Common use of Project Budget and Application of Loan Proceeds Clause in Contracts

Project Budget and Application of Loan Proceeds. The Project Budget includes all Project Costs (as hereinafter defined) contemplated to be paid from disbursements of the Loan, including categories for contingencies and the sources of funds, that is, proceeds of the Loan, Project Revenues (as hereinafter defined) and Borrower's Equity. The Project Budget shall be promptly supplemented to include a forecast (hereinafter called the “Forecast”) of the timing of the sources and uses of funds through the maturity date of the Loan. The Project Budget specifies the interest rate projections and leasing assumptions used to determine the Project Costs. “Project Costs” shall mean all costs incurred in connection with the acquisition of the Land and the construction, leasing and operation of the Improvements until maturity of the Loan, including without limitation interest expense. “Project Revenues” shall mean all receipts and revenues generated by or in connection with the Property, including without limitation rents, interest income, insurance proceeds, condemnation awards and payments received from interest rate hedging or similar agreements. Borrower agrees to give Lender prompt written notice of any changes made in the Project Costs or the Forecast so that the Project Budget accurately and realistically represents the sources and uses of funds for the Property. In addition, Lender may notify Borrower that, in Lender's reasonable judgment, changes need to be made in the Project Budget. If, after consultation and consideration of the view of Borrower and supporting documentation, Borrower and Lender do not agree as to what modifications need to be made in the Project Budget, the reasonable determination of Lender shall govern. Lender shall confirm to Borrower the most current approved Project Budget. Borrower shall use the proceeds of the Loan solely for the purpose of paying for the Project Costs as set forth in the Project Budget and shall in no event use any of the Loan proceeds for any other purpose.

Project Budget and Application of Loan Proceeds. The Project Budget includes all Project Costs (as hereinafter defined) contemplated to be paid from disbursements of the LoanLoans, including categories for contingencies and contingencies. Borrower’s Equity is indicated in the sources of funds, that is, proceeds Equity Exposure column of the Loan, Project Revenues (as hereinafter defined) and Borrower's Equity. The Project Budget shall be promptly supplemented to include a forecast (hereinafter called the “Forecast”) of the timing of the sources and uses of funds through the maturity date of the Loan. The Project Budget specifies the interest rate projections and leasing assumptions used to determine the Project CostsBudget. “Project Costs” shall mean all costs incurred in connection with the acquisition and development of the Land and the ownership, construction, financing, leasing and operation of the Improvements until maturity of the LoanLoans, including without limitation interest expense. “Project Revenues” shall mean all receipts and revenues generated by or in connection with the Property, including without limitation rents, interest income, insurance proceeds, condemnation awards and payments received from interest rate hedging or similar agreements. The Project Budget shall contain line item accounts styled “Hard Cost Contingency” and “Soft Cost Contingency”. To the extent there are demonstrable cost savings in any hard cost line item in the Project Budget (other than Interest Reserve and “Operating Deficit” line item from which funds may only be reallocated with the prior written consent of Administrative Agent, such consent to be granted or withheld in Administrative Agent’s sole and absolute discretion) which is verified in writing by the Inspecting Architect, the remaining balance of such line item shall be reallocated to the Hard Cost Contingency, and to the extent there are any demonstrable cost savings in any soft cost line item in the Project Budget (i.e., other than hard cost line item) such savings shall be reallocated to the Soft Cost Contingency. Any funds reallocated to the Hard Cost Contingency may be reallocated only in proportion to the percentage of the completion of the Improvements (based upon the total costs set forth in the Project Budget). Subject to the foregoing, available funds in the Hard Cost Contingency line item may at Borrower’s request be reallocated to any line item for hard costs that are under-funded until the Hard Cost Contingency has been depleted. Available funds in the Soft Cost Contingency line item may at Borrower’s be reallocated to any line item for Project Costs (other than to the (i) Interest Reserve and “Operating Deficit” line items, to which line items funds may only be reallocated with the prior written consent of Administrative Agent, such consent to be granted or withheld in Administrative Agent’s sole and absolute discretion and (ii) Developer’s Fee, Contractor’s Fee (except for increases in the Contractor’s Fee based on an increase in the Project Costs in accordance with the General Contract) and any other line items providing for the payment to an Affiliate of Borrower or Guarantor, including any fee paid to an equity owner of Borrower) that are under-funded until the Soft Cost Contingency has been depleted. All Project Budget reallocation requests must be accompanied by the Project Budget Reallocation Worksheet. No reallocation of line items in the Project Budget may be made without Administrative Agent’s prior written consent (other than with respect to Borrower’s rights to reallocate demonstrable cost savings to the Hard Cost Contingency and Soft Cost Contingency, and amounts from the Hard Cost Contingency and Soft Cost Contingency to other line items of the Project Budget as provided above). Borrower agrees to give Lender Administrative Agent prompt written notice of any changes that should be made in the Project Costs or the Forecast so that the Project Budget accurately and realistically represents the sources and uses of funds for the Property. In addition, Lender may notify Borrower that, in Lender's reasonable judgment, changes need to be made in the Project Budget. If, after consultation and consideration of the view of Borrower and supporting documentation, Borrower and Lender do not agree as to what modifications need to be made in the Project Budget, the reasonable determination of Lender shall govern. Lender shall confirm to Borrower the most current approved Project Budget. Borrower shall use the proceeds of the Loan solely for the purpose of paying for the Project Costs as set forth in the Project Budget and shall in no event use any of the Loan proceeds for any other purpose.

