Common use of Loan In Balance Clause in Contracts

Loan In Balance. Bank shall not be obligated to make any Advance of Loan proceeds unless and until Borrower has provided Bank with evidence, acceptable to Bank, that the Loan is “in Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paid, in cash, costs of the Project shown in the Budget, equal to at least the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to any line item in the Budget, all remaining unpaid costs of completing such line item, as determined by Bank, do not exceed the amount of the Loan proceeds allocated to such line item, as reflected in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as to the Project, all remaining unpaid costs of construction of the Project, as determined by Bank do not exceed the amount of the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient to pay all costs and payments for which it is maintained which then remain unpaid, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement to the contrary, in the event that Bank or Borrower determines that the unadvanced balance of Loan proceeds is insufficient to (i) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation of the amounts set forth in the Budget that is permitted hereby, Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds in an amount necessary to bring said line item back “in Balance,” as determined by Bank. All sums so deposited shall be advanced by Bank to pay costs of the Project in the same manner as, and prior to, further Advances of Loan proceeds hereunder.

Loan In Balance. Bank Anything contained in this Agreement to the contrary notwithstanding, it is expressly understood and agreed that the Loan shall at all times be “In Balance”, on a Budget Line Item and an aggregate basis. A Budget Line Item shall be deemed to be “In Balance” only if Lender in its reasonable discretion determines that the amount of such Budget Line Item, after taking into account any portion of the Contingency Fund which Borrower is permitted to reallocate without Lender's consent pursuant to Section 10.3 of this Agreement and reallocated cost savings approved by Lender in accordance with Section 10.2 of this Agreement and change orders expressly permitted under Section 15.1(c) or otherwise approved in writing by Lender, is sufficient for its intended purpose. The Loan shall be deemed to be “In Balance” in the aggregate only when the total of the undisbursed portion of the Loan, less any portion of the Contingency Fund which Borrower is not entitled to re-allocate without Lender's prior reasonable approval pursuant to Section 10.3 above, and after taking into account reallocated cost savings approved by Lender in accordance with Section 10.2 of this Agreement and change orders expressly permitted under Section 15.1(c) or otherwise approved in writing by Lender, equals or exceeds the aggregate of (a) the costs required to complete the construction of the Project in accordance with the Plans and Specifications and the Budget; (b) the amounts to be paid as retainages to persons who have supplied labor or materials to the Project; (c) the amount in excess of the projected (i.e. projected pursuant to the pro forma delivered per Section 8.1(k)) Net Operating Income required to pay interest on the Loan through the Maturity Date; and (d) all other hard and soft costs not yet paid for in connection with the Project, as such costs and amounts described in clauses (a), (b), (c) and (d) may be estimated and/or approved in writing by Lender from time to time. Borrower agrees that if for any reason, in Lender’s reasonable discretion and upon receipt of certification from Lender’s construction consultants confirming the same, the amount of such undistributed Loan proceeds shall at any time be or become insufficient for such purpose regardless of how such condition may be caused, Borrower will, within ten (10) days after written request by Lender, deposit the deficiency with Lender (“Deficiency Deposit”). The Deficiency Deposit shall first be exhausted before any further disbursement of Loan proceeds shall be made. Lender shall not be obligated to make any Advance of Loan proceeds unless disbursements if and until Borrower has provided Bank with evidence, acceptable to Bank, that for as long as the Loan is “in not In Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paid, in cash, costs of the Project shown in the Budget, equal to at least the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to any line item in the Budget, all remaining unpaid costs of completing such line item, as determined by Bank, do not exceed the amount of the Loan proceeds allocated to such line item, as reflected in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as to the Project, all remaining unpaid costs of construction of the Project, as determined by Bank do not exceed the amount of the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient to pay all costs and payments for which it is maintained which then remain unpaid, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement to the contrary, in the event that Bank or Borrower determines that the unadvanced balance of Loan proceeds is insufficient to (i) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation of the amounts set forth in the Budget that is permitted hereby, Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds in an amount necessary to bring said line item back “in Balance,” as determined by Bank. All sums so deposited shall be advanced by Bank to pay costs of the Project in the same manner as, and prior to, further Advances of Loan proceeds hereunder.

