Common use of Procedure of Advances Clause in Contracts

Procedure of Advances. (a) Not less than three (3) Business Days prior to the Borrowing Date, the Agent shall deliver written notice to each Lender at the address specified by each Lender from time to time which notice shall include the Borrowing Date and such Lender’s ratable share of such Advance. Within seven (7) days after the Borrowing Date, the Agent shall deliver to each Lender any items reasonably requested by the Agent or a Lender to the extent such items have not previously been delivered and to the extent in the Agent’s possession, but Agent’s failure to do so shall not affect Borrower’s rights under this Agreement. The Lenders shall make the requested Advance on the Borrowing Date so long as all conditions to such Advance are satisfied as determined by the Agent. Unless otherwise notified by the Agent, each Lender may assume that all conditions to such Advance are satisfied on the Borrowing Date. (b) Not later than 10:30 a.m. New York City time, on the date set forth in the Draw Request, each Lender shall make available for the account of the Agent at its address referred to in Section 11.5 hereof, in same day funds, such Lender’s ratable portion of such Advance. After the Agent’s receipt of such funds and upon fulfillment of the conditions in Sections 3.2, 3.3 and 3.4 hereof applicable to the Advance then requested, the Agent will make such funds available to the Borrower, on the Borrowing Date, in accordance with the terms of this Section 3.5. (c) Unless the Agent shall have received notice from a Lender prior to the date of any Advance that such Lender will not make available to the Agent such Lender’s ratable portion of such Advance, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Advance in accordance with Section 3.5.2(b) hereof, and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that any of the Lenders (each, a “Defaulting Lender”) shall not have so made such ratable portion available to the Agent (individually, a “Deficiency”, and collectively, “Deficiencies”), and the Agent has advanced such amount to the Borrower, such Defaulting Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the Default Rate. If such Defaulting Lender shall repay to the Agent such corresponding amount, such amount (excluding interest) so repaid shall constitute such Defaulting Lender’s ratable portion of the Advance and the Borrower shall have no further obligation to repay such amount as provided below, but such amount shall be treated as an Advance hereunder. If there shall be a Deficiency in respect of any Lender, the Agent shall promptly notify the Borrower and the other Lenders of such circumstance, and the other Lenders or any of them shall have the right, but not the obligation, to advance all or any part of the ratable portion of an Advance that should have been made by the Defaulting Lender, and the Defaulting Lender agrees to repay upon demand to each of the Lenders who has advanced a portion of the Deficiency the amount advanced on behalf of the Defaulting Lender, together with interest thereon at the Default Rate. If more than one Lender elects to advance a portion of the Deficiency such Lenders’ advances shall be made based on the relative ratable shares of the Loan of each advancing Lender or as otherwise agreed to by such Lenders. In the event that the Lenders do not advance any portion of the remaining Deficiency, the Agent shall notify the Borrower of the amount of the Deficiency and, within thirty (30) days of the Borrower’s receipt of such notice, the Borrower shall either: (i) identify an Eligible Assignee that will assume the Defaulting Lender’s obligations with respect to the Deficiency on the terms and conditions of this Agreement, and such Eligible Assignee shall so assume the obligations and pay the portion of the Deficiency then-outstanding to the Agent, or (ii) the Borrower shall pay to the Agent the portion of the Deficiency then outstanding, with interest thereon at the Applicable Interest Rate. In the event the Defaulting Lender fails to advance or repay the Deficiency (with interest at the Default Rate, if applicable) on or prior to the date of the next succeeding Advance, the entire interest of said Defaulting Lender in the Loan shall be subordinate to the interests of the other Lenders and all payments otherwise payable to the Defaulting Lender shall be used to advance or repay the Deficiency, as applicable, until such time as such Defaulting Lender advances or repays all Deficiencies (including interest at the Default Rate, if applicable). Nothing contained in the foregoing Section 3.5.2 (c) is intended to waive or limit any right, claim or cause of action, in law or in equity, of Lender or the Borrower against any Defaulting Lender, it being understood that any Lender or Borrower may proceed directly against any such Defaulting Lender. (d) The failure of any Lender to pay any Deficiency shall not relieve any other Lender of its obligation, if any, hereunder to make its ratable portion of the Advance on the date of such Advance, but no Lender shall be responsible for the failure of any other Lender to make its ratable portion of the Advance to be made by such other Lender on the date of any Advance. The Lenders, in the sole discretion of the Agent, shall have the right to make no further Advances under the Loan if any and all Deficiencies in respect of prior Advances made more than sixty (60) days prior to the current Advance have not been funded by (A) the Defaulting Lender(s) responsible therefor; (B) one or more of the other Lenders, (C) the Borrower with its own equity or (D) an Eligible Assignee. In such event, the Loan Commitment Amount shall be reduced by any and all Deficiencies unless and until funded as provided in subsections (A), (B) or (D) above or a substitute lender, reasonably acceptable to the Lenders other than the Defaulting Lender(s), pays such Deficiency(ies). If, pursuant to this Section 3.5.2(d), the Lenders are not obligated to make an Advance, the Agent may nonetheless make a determination that Lenders shall make such Advances and all the Lenders shall be bound by such determination.