Project Budget and Application of Loan Proceeds. The Project Budget includes all Project Costs (as hereinafter defined) contemplated to be paid from disbursements of the Loan, including categories for contingencies and the sources of funds, that is, proceeds of the Loancontingencies, Project Revenues (as hereinafter defined) and Borrower's ’s Initial Equity. The Project Budget shall be promptly supplemented to include a forecast (hereinafter called the “Forecast”) of the timing of the sources and uses of funds through the maturity date of the Loan. The Project Budget specifies the interest rate projections and leasing assumptions used to determine the Project Costs. “Project Costs” shall mean all costs incurred in connection with the acquisition of the Land and the construction, leasing and operation of the Improvements until maturity of the Loan, including without limitation interest expense; provided, however, that the cost of the Land shown in the Project Budget shall in no event exceed the “as-is” value of the Land shown in the initial Appraisal of the Property obtained by and approved by Lender in connection with the closing of the Loan. “Project Revenues” shall mean all receipts and revenues generated by or in connection with the Property, including without limitation rents, interest income, insurance proceeds, condemnation awards and payments received from interest rate hedging or similar agreements. Notwithstanding any provision herein to the contrary, Borrower may not (i) reallocate any line item in the Project Budget to any other line item in the Project Budget without Lender’s written consent, unless Borrower provides Lender with evidence reasonably satisfactory to Lender of associated manifest cost savings realized by Borrower in the applicable line item(s) supporting such reallocation, as verified by Construction Consultant for any Hard Costs savings (if and to the extent such verification is required by Lender), (ii) reallocate all or any portion of the “interest reserve,” “developer fee” or “general contractor fee” line items in the Project Budget for any purpose without Lender’s consent, in its sole discretion, regardless of whether manifest cost savings in any such lien items are realized, or (iii) utilize and allocate any “contingency” item set forth in the Project Budget, other than as follows: (A) not more than 50% of the contingency line item may be utilized and allocated for Project Costs actually incurred by Borrower until the Improvements reach 51% completion; and (B) after the Improvements reach 51% completion, the remaining 50% of the contingency line item may be utilized and allocated for Project Costs actually incurred by Borrower thereafter. Borrower agrees to give Lender prompt written notice of any changes that should be made in the Project Costs or the Forecast so that the Project Budget at all times accurately and realistically represents the sources and uses of funds for the Property. In addition, Lender may notify Borrower that, in Lender's reasonable ’s judgment, changes need to be made in the Project Budget. If, after consultation and consideration of the view of Borrower and supporting documentation, Borrower and Lender do not agree as to what modifications need to be made in the Project Budget, the reasonable determination of Lender shall govern. Lender shall confirm to Borrower the most current approved Project Budget. Borrower shall use the proceeds of the Loan solely for the purpose of paying for the actually incurred Project Costs as set forth in the Project Budget and shall in no event use any of the Loan proceeds for any other purpose.