Loan In Balance. Bank Anything contained in this Agreement to the contrary notwithstanding, it is expressly understood and agreed that the Loan shall at all times be “In Balance”, on a Budget Line Item and an aggregate basis. A Budget Line Item shall be deemed to be “In Balance” only if Lender determines that the amount of such Budget Line Item is sufficient for its intended purpose. The Loan shall be deemed to be “In Balance” in the aggregate only when the total of the undisbursed portion of the Loan less the Contingency Fund (subject to Borrower’s reallocation rights under Section 7.2) equals or exceeds the aggregate of (a) the costs required to complete the Construction of the Improvements in accordance with the Plans and Specifications and the Budget; (b) the amounts to be paid as retainages to persons who have supplied labor or materials to the Project; and (c) all other hard and soft costs not yet paid for in connection with the Project, as such costs and amounts described in clauses (a), (b) and (c) may be estimated and/or approved in writing by Lender from time to time. Borrower agrees that if for any reason, in Lender’s reasonable discretion, the amount of such undistributed Loan proceeds shall at any time be or become insufficient for such purpose regardless of how such condition may be caused, Borrower will, within ten (10) days after written request by Lender, deposit the deficiency with Lender (“Deficiency Deposit”). The Deficiency Deposit shall first be exhausted before any further disbursement of Loan proceeds shall be made. Lender shall not be obligated to make any Advance of Loan proceeds unless disbursements if and until Borrower has provided Bank with evidence, acceptable to Bank, that for as long as the Loan is “in not In Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paid, in cash, costs of the Project shown in the Budget, equal to at least the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to any line item in the Budget, all remaining unpaid costs of completing such line item, as determined by Bank, do not exceed the amount of the Loan proceeds allocated to such line item, as reflected in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as to the Project, all remaining unpaid costs of construction of the Project, as determined by Bank do not exceed the amount of the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient to pay all costs and payments for which it is maintained which then remain unpaid, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement to the contrary, in the event that Bank or Borrower determines that the unadvanced balance of Loan proceeds is insufficient to (i) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation of the amounts set forth in the Budget that is permitted hereby, Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds in an amount necessary to bring said line item back “in Balance,” as determined by Bank. All sums so deposited shall be advanced by Bank to pay costs of the Project in the same manner as, and prior to, further Advances of Loan proceeds hereunder.

Loan In Balance. Bank shall not be obligated to make any Advance of Loan proceeds unless and until Borrower has provided Bank with evidence, acceptable to Bank, that the Loan is “in Balance”. For purposes of this Agreement, the term “in Balance” means that (a) At all times prior to repayment of the Loan in full, (i) the sum of (A) the undisbursed proceeds from the Loan (net of any unpaid accrued interest on the Loan) allocated to each line item in the Budget (including any reserve specifically set aside for such line item) plus (B) the aggregate amount of all amounts deposited by Borrower has paidpursuant to Section 5.8(c) (the aggregate amount of such proceeds being hereinafter referred to as the “Available Proceeds”) must be sufficient, in cashLender’s sole and absolute determination, to pay the unpaid costs and expenses that will be incurred to complete such item, and (ii) the aggregate Available Proceeds must be sufficient, in Lender’s reasonable determination, to pay all Project Costs remaining unpaid and all operating, management and other expenses of the Project shown in the Budget, equal to at least the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); Project. (b) as If Lender determines that (i) the costs and expenses to complete any line item in the BudgetBudget exceeds the Available Proceeds allocated therefor, all or (ii) the Project Costs remaining unpaid costs of completing such line itemand all estimated operating, as determined by Bank, do not exceed the amount of the Loan proceeds allocated to such line item, as reflected in the Budget, management and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as to the Project, all remaining unpaid costs of construction other expenses of the Project, as determined by Bank do not exceed the amount sum of the Available Proceeds, then the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts shall be deemed “out of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient to pay all costs and payments for which it is maintained which then remain unpaid, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement balance” to the contrary, in the