Procedure of Advances. (a) Each Draw Request shall be submitted to Agent and the Construction Consultant at least eight (8) Business Days prior to the Borrowing Date for the requested Advance, and no more frequently than monthly except as otherwise provided in Section 2.10.2. Not less than three (3) London Business Days prior to the Borrowing Date, the Agent shall deliver written notice to each Lender at the address specified by each Lender from time to time which notice shall include the Borrowing Date and such Lender’s ratable share 's Ratable Share of such Advance. Within seven (7) days after the Borrowing Date, the Agent shall deliver to each Lender any items reasonably requested by include with such notice a copy of the Agent or a Lender Draw Request, to the extent such items have not previously been delivered and to the extent in the Agent’s 's possession, but Agent’s failure and Agent shall promptly deliver to do so shall not affect Borrower’s rights under this Agreementeach Lender all items in respect of such Advance received by Agent after the date of such notice. The Lenders shall make the requested Advance on the Borrowing Date so long as all conditions to such Advance are satisfied as determined by the Agentor waived. Unless otherwise notified by the Agent, each Lender may assume that all conditions to such Advance are satisfied or waived on the Borrowing Date. (b) Not later than 10:30 11:00 a.m. New York City time, on the date set forth in the Draw RequestBorrowing Date, each Lender shall make available for the account of the Agent at its address referred to in Section 11.5 hereof10.6, in same day funds, such Lender’s 's ratable portion of such Advance. After the Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions in Sections 3.2Article II, 3.3 and 3.4 hereof applicable to the Advance then requested, the Agent will make such funds available to the Borrower, on the Borrowing Date, Borrower in accordance with the terms of this Section 3.52.10. (1) In cases where the Architect will not sign the AIA Document G702 Form, HVB requires the Architect to provide an Architect's Certificate in the form set forth in SCHEDULE VII. (c) Unless the Agent shall have received notice from a Lender prior to the date of any Advance Borrowing Date that such Lender will not make available to the Agent such Lender’s 's ratable portion of such Advance, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Advance Borrowing Date in accordance with Section 3.5.2(b) hereof2.10.4(b), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date the Borrowing Date a corresponding amount. If and to the extent that any of the Lenders (each, a “Defaulting Lender”the "DEFAULTING LENDER") shall not have so made such ratable portion available to the Agent (individually, a “Deficiency”, "DEFICIENCY," and collectively, “Deficiencies”"DEFICIENCIES"), and the Agent has advanced such amount to the Borrower, such Defaulting Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the Default Rate. If such Defaulting Lender shall repay to the Agent such corresponding amount, such amount (excluding interest) so repaid shall constitute such Defaulting Lender’s 's ratable portion of the Advance and Advance. Each of the Lenders agrees that Borrower or any of the other Lenders shall have no further obligation the right to repay proceed directly against any Defaulting Lender in respect of any right or claim arising out of the default of such amount as provided below, but such amount shall be treated as an Advance Defaulting Lender hereunder. If there shall be a Deficiency in respect of any Lender, the Agent shall promptly notify the Borrower and the other Lenders of such circumstanceLenders, and the other Lenders or any of them them, shall have the right, but not the obligation, to advance all or any part of the ratable portion of an Advance that should have been made by the Defaulting Lender, and the Defaulting Lender agrees to repay upon demand to each of the Lenders who has advanced a portion of the Deficiency the amount advanced on behalf of the Defaulting Lender, together