for the benefit of Lenders, any sums deposited pursuant to clause (i) above and that Borrower shall have no right to withdraw any such sums except for the payment of the aforesaid Costs as approved by Administrative Agent. Lenders shall have no obligation to make any further advances of proceeds of the Loan until the sums required to be deposited pursuant to clause (i) above have been exhausted or until Borrower has actually paid such Direct and Indirect Costs pursuant to clause (ii) above, as the case may be, and, in either 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 Administrative Agent determines that the amount thereof is more than the excess, if any, of the total remaining Costs of completion of the Improvements over the undisbursed balance of the Loan; provided, however, that -------- ------- should an Event of Default occur, Administrative Agent shall, at the option of the Required Lenders, apply such amounts either to the Costs of completion of the Improvements or to the immediate reduction of outstanding principal and/or interest under the Notes.