event that Bank or Borrower determines that the unadvanced balance extent of Loan proceeds is insufficient to such excess. (ic) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on If Lender deems the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation out of the amounts set forth in the Budget that is permitted herebybalance as aforesaid, Borrower shall, within ten (10) Business Days following demand made to Borrowerdays after written request by Lender, deposit with Bank funds in into an account maintained at Lender (and pledged to Lender as additional security for the Loan) an amount necessary equal to bring said line item back the excess amount or amounts determined pursuant to subparagraphs (a) and (b) above of this Section 5.8 (the “in Balance,” as determined Balancing Deposit”‘) The sums thus deposited with Lender will be disbursed by BankLender to complete the Work prior to any further disbursement of Loan proceeds. All sums If such deposit is not made within such time, an Event of Default shall be deemed to have occurred. No interest shall be payable to Borrower on the amounts so deposited pursuant to this subparagraph. Anything to the contrary contained in this Section 5.8 notwithstanding, in the event that Borrower is required to deposit the Balancing Deposit and the Project is thereafter completed with subsequent savings that, had said savings occurred prior to the requirement of the Balancing Deposit, would have rendered all or a portion of the Balancing Deposit to be unnecessary, Borrower shall be advanced by Bank entitled to pay costs a reimbursement from Lender equal to the lesser of (a) the amount of such subsequent savings, and (b) the amount of the Project in Balancing Deposit. (d) Lender shall not be required to disburse any portion of the same manner as, and prior to, further Advances Loan at any time that the Loan is “out of balance” or if the requested disbursement would cause the Loan proceeds hereunderto be “out of balance.” 5.9

Loan In Balance. Bank Anything contained in this Agreement to the contrary notwithstanding, it is expressly understood and agreed that, in Lender's reasonable discretion, the Loan shall at all times be "In Balance", on a Budget line item and an aggregate basis. The Loan shall be deemed to be "In Balance" in the aggregate only when the total of the undisbursed portion of the Loan less the Contingency Fund (subject to Borrower's reallocation rights under Section 10.3), equals or exceeds the aggregate of (a) the costs required to complete the construction of the Project in accordance with the Plans and Specifications and the Budget, including, without limitation, all Tenant Work required to be performed by Borrower or tenant allowances to be paid for by Borrower under Leases or reasonably anticipated for unleased space; (b) the amounts to be paid as retainages to persons who have supplied labor or materials to the Project; (c) the amount required to pay interest on the Loan through the Maturity Date; and (d) all other hard and soft costs not yet paid for in connection with the Project, as such costs and amounts described in clauses (a), (b), (c) and (d) may be estimated and/or approved in writing by Lender from time to time. Borrower agrees that if for any reason, in Lender's reasonable discretion, the amount of such undistributed Loan proceeds shall at any time be or become insufficient for such purpose regardless of how such condition may be caused, Borrower will, within ten (10) days after written request by Lender, deposit the deficiency with Lender ("Deficiency Deposit"). The Deficiency Deposit shall first be exhausted before any further disbursement of Loan proceeds shall be made. Lender shall not be obligated to make any Advance of Loan proceeds unless disbursements if and until Borrower has provided Bank with evidence, acceptable to Bank, that for as long as the Loan is “in not "In Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paid, in cash, costs of the Project shown in the Budget, equal to at least the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to any line item in the Budget, all remaining unpaid costs of completing such line item, as determined by Bank, do not exceed the amount of the Loan proceeds allocated to such line item, as reflected in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as to the Project, all remaining unpaid costs of construction of the Project, as determined by Bank do not exceed the amount of the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient to pay all costs and payments for which it is maintained which then remain unpaid, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement to the contrary, in the event that Bank or Borrower determines that the unadvanced balance of Loan proceeds is insufficient to (i) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation of the amounts set forth in the Budget that is permitted hereby, Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds in an amount necessary to bring said line item back “in Balance,” as determined by Bank. All sums so deposited shall be advanced by Bank to pay costs of the Project in the same manner as, and prior to, further Advances of Loan proceeds hereunder".