with interest thereon at the Default Rate. If more than one Lender elects to advance a portion of the Deficiency such Lenders’ ' advances shall be made based on the relative ratable shares Ratable Shares of the Loan of each advancing Lender or as otherwise agreed to by such Lenders. In the event that the Lenders do not advance any portion of the remaining Deficiency, the Agent shall notify the Borrower of the amount of the Deficiency and, within thirty (30) days of the Borrower’s receipt of such notice, the Borrower shall either: (i) identify an Eligible Assignee that will assume the Defaulting Lender’s obligations with respect to the Deficiency on the terms and conditions of this Agreement, and such Eligible Assignee shall so assume the obligations and pay the portion of the Deficiency then-outstanding to the Agent, or (ii) the Borrower shall pay to the Agent the portion of the Deficiency then outstanding, with interest thereon at the Applicable Interest Rate. In the event the Defaulting Lender fails to advance or repay the Deficiency (with interest at the Default Rate, if applicable) on or prior to the date of the next succeeding Advance, the entire interest of said Defaulting Lender in the Loan shall be subordinate to the interests of the other Lenders and all payments otherwise payable to the Defaulting Lender shall be used to advance or repay the Deficiency, as applicable, until such time as such Defaulting Lender advances or repays all Deficiencies (including interest at the Default Rate, if applicable). Nothing contained ) and Borrower or Agent shall have the right to require such Defaulting Lender to assign its interest in the foregoing Loan to an Eligible Institution or other assignee satisfactory to Agent in its sole discretion (subject, nevertheless, to Section 3.5.2 (c) is intended to waive or limit any right, claim or cause of action, in law or in equity, of Lender or the Borrower against any Defaulting Lender, it being understood that any Lender or Borrower may proceed directly against any such Defaulting Lender10.24). (d) The failure of any Lender to pay any Deficiency shall not relieve any other Lender of its obligation, if any, hereunder to make its ratable portion of the Advance on the date of such AdvanceBorrowing Date, but no Lender shall be responsible for the failure of any other Lender to make its ratable portion of the Advance to be made by such other Lender on the date of any AdvanceBorrowing Date; provided, however, that Lenders shall be obligated to fund the balance or the then current Advance (i.e., excluding the Deficiency) in the manner required hereunder. The In the event the following occurs, Lenders, in the sole discretion of the Agent, shall have the right to make no further Advances under the Loan if Loan: any and all Deficiencies in respect of prior Advances made more than sixty thirty (6030) days prior to the current Advance have not been funded by (A) the Defaulting Lender(s) responsible therefor; therefor or (B) one or more of the other Lenders, Lenders or (C) the Borrower with its own equity or (D) an Eligible Assigneeequity. In such event, the Supplemental Loan Commitment Amount shall be permanently reduced by any and all Deficiencies unless and until funded as provided in subsections clauses (A), (B) or (DB) above or a substitute lender, reasonably acceptable to the Lenders other than the Defaulting Lender(s), pays such Deficiency(ies). If, If pursuant to this Section 3.5.2(d)Section, the Lenders are not obligated to make an Advance, the Agent may (subject to subsection (e) below) nonetheless make a determination that Lenders shall make such Advances and all the Lenders shall be bound by such determination. (e) Notwithstanding the foregoing, any decision by Agent to make Advances hereunder when Borrower is not entitled to receive such an Advance because an Event of Default has occurred and is continuing and any decision by Agent to refuse to make any Advance hereunder because an Event of Default has occurred and is continuing shall be a Major Decision requiring the consent of all Lenders.

