Loans Shortfall. The Lender shall be obligated to make Loans only at such times as the Loans are “in balance.” The Loans shall be deemed “in balance” only at such times as the sum of (i) the Commitment minus the Aggregate Loans, plus (ii) any unfunded portion of the Equity Requirement, are sufficient, as determined by the Lender in its good faith sole discretion, in the aggregate and individually as to each Line Item category in the Budget (taking into account any Contingency or Line Item savings that the Borrower is allowed to reallocate in accordance with this Agreement), to pay all costs of completing the Project and to pay all other Project Costs set forth in the Budget through the completion of Construction of the Project. For the purposes of determining whether or not the Loans are “in balance” as provided herein, any funds allocated to the Contingency and not previously reallocated shall only be reallocated if and as may be elected by the Lender in its sole discretion. In the event that the Lender determines, in its reasonable discretion following consultation with the Borrower, that funds available from cost savings and the Contingency are not sufficient to restore the Loan to “in balance” as provided herein, (i) the Lender shall not be obligated to make any Loans hereunder, and (ii) the Borrower shall, within five (5) Business Days after written notice from the Lender, deposit or cause to be deposited with the Lender, immediately available funds sufficient to bring the Loans “in balance” (such funds, the “Shortfall Funds”), as determined by the Lender in its good faith sole discretion. The determination as to whether or not the Loans are “in balance” as required by this Section may be made by the Lender at any time, including with each request for a Loan. The Shortfall Funds shall be deposited into an interest-bearing account with the Lender, shall be pledged to the Lender as additional collateral for the Loans, shall be disbursed on the same terms and conditions as funds are disbursed from the Loan proceeds and shall be disbursed prior to any further disbursement of funds from the Loan proceeds. Within five (5) Business Days after the Lender’s request, (i) the Borrower shall execute and deliver to the Lender such documents, in form reasonably acceptable to the Lender, as are reasonably requested by the Lender in connection with the deposit of the Shortfall Funds, including a pledge agreement, and (ii) the Borrower shall reimburse the Lender for the reasonable cos...