Loan In Balance. Bank Notwithstanding any other provision in this Agreement or the other Loan Documents which may be to the contrary, it is expressly understood and agreed that in Lender’s reasonable discretion, the Loan shall at all times be “In Balance”, on a Budget Line Item and an aggregate basis. The Loan shall be deemed to be “In Balance” in the aggregate only when the total of the undisbursed portion of the Loan less the Contingency Fund equals or exceeds the aggregate of (a) the costs required to complete the construction of the Improvements in accordance with the Plans and Specifications and the Budget; (b) the amounts to be paid as retainages to persons who have supplied labor or materials to the Facility; (c) the amount in excess of the projected Net Operating Income required to pay interest on the Loan through the Maturity Date; and (d) all other hard and soft costs not yet paid for in connection with the Facility, as such costs and amounts described in clauses (a), (b), (c) and (d) may be estimated and/or approved in writing by Lender from time to time. Borrower agrees that if for any reason, in Lender’s reasonable discretion, the amount of such undistributed Loan proceeds shall at any time be or become insufficient for such purpose regardless of how such condition may be caused, Borrower will, within ten (10) days after written request by Lender, deposit the deficiency with Lender (“Deficiency Deposit”). The Deficiency Deposit shall first be exhausted before any further disbursement of Loan proceeds shall be made. Lender shall not be obligated to make any Advance of Loan proceeds unless disbursements if and until Borrower has provided Bank with evidence, acceptable to Bank, that for as long as the Loan is “in not In Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paid, in cash, costs of the Project shown in the Budget, equal to at least the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to any line item in the Budget, all remaining unpaid costs of completing such line item, as determined by Bank, do not exceed the amount of the Loan proceeds allocated to such line item, as reflected in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as to the Project, all remaining unpaid costs of construction of the Project, as determined by Bank do not exceed the amount of the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient to pay all costs and payments for which it is maintained which then remain unpaid, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement to the contrary, in the event that Bank or Borrower determines that the unadvanced balance of Loan proceeds is insufficient to (i) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation of the amounts set forth in the Budget that is permitted hereby, Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds in an amount necessary to bring said line item back “in Balance,” as determined by Bank. All sums so deposited shall be advanced by Bank to pay costs of the Project in the same manner as, and prior to, further Advances of Loan proceeds hereunder.

Loan In Balance. Bank Anything contained in this Agreement to the contrary notwithstanding, it is expressly understood and agreed that the Loan shall at all times be "In Balance", on a Budget Line Item and an aggregate basis. A Budget Line Item shall be deemed to be "In Balance" only if Lender in its reasonable discretion ----------- determines that the amount of such Budget Line Item is sufficient for its intended purpose. The Loan shall be deemed to be "In Balance" in the aggregate only when the total of the undisbursed portion of the Loan less the Contingency Fund (subject to Borrower's reallocation rights under Section 10.3), equals or exceeds the aggregate of: (a) the costs required to complete the construction of the Project in accordance with the Plans and Specifications and the Budget; (b) -25- the amounts to be paid as retainages to persons who have supplied labor or materials to the Project; and (c) all other hard and soft costs not yet paid for in connection with the Project, as such costs and amounts described in clauses ------- (a), (b) and (c) may be estimated and/or approved in writing by Lender from time --------------- to time. Borrower agrees that if for any reason, in Lender's reasonable discretion, the amount of such undistributed Loan proceeds shall at any time be or become insufficient for such purpose regardless of how such condition may be caused, Borrower will, within ten (10) days after written request by Lender, deposit the deficiency with Lender ("Deficiency Deposit"). The Deficiency --------------------- Deposit shall first be exhausted before any further disbursement of Loan proceeds shall be made. Lender shall not be obligated to make any Advance of Loan proceeds unless disbursements if and until Borrower has provided Bank with evidence, acceptable to Bank, that for as long as the Loan is “in not In Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paid, in cash, costs of the Project shown in the Budget, equal to at least the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to any line item in the Budget, all remaining unpaid costs of completing such line item, as determined by Bank, do not exceed the amount of the Loan proceeds allocated to such line item, as reflected in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as to the Project, all remaining unpaid costs of construction of the Project, as determined by Bank do not exceed the amount of the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient to pay all costs and payments for which it is maintained which then remain unpaid, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement to the contrary, in the event that Bank or Borrower determines that the unadvanced balance of Loan proceeds is insufficient to (i) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation of the amounts set forth in the Budget that is permitted hereby, Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds in an amount necessary to bring said line item back “in Balance,” as determined by Bank. All sums so deposited shall be advanced by Bank to pay costs of the Project in the same manner as, and prior to, further Advances of Loan proceeds hereunder.