Procedure of Advances. (a) Each Draw Request shall be submitted to Agent and the Construction Consultant at least eight (8) Business Days prior to the Borrowing Date for the requested Advance, and no more frequently than monthly except as otherwise provided in Section 2.10.2. Not less than three (3) London Business Days prior to the Borrowing Date, the Agent shall deliver written notice to each Lender at the address specified by each Lender from time to time which notice shall include the Borrowing Date and such Lender’s ratable share 's Ratable Share of such Advance. Within seven (7) days after the Borrowing Date, the Agent shall deliver to each Lender any items reasonably requested by include with such notice a copy of the Agent or a Lender Draw Request, to the extent such items have not previously been delivered and to the extent in the Agent’s 's possession, but Agent’s failure and Agent shall promptly deliver to do so shall not affect Borrower’s rights under this Agreementeach Lender all items in respect of such Advance received by Agent after the date of such notice. The Lenders shall make the requested Advance on the Borrowing Date so long as all conditions to such Advance are satisfied as determined by the Agentor waived. Unless otherwise notified by the Agent, each Lender may assume that all conditions to such Advance are satisfied or waived on the Borrowing Date. (b) Not later than 10:30 11:00 a.m. New York City time, on the date set forth in the Draw RequestBorrowing Date, each Lender shall make available for the account of the Agent at its address referred to in Section 11.5 hereof10.6, in same day funds, such Lender’s 's ratable portion of such Advance. After the Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions in Sections 3.2Article II, 3.3 and 3.4 hereof applicable to the Advance then requested, the Agent will make such funds available to the Borrower, on the Borrowing Date, Borrower in accordance with the terms of this Section 3.52.10. (c) Unless the Agent shall have received notice from a Lender prior to the date of any Advance Borrowing Date that such Lender will not make available to the Agent such Lender’s 's ratable portion of such Advance, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Advance Borrowing Date in accordance with Section 3.5.2(b) hereof2.10.4(b), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date the Borrowing Date a corresponding amount. If and to the extent that any of the Lenders (each, a “Defaulting Lender”the "DEFAULTING LENDER") shall not have so made such ratable portion available to the Agent (individually, a “Deficiency”, "DEFICIENCY," and collectively, “Deficiencies”"DEFICIENCIES"), and the Agent has advanced such amount to the Borrower, such Defaulting Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the Default Rate. If such Defaulting Lender shall repay to the Agent such corresponding amount, such amount (excluding interest) so repaid shall constitute such Defaulting Lender’s 's ratable portion of the Advance and Advance. Each of the Lenders agrees that Borrower or any of the other Lenders shall have no further obligation the right to repay proceed directly against any Defaulting Lender in respect of any right or claim arising out of the default of such amount as provided below, but such amount shall be treated as an Advance Defaulting Lender hereunder. If there shall be a Deficiency in respect of any Lender, the Agent shall promptly notify the Borrower and the other Lenders of such circumstanceLenders, and the other Lenders or any of them them, shall have the right, but not the obligation, to advance all or any part of the ratable portion of an Advance that should have been made by the Defaulting Lender, and the Defaulting Lender agrees to repay upon demand to each of the Lenders who has advanced a portion of the Deficiency the amount advanced on behalf of the Defaulting Lender, together with interest thereon at the Default Rate. If more than one Lender elects to advance a portion of the Deficiency such Lenders’ ' advances shall be made based on the relative ratable shares Ratable Shares of the Loan of each advancing Lender or as otherwise agreed to by such Lenders. In the event that the Lenders do not advance any portion of the remaining Deficiency, the Agent shall notify the Borrower of the amount of the Deficiency and, within thirty (30) days of the Borrower’s receipt of such notice, the Borrower shall either: (i) identify an Eligible Assignee that will assume the Defaulting Lender’s obligations with respect to the Deficiency on the terms and conditions of this Agreement, and such Eligible Assignee shall so assume the obligations and pay the portion of the Deficiency then-outstanding to the Agent, or (ii) the Borrower shall pay to the Agent the portion of the Deficiency then outstanding, with interest thereon at the Applicable Interest