Loan In Balance. Bank Anything contained in this Agreement contained to the contrary notwithstanding, it is expressly understood and agreed that in Agent’s reasonable discretion the Loan shall at all times be “In Balance”, on a Budget Line Item and an aggregate basis. A Budget Line Item shall be deemed to be “In Balance” only if Agent in its reasonable discretion determines that the amount of such Budget Line Item is sufficient for its intended purpose. The Loan shall be deemed to be “In Balance” in the aggregate only when the total of the undisbursed portion of the Loan less the Contingency Fund which Borrower may not reallocate pursuant to Section 10.3 without Agent’s approval (subject to Borrower’s reallocation rights under Section 10.3), equals or exceeds the aggregate of (a) the costs required to complete the construction of the Project in accordance with the Plans and Specifications and the Budget, including, without limitation, all Tenant Work required to be performed by Borrower or tenant allowances to be paid for by Borrower under Leases or reasonably anticipated for unleased space; (b) the amounts to be paid as retainages to persons who have supplied labor or materials to the Project; and (c) all other hard and soft costs not yet paid for in connection with the Project, as such costs and amounts described in clauses (a), (b) and (c) may be estimated and/or approved in writing by Agent from time to time. Borrower agrees that if for any reason, in Agent’s reasonable discretion, the amount of such undistributed Loan proceeds shall at any time be or become insufficient for such purpose regardless of how such condition may be caused, Borrower will, within ten (10) days after written request by Agent, deposit the deficiency with Agent (“Deficiency Deposit”). The Deficiency Deposit shall first be exhausted before any further disbursement of Loan proceeds shall be made. Lenders shall not be obligated to make any Advance of Loan proceeds unless disbursements if and until Borrower has provided Bank with evidence, acceptable to Bank, that for as long as the Loan is not “in In Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paid, in cash, costs of the Project shown in the Budget, equal to at least the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to any line item in the Budget, all remaining unpaid costs of completing such line item, as determined by Bank, do not exceed the amount of the Loan proceeds allocated to such line item, as reflected in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as to the Project, all remaining unpaid costs of construction of the Project, as determined by Bank do not exceed the amount of the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient to pay all costs and payments for which it is maintained which then remain unpaid, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement to the contrary, in the event that Bank or Borrower determines that the unadvanced balance of Loan proceeds is insufficient to (i) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation of the amounts set forth in the Budget that is permitted hereby, Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds in an amount necessary to bring said line item back “in Balance,” as determined by Bank. All sums so deposited shall be advanced by Bank to pay costs of the Project in the same manner as, and prior to, further Advances of Loan proceeds hereunder.

Loan In Balance. Bank shall not be obligated At all times prior to make any Advance repayment of Loan proceeds unless and until Borrower has provided Bank with evidencethe Loans in full, acceptable to Bank, that the Loan is “in Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paidthe sum of the undisbursed Construction Loan proceeds allocated to each line item in the Budget (including any Reserve specifically set aside for such line item) must be sufficient, in cashLender's reasonable determination, to pay the unpaid costs of and expenses that will be incurred to complete such item, and (b) the Project shown aggregate undisbursed Construction Loan proceeds, as set forth in the Budget, equal must be sufficient, in Lender's reasonable determination, to at least pay all unpaid Project Costs and all operating, management and other expenses of the Property through the projected date on which all of the Unit Interests will be sold (or such earlier date by which the Loans will be fully repaid from the proceeds of sales of Unit Interests), as such dates are reasonably determined by Lender from time to time. Lender and Borrower mutually acknowledge that the Budget includes an amount necessary to complete all of Borrower’s Equity the Units. If Lender reasonably determines that (not including any payments i) the costs and expenses to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to complete any line item in the Budget, all Budget exceeds the remaining unpaid costs of completing such line item, as determined by Bank, do not exceed the amount of the undisbursed Construction Loan proceeds allocated to therefor, or (ii) the remaining Project Costs and all estimated operating, management and other expenses of the Project through the projected date on which all of the Unit Interests will be sold (or such line itemearlier date by which the Loans will be fully repaid from the proceeds of sales of Unit Interests), as reflected such dates are reasonably determined by Lender from time to time, exceeds the sum of the aggregate undisbursed Construction Loan proceeds, as set forth in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as then the Construction Loan shall be deemed "out of balance" to the Projectextent of such excess. The Construction Loan shall also be deemed to be "out of balance" if Lender reasonably determines that the aggregate prices at which the Unit Interests can be sold are less than the aggregate Minimum Sales Prices for the Unit Interests, all remaining unpaid costs of construction and/or the pace of the Projectsales of the Unit Interests is slower than that projected by Borrower when establishing the Budget, and, as determined by Bank do a result of either of such circumstances, there will not exceed be sufficient revenue generated from the amount of the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient Project to pay all costs of Borrower's obligations under the Loan Documents as and payments for which it is maintained which then remain unpaid, as determined by Bankwhen required. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement to the contrary, in In the event that Bank or Borrower Lender determines that the unadvanced balance Construction Loan is out of Loan proceeds is insufficient to (i) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation of the amounts set forth in the Budget that is permitted hereby, Borrower shall, within ten five (105) Business Days following demand made to Borrowerdays after written request by Lender, deposit with Bank funds in an Lender the amount necessary reasonably required by Lender to bring said line item back “in Balance,” as determined eliminate the out-of-balance deficiency, whereupon the sums thus deposited by BankBorrower with Lender will be disbursed by Lender to complete the Work prior to any further disbursement of Construction Loan proceeds (or, if the Work has been completed, to the repayment of the outstanding principal balance of the Loans and other amounts payable under the Loan Documents). All sums so deposited No interest shall be advanced by Bank payable to Borrower on the amounts so deposited, nor to Lender on such amounts when disbursed to pay costs the cost of any Work. Borrower agrees to furnish to Lender, upon request, all information required by Lender to make the Project determinations described in the same manner as, and prior to, further Advances of Loan proceeds hereunderthis Section.

Loan In Balance. Bank (a) Anything in this Agreement to the contrary notwithstanding, it is expressly understood and agreed that the Loan at all times shall be in balance. The Loan shall be deemed to be in balance only when the undistributed Loan Proceeds equal or exceed the amount necessary to complete the Improvements. The cost to complete the Improvements or the phase of the Improvements, as the case may be, shall be based upon Lender’s estimate of the cost of construction from time to time to pay for all work and labor done or to be done and all materials furnished or to be furnished for the completion of the construction of the Improvements in accordance with the Plans and Specifications, and also to pay the amounts necessary for the estimated or actual costs of start-up expenses, tenant finish improvements, leasing commissions, initial operating deficits, including all operating expenses and interest expenses through the date Lender projects breakeven operations, the expense of items set forth in Section 8.1 of this Agreement, and all other nonconstruction costs associated with the Loan and with Borrower’s actual or proposed use of the Premises and Improvements. (b) If for any reason the amount of such undistributed proceeds shall at any time be or become insufficient for such purpose under (a) above, regardless of how such conditions may be caused, Borrower will (within 15 days after written notification from Lender) pay all costs of the Improvements until the Loan and each phase of the work is in balance and until such payments have been made Lender will not be obligated to make any Advance of Loan proceeds unless and until further disbursements hereunder. During construction, any income received by Borrower has provided Bank with evidence, acceptable relative to Bank, that the Loan is “in Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paid, in cash, costs of the Project shown in the Budget, equal to at least the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to any line item in the Budget, all remaining unpaid costs of completing such line item, as determined by Bank, do not exceed the amount of the Loan proceeds allocated to such line item, as reflected in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as to the Project, all remaining unpaid costs of construction of the Project, as determined by Bank do not exceed the amount of the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient to pay all costs and payments for which it is maintained which then remain unpaid, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement to the contrary, in the event that Bank or Borrower determines that the unadvanced balance of Loan proceeds is insufficient to (i) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation of the amounts set forth in the Budget that is permitted hereby, Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds in an amount necessary to bring said line item back “in Balance,” as determined by Bank. All sums so deposited shall be advanced by Bank applied to pay costs of construction period interest under the Project in the same manner as, and prior to, further Advances of Loan proceeds hereunderNote.