Rate. In the event the Defaulting Lender fails to advance or repay the Deficiency (with interest at the Default Rate, if applicable) on or prior to the date of the next succeeding Advance, the entire interest of said Defaulting Lender in the Loan shall be subordinate to the interests of the other Lenders and all payments otherwise payable to the Defaulting Lender shall be used to advance or repay the Deficiency, as applicable, until such time as such Defaulting Lender advances or repays all Deficiencies (including interest at the Default Rate, if applicable). Nothing contained ) and Borrower or Agent shall have the right to require such Defaulting Lender to assign its interest in the foregoing Loan to an Eligible Institution or other assignee satisfactory to Agent in its sole discretion (subject, nevertheless, to Section 3.5.2 (c) is intended to waive or limit any right, claim or cause of action, in law or in equity, of Lender or the Borrower against any Defaulting Lender, it being understood that any Lender or Borrower may proceed directly against any such Defaulting Lender10.24). (d) The failure of any Lender to pay any Deficiency shall not relieve any other Lender of its obligation, if any, hereunder to make its ratable portion of the Advance on the date of such AdvanceBorrowing Date, but no Lender shall be responsible for the failure of any other Lender to make its ratable portion of the Advance to be made by such other Lender on the date of any AdvanceBorrowing Date; provided, however, that Lenders shall be obligated to fund the balance or the then current Advance (i.e., excluding the Deficiency) in the manner required hereunder. The In the event the following occurs, Lenders, in the sole discretion of the Agent, shall have the right to make no further Advances under the Loan if Loan: any and all Deficiencies in respect of prior Advances made more than sixty thirty (6030) days prior to the current Advance have not been funded by (A) the Defaulting Lender(s) responsible therefor; therefor or (B) one or more of the other Lenders, Lenders or (C) the Borrower with its own equity or (D) an Eligible Assigneeequity. In such event, the Project Loan Commitment Amount shall be permanently reduced by any and all Deficiencies unless and until funded as provided in subsections clauses (A), (B) or (DB) above or a substitute lender, reasonably acceptable to the Lenders other than the Defaulting Lender(s), pays such Deficiency(ies). If, If pursuant to this Section 3.5.2(d)Section, the Lenders are not obligated to make an Advance, the Agent may (subject to subsection (e) below) nonetheless make a determination that Lenders shall make such Advances and all the Lenders shall be bound by such determination. (e) Notwithstanding the foregoing, any decision by Agent to make Advances hereunder when Borrower is not entitled to receive such an Advance because an Event of Default has occurred and is continuing and any decision by Agent to refuse to make any Advance hereunder because an Event of Default has occurred and is continuing shall be a Major Decision requiring the consent of all Lenders.

Procedure of Advances. (a) Each Draw Request shall be submitted to Agent and the Construction Consultant at least eight (8) Business Days prior to the Borrowing Date for the requested Advance, and no more frequently than monthly except as otherwise provided in Section 2.10.2. Not less than three (3) London Business Days prior to the Borrowing Date, the Agent shall deliver written notice to each Lender at the address specified by each Lender from time to time which notice shall include the Borrowing Date and such Lender’s ratable share 's Ratable Share of such Advance. Within seven (7) days after the Borrowing Date, the Agent shall deliver to each Lender any items reasonably requested by include with such notice a copy of the Agent or a Lender Draw Request, to the extent such items have not previously been delivered and to the extent in the Agent’s 's possession, but Agent’s failure and Agent shall promptly deliver to do so shall not affect Borrower’s rights under this Agreementeach Lender all items in respect of such Advance received by Agent after the date of such notice. The Lenders shall make the requested Advance on the Borrowing Date so long as all conditions to such Advance are satisfied as determined by the Agentor waived. Unless otherwise notified by the Agent, each Lender may assume that all conditions to such Advance are satisfied or waived on the Borrowing Date. (b) Not later than 10:30 11:00 a.m. New York City time, on the date set forth in the Draw RequestBorrowing Date, each Lender shall make available for the account of the Agent at its address referred to in Section 11.5 hereof10.6, in same day funds, such Lender’s 's ratable portion of such Advance. After the Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions in Sections 