Loan In Balance. Bank shall not be obligated to make any Advance of Loan proceeds unless and until Borrower has provided Bank with evidence, acceptable to Bank, that the Loan is “in Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paid, in cash, costs At all times prior to repayment of the Project shown Loan in full, (i) the Budget, equal undisbursed proceeds from the Loan allocated to at least the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to any each line item in the BudgetBudget (the aggregate amount of such proceeds being hereinafter referred to as the "Available Proceeds") must be sufficient, in Lender's reasonable determination, to pay the unpaid costs and expenses that will be incurred to complete such item, and (ii) the aggregate Available Proceeds must be sufficient, in Lender's reasonable determination, to pay all Project Costs remaining unpaid costs and all operating, management and other expenses of completing such line itemthe Project through the projected date on which all of the Units for which construction of Improvements have commenced will be sold, as such date is determined by BankLender from time to time. (b) If Lender determines that (i) the costs and expenses to complete a Unit exceeds the amount allocated therefor, do not or (ii) the Project Costs remaining unpaid and all estimated operating, management and other expenses of the Project through the projected date on which all of the Units for which construction of Improvements have commenced will be sold, as such date is determined by Lender from time to time, exceed the amount sum of the Available Proceeds, then the Loan proceeds allocated shall be deemed "out of balance" to the extent of such line item, as reflected in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and excess. (c) as to the Project, all remaining unpaid costs of construction of the Project, as determined by Bank do not exceed the amount of If Lender deems the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient to pay all costs and payments for which it is maintained which then remain unpaid, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement to the contrary, in the event that Bank or Borrower determines that the unadvanced balance of Loan proceeds is insufficient to (i) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation out of the amounts set forth in the Budget that is permitted herebybalance as aforesaid, Borrower shall, within ten (10) Business Days following demand made to Borrowerfive days after written request by Lender, deposit with Bank funds in Lender an amount necessary equal to bring said line item back “in Balance,” as the excess amount or amounts determined pursuant to subparagraph (b) above of this Section. The sums thus deposited with Lender will be disbursed by Bank. All sums so deposited shall be advanced by Bank Lender to pay costs of complete the Project in the same manner as, and Work prior to, to any further Advances disbursement of Loan proceeds hereunder(or, if the Work has been completed, to the repayment of the outstanding principal balance of the Loan). If such deposit is not made within such time, an Event of Default shall be deemed to have occurred. No interest shall be payable to Borrower on the amounts so deposited.

Loan In Balance. Bank Anything in this Agreement contained to the contrary notwithstanding, it is expressly understood and agreed that in the Administrative Agent’s reasonable discretion the Loan shall at all times be “In Balance” on a line-by-line and an aggregate basis. Each line item in the Budget shall be deemed to be “In Balance” only when the undisbursed portion of the then-current line item equals or exceeds the costs required to complete all elements of the construction of the Project intended to be covered by such line item. The Loan shall be deemed to be “In Balance” in the aggregate only when the total of (i) the undisbursed portion of the then-current Maximum Loan Amount less (ii) the then-current Contingency Fund plus (iii) the undisbursed portion of the Borrower’s Equity Requirement (collectively, the “Total Undisbursed Committed Funds”) equals or exceeds the aggregate of (a) the costs required to complete the Construction of the Project in accordance with the Plans and Specifications and the Budget, including, without limitation, all Tenant Work required to be performed by Borrower or tenant allowances to be paid for by Borrower under Leases or reasonably anticipated for unleased space in any Phase; (b) the amounts to be paid as retainages to persons who have supplied labor or materials to the Project; (c) the cost to acquire the Phase III Retail Unit; (d) the amount in excess of projected NOI required to pay interest on the Loan through the Maturity Date; and (e) all other hard and soft costs not yet paid for in connection with the Project. Such costs and amounts described in clauses (a), (b), (c), (d) and (e) may be estimated and/or approved in writing by the Administrative Agent from time to time. Borrower agrees that if for any reason, in the Administrative Agent’s reasonable discretion, the amount of the Total Undisbursed Committed Funds shall at any time be or become insufficient for such purpose regardless of how such condition may be caused, Borrower will, within ten (10) days after written request by the Administrative Agent, deposit the deficiency with the Administrative Agent (“Deficiency Deposit”). The Deficiency Deposit shall first be exhausted before any further disbursement of Loan proceeds shall be made. Lenders shall not be obligated to make any Advance of Loan proceeds unless disbursements if and until Borrower has provided Bank with evidence, acceptable to Bank, that for as long as the Loan is not “in In Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paid, in cash, costs of the Project shown in the Budget, equal to at least the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to any line item in the Budget, all remaining unpaid costs of completing such line item, as determined by Bank, do not exceed the amount of the Loan proceeds allocated to such line item, as reflected in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as to the Project, all remaining unpaid costs of construction of the Project, as determined by Bank do not exceed the amount of the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount sufficient to pay all costs and payments for which it is maintained which then remain unpaid, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder to pay all sums which otherwise would have been payable from such Reserve. Notwithstanding any provision of this Agreement anything contained herein to the contrary, if, as a result of any subsequent events, such Deficiency Deposit is no longer needed in the event that Bank or Borrower determines that the unadvanced balance of Loan proceeds is insufficient to (i) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on order for the Loan through Completion of to be “In Balance”, then to the Improvements, it shall notify the other party hereto extent that any portion of such determinationDeficiency Deposit has not otherwise been applied to Project Costs, and Borrower shall, within ten (10) Business Days following demand made such Deficiency Deposit funds held by Administrative Agent shall be returned to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation of the amounts set forth in the Budget that is permitted hereby, Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds in an amount necessary to bring said line item back “in Balance,” as determined by Bank. All sums so deposited shall be advanced by Bank to pay costs of the Project in the same manner as, and prior to, further Advances of Loan proceeds hereunder.

Loan In Balance. Bank shall not be obligated to make any Advance of Loan proceeds unless and until Borrower has provided Bank with evidence, acceptable to Bank, that the Loan is “in Balance”. For purposes of this Agreement, the term “in Balance” means that (a) Borrower has paidAt all times prior to the Maturity Date, in cash, costs of (i) the Project shown in undisbursed proceeds from the Budget, equal to at least Loan together with the amount of Borrower’s Equity (not including any payments to a Related Party that Bank does not permit to be included as a portion of Borrower’s Equity); (b) as to any line item in the Budget, all remaining unpaid costs of completing such line item, as determined by Bank, do not exceed the undisbursed amount of the Loan proceeds allocated to such line itemBorrower's Equity and the Subordinate Loan, as reflected in the Budget, and not yet advanced by Bank, including any Reserves that Bank has agreed to make available for such line item; and (c) as to the Project, all remaining unpaid costs of construction of the Project, as determined by Bank do not exceed the amount of the Loan proceeds not yet advanced by Bank, including the Reserves. The required amounts of said Reserves shall decline as costs and payments for which they are maintained are paid therefrom; provided, however, that the amount of any such Reserve shall never decline below an amount be sufficient to pay all costs Project Costs remaining unpaid through the projected date on which the Improvements will be substantially completed. (b) If Lender reasonably determines that the undisbursed proceeds from the Loan together with the undisbursed amount of the Borrower's Equity and payments for which it is maintained which then remain unpaidthe Subordinate Loan, as determined by Bank. If any Reserve becomes depleted, such depletion shall not limit Borrower’s obligation hereunder are insufficient to pay all sums Project Costs remaining unpaid through the projected date on which otherwise would have been payable from such Reserve. Notwithstanding any provision the Improvements will be substantially completed, then the Loan shall be deemed "out of this Agreement balance" to the contrary, in the event that Bank or Borrower determines that the unadvanced balance extent of Loan proceeds is insufficient to such excess. (ic) cover any cost allocation set forth on the Budget, (ii) fully fund the Reserves, (iii) pay all costs and expenses of Completion, or (iv) pay interest on If Lender reasonably deems the Loan through Completion of the Improvements, it shall notify the other party hereto of such determination, and Borrower shall, within ten (10) Business Days following demand made to Borrower, deposit with Bank funds equal to said insufficiency in order to bring the Loan back into balance. In addition, in the event there is an increase in any cost category line item of the Budget, that is not to be funded from the Contingency Reserve permitted hereby or through a re-allocation out of the amounts set forth in the Budget that is permitted herebybalance as aforesaid, Borrower shall, within ten (10) Business Days following demand made to Borrowerdays after written request by Lender, deposit with Bank funds Lender an amount equal to the excess amount. The sums thus deposited with Lender will be disbursed by Lender to complete the Work prior to any further disbursement of proceeds of the Loan (or, if the Work has been completed, to the repayment of the Principal Balance). If such deposit is not made within such time, an Event of Default shall be deemed to have occurred. No interest shall be payable to Lender on such amounts when disbursed to pay the cost of any Work. (d) Borrower shall be entitled to reallocate among line items in the Budget without obtaining Lender's prior written consent, so long as such reallocation does not result in an amount necessary to bring said line item back “increase in Balance,” as determined by Bank. All sums so deposited shall be advanced by Bank to pay costs of the Project in Budget. The amount allocated to the same manner ascontingency and the interest reserves line shall, and prior toat all times, further Advances of Loan proceeds hereunderbe an amount reasonably acceptable to the Lender.