3.2Article II, 3.3 and 3.4 hereof applicable to the Advance then requested, the Agent will make such funds available to the Borrower, on the Borrowing Date, Borrower in accordance with the terms of this Section 3.52.10. (c) Unless the Agent shall have received notice from a Lender prior to the date of any Advance Borrowing Date that such Lender will not make available to the Agent such Lender’s 's ratable portion of such Advance, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Advance Borrowing Date in accordance with Section 3.5.2(b) hereof2.10.4(b), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date the Borrowing Date a corresponding amount. If and to the extent that any of the Lenders (each, a “Defaulting Lender”the "DEFAULTING LENDER") shall not have so made such ratable portion available to the Agent (individually, a “Deficiency”, "DEFICIENCY," and collectively, “Deficiencies”"DEFICIENCIES"), and the Agent has advanced such amount to the Borrower, such Defaulting Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the Default Rate. If such Defaulting Lender shall repay to the Agent such corresponding amount, such amount (excluding interest) so repaid shall constitute such Defaulting Lender’s 's ratable portion of the Advance and Advance. Each of the Lenders agrees that Borrower or any of the other Lenders shall have no further obligation the right to repay proceed directly against any Defaulting Lender in respect of any right or claim arising out of the default of such amount as provided below, but such amount shall be treated as an Advance Defaulting Lender hereunder. If there shall be a Deficiency in respect of any Lender, the Agent shall promptly notify the Borrower and the other Lenders of such circumstanceLenders, and the other Lenders or any of them them, shall have the right, but not the obligation, to advance all or any part of the ratable portion of an Advance that should have been made by the Defaulting Lender, and the Defaulting Lender agrees to repay upon demand to each of the Lenders who has advanced a portion of the Deficiency the amount advanced on behalf of the Defaulting Lender, together with interest thereon at the Default Rate. If more than one Lender elects to advance a portion of the Deficiency such Lenders’ ' advances shall be made based on the relative ratable shares Ratable Shares of the Loan of each advancing Lender or as otherwise agreed to by such Lenders. In the event that the Lenders do not advance any portion of the remaining Deficiency, the Agent shall notify the Borrower of the amount of the Deficiency and, within thirty (30) days of the Borrower’s receipt of such notice, the Borrower shall either: (i) identify an Eligible Assignee that will assume the Defaulting Lender’s obligations with respect to the Deficiency on the terms and conditions of this Agreement, and such Eligible Assignee shall so assume the obligations and pay the portion of the Deficiency then-outstanding to the Agent, or (ii) the Borrower shall pay to the Agent the portion of the Deficiency then outstanding, with interest thereon at the Applicable Interest Rate. In the event the Defaulting Lender fails to advance or repay the Deficiency (with interest at the Default Rate, if applicable) on or prior to the date of the next succeeding Advance, the entire interest of said Defaulting Lender in the Loan shall be subordinate to the interests of the other Lenders and all payments otherwise payable to the Defaulting Lender shall be used to advance or repay the Deficiency, as applicable, until such time as such Defaulting Lender advances or repays all Deficiencies (including interest at the Default Rate, if applicable). Nothing contained ) and Borrower or Agent shall have the right to require such Defaulting Lender to assign its interest in the foregoing Loan to an Eligible Institution or other assignee satisfactory to Agent in its sole discretion (subject, nevertheless, to Section 3.5.2 (c) is intended to waive or limit any right, claim or cause of action, in law or in equity, of Lender or the Borrower against any Defaulting Lender, it being understood that any Lender or Borrower may proceed directly against any such Defaulting Lender10.24). (d) The failure of any Lender to pay any Deficiency shall not relieve any other Lender of its obligation, if any, hereunder to make its ratable portion of the Advance on the date of such AdvanceBorrowing Date, but no Lender shall be responsible for the failure of any other Lender to make its ratable portion of the Advance to be made by such other Lender on the date of any AdvanceBorrowing Date; provided, however, that Lenders shall be obligated to fund the balance or the then current Advance (i.e., excluding the Deficiency) in the manner required hereunder. The In the event the following occurs, Lenders, in the sole discretion of the Agent, shall have the right to make no further Advances under the Loan if Loan: any and all Deficiencies in respect of prior Advances made more than sixty thirty (6030) days prior to the current Advance have not been funded by (A) the Defaulting Lender(s) responsible therefor; therefor or (B) one or more of the other Lenders, Lenders or (C) the Borrower with its own equity or (D) an Eligible Assigneeequity. In such event, the Building Loan Commitment Amount shall be permanently reduced by any and all Deficiencies unless and until funded as provided in subsections clauses (A), (B) or (DB) above or a substitute lender, reasonably acceptable to the Lenders other than the Defaulting Lender(s), pays such Deficiency(ies). If, If pursuant to this Section 3.5.2(d)Section, the Lenders are not obligated to make an Advance, the Agent may (subject to subsection (e) below) nonetheless make a determination that Lenders shall make such Advances and all the Lenders shall be bound by such determination. (e) Notwithstanding the foregoing, any decision by Agent to make Advances hereunder when Borrower is not entitled to receive such an Advance because an Event of Default has occurred and is continuing and any decision by Agent to refuse to make any Advance hereunder because an Event of Default has occurred and is continuing shall be a Major Decision requiring the consent of all Lenders. (f) If included in a Borrower's Requisition, Agent will make an Advance directly into the imprest account of the Construction Manager in accordance with the provisions of the Construction Management Agreement provided, at no time, shall the outstanding unapplied balance in such imprest account exceed $4,000,000.

Procedure of Advances. (a) Each Draw Request shall be submitted to Agent and the Construction Consultant at least eight (8) Business Days prior to the Borrowing Date for the requested Advance, and no more frequently than monthly except as otherwise provided in Section 2.10.2. Not less than three (3) London Business Days prior to the Borrowing Date, the Agent shall deliver written notice to each Lender at the address specified by each Lender from time to time which notice shall include the Borrowing Date and such Lender’s ratable share 's Ratable Share of such Advance. Within seven (7) days after the Borrowing Date, the Agent shall deliver to each Lender any items reasonably requested by include with such notice a copy of the Agent or a Lender Draw Request, to the extent such items have not previously been delivered and to the extent in the Agent’s 's possession, but Agent’s failure and Agent shall promptly deliver to do so shall not affect Borrower’s rights under this Agreementeach Lender all items in respect of such Advance received by Agent after the date of such notice. The Lenders shall make the requested Advance on the Borrowing Date so long as all conditions to such Advance are satisfied as determined by the Agentor waived. Unless otherwise notified by the Agent, each Lender may assume that all conditions to such Advance are satisfied or waived on the Borrowing Date. (b) Not later than 10:30 11:00 a.m. New York City time, on the date set forth in the Draw RequestBorrowing Date, each Lender shall make available for the account of the Agent at its address referred to in Section 11.5 hereof10.6, in same day funds, such Lender’s 's ratable portion of such Advance. After the Agent’s 's receipt of such funds and upon fulfillment of the applicable conditions in Sections 3.2Article II, 3.3 and 3.4 hereof applicable to the Advance then requested, the Agent will make such funds available to the Borrower, on the Borrowing Date, Borrower in accordance with the terms of this Section 3.52.10. (c) Unless the Agent shall have received notice from a Lender prior to the date of any Advance Borrowing Date that such Lender will not make available to the Agent such Lender’s 's ratable portion -29- <PAGE> of such Advance, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Advance Borrowing Date in accordance with Section 3.5.2(b) hereof2.10.4(b), and the Agent may, in reliance upon such assumption, make available to the Borrower on such date the Borrowing Date a corresponding amount. If and to the extent that any of the Lenders (each, a “Defaulting Lender”the "DEFAULTING LENDER") shall not have so made such ratable portion available to the Agent (individually, a “Deficiency”, "DEFICIENCY," and collectively, “Deficiencies”"DEFICIENCIES"), and the Agent has advanced such amount to the Borrower, such Defaulting Lender agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at the Default Rate. If such Defaulting Lender shall repay to the Agent such corresponding amount, such amount (excluding interest) so repaid shall constitute such Defaulting Lender’s 's ratable portion of the Advance and Advance. Each of the Lenders agrees that Borrower or any of the other Lenders shall have no further obligation the right to repay proceed directly against any Defaulting Lender in respect of any right or claim arising out of the default of such amount as provided below, but such amount shall be treated as an Advance Defaulting Lender hereunder. If there shall be a Deficiency in respect of any Lender, the Agent shall promptly notify the Borrower and the other Lenders of such circumstanceLenders, and the other Lenders or any of them them, shall have the right, but not the obligation, to advance all or any part of the ratable portion of an Advance that should have been made by the Defaulting Lender, and the Defaulting Lender agrees to repay upon demand to each of the Lenders who has advanced a portion of the Deficiency the amount advanced on behalf of the Defaulting Lender, together with interest thereon at the Default Rate. If more than one Lender elects to advance a portion of the Deficiency such Lenders’ ' advances shall be made based on the relative ratable shares Ratable Shares of the Loan of each advancing Lender or as otherwise agreed to by such Lenders. In the event that the Lenders do not advance any portion of the remaining Deficiency, the Agent shall notify the Borrower of the amount of the Deficiency and, within thirty (30) days of the Borrower’s receipt of such notice, the Borrower shall either: (i) identify an Eligible Assignee that will assume the Defaulting Lender’s obligations with respect to the Deficiency on the terms and conditions of this Agreement, and such Eligible Assignee shall so assume the obligations and pay the portion of the Deficiency then-outstanding to the Agent, or (ii) the Borrower shall pay to the Agent the portion of the Deficiency then outstanding, with interest thereon at the Applicable Interest Rate. In the event the Defaulting Lender fails to advance or repay the Deficiency (with interest at the Default Rate, if applicable) on or prior to the date of the next succeeding Advance, the entire interest of said Defaulting Lender in the Loan shall be subordinate to the interests of the other Lenders and all payments otherwise payable to the Defaulting Lender shall be used to advance or repay the Deficiency, as applicable, until such time as such Defaulting Lender advances or repays all Deficiencies (including interest at the Default Rate, if applicable). Nothing contained ) and Borrower or Agent shall have the right to require such Defaulting Lender to assign its interest in the foregoing Loan to an Eligible Institution or other assignee satisfactory to Agent in its sole discretion (subject, nevertheless, to Section 3.5.2 (c) is intended to waive or limit any right, claim or cause of action, in law or in equity, of Lender or the Borrower against any Defaulting Lender, it being understood that any Lender or Borrower may proceed directly against any such Defaulting Lender10.24). (d) The failure of any Lender to pay any Deficiency shall not relieve any other Lender of its obligation, if any, hereunder to make its ratable portion of the Advance on the date of such AdvanceBorrowing Date, but no Lender shall be responsible for the failure of any other Lender to make its ratable portion of the Advance to be made by such other Lender on the date of any AdvanceBorrowing Date; provided, however, that Lenders shall be obligated to fund the balance or the then current Advance (i.e., excluding the Deficiency) in the manner required hereunder. The In the event the following occurs, Lenders, in the sole discretion of the Agent, shall have the right to make no further Advances under the Loan if Loan: any and all Deficiencies in respect of prior Advances made more than sixty thirty (6030) days prior to the current Advance have not been funded by (A) the Defaulting Lender(s) responsible therefor; therefor or (B) one or more of the other Lenders, Lenders or (C) the Borrower with its own equity or (D) an Eligible Assigneeequity. In such event, the Project Loan Commitment Amount shall be permanently reduced by any and all Deficiencies unless and until funded as provided in subsections clauses (A), (B) or (DB) above or a substitute lender, reasonably acceptable to the Lenders other than the Defaulting Lender(s), pays such Deficiency(ies). If, If pursuant to this Section 3.5.2(d)Section, the Lenders are not obligated to make an Advance, the Agent may (subject to subsection (e) below) nonetheless make a determination that Lenders shall make such Advances and all the Lenders shall be bound by such determination. -30- <PAGE> (e) Notwithstanding the foregoing, any decision by Agent to make Advances hereunder when Borrower is not entitled to receive such an Advance because an Event of Default has occurred and is continuing and any decision by Agent to refuse to make any Advance hereunder because an Event of Default has occurred and is continuing shall be a Major Decision requiring the consent of all Lenders.