Common use of Purpose; Reallocation; Revenues from Property Clause in Contracts

Purpose; Reallocation; Revenues from Property. The Loan shall be advanced by Lender in accordance with the terms of this Agreement to pay for a portion of the development and construction costs of the improvements on the Property and Project that are described in the Budget (the “Project Costs”), but not, in the aggregate with respect to any line item set forth in the Budget, in excess of the amount of the Loan to be disbursed for such line item, as set forth in the Budget. Where and when applicable, and notwithstanding the prior execution of the Original Loan Agreement and the other Loan Documents, funding of the Loan shall be made subordinate to and coordinated with the disbursements made under (i) any first in priority construction loan (“First Construction Loan”) from a bank or other financial lending institution (“First Lender”) with respect to said Project Costs, and (ii) any second in priority mezzanine or other secondary financing with respect to said Project Costs (“Mezzanine Financing”). In connection with the foregoing, subordination of the Loan to any First Construction Loan and Mezzanine Financing shall be made pursuant to commercially reasonable terms, conditions, and documentation by and among Lender, Borrower, and any First Lender and Second Lender as applicable (the “Subordination Documentation”). Borrower will receive each advance of the Loan in trust for the purpose of paying only those Project Costs for which the advance is made and will utilize the funds advanced for no other purpose. With the prior approval of Lender, any Project Cost savings, actual or estimated, affecting any approved line item within the Budget, other than the interest reserve, may be reallocated by Borrower to any other line item within the Budget. Any disbursement from a contingency reserve as set forth in the Budget shall be subject to the reasonable approval of Lender as to the amount and purpose for which such disbursement will be used. Upon completion of the Improvements and the payment of all Project Costs in connection therewith, any undisbursed Loan Amount proceeds shall be disbursed to Borrower as a Project working capital reserve or to such other Project-related uses and purposes as Lender shall approve in its reasonable discretion.

Purpose; Reallocation; Revenues from Property. The Loan shall be advanced by Lender in accordance with the terms of this Agreement to pay for a portion of those expenses related to the development Loan and construction costs of the improvements on the Property and Project that are described in the Budget (the “Project Costs”)Budget, but not, in the aggregate with respect to any line item set forth in the Budget, in excess of the amount of the Loan to be disbursed for such line item, as set forth in the Budget. Where and when applicable, and notwithstanding the prior execution of the Original Loan Agreement and the other Loan Documents, funding of the Loan shall be made subordinate to and coordinated with the disbursements made under (i) any first in priority construction loan (“First Construction Loan”) from a bank or other financial lending institution (“First Lender”) with respect to said Project Costs, and (ii) any second in priority mezzanine or other secondary financing with respect to said Project Costs (“Mezzanine Financing”). In connection with the foregoing, subordination of the Loan to any First Construction Loan and Mezzanine Financing shall be made pursuant to commercially reasonable terms, conditions, and documentation by and among Lender, Borrower, and any First Lender and Second Lender as applicable (the “Subordination Documentation”). Borrower will receive each advance of the Loan in trust for the purpose of paying only those Project Costs costs for which the advance is made and will utilize the funds advanced for no other purpose. With the prior approval of Lender, any Project Cost cost savings, actual or estimated, affecting any approved line item within the Budget, other than the interest reserve, may be reallocated by Borrower to any other line item within the Budget. Any Lender agrees not to unreasonably withhold or delay any Budget line item reallocation requests from Borrower, with Lender agreeing to use good faith efforts to approve or disapprove any such requested reallocation within ten (10) business days of Borrower’s written request. Upon completion of the Improvements and the payment of all costs in connection therewith, any undisbursed proceeds of the Loan shall be allocated to the interest reserve or to such other line item as Lender shall approve. Each disbursement from a contingency reserve as set forth in the Budget shall be subject to the reasonable approval of by Lender as to the amount and purpose for which such disbursement will be used. Upon completion If and when revenues are derived from the Property in amounts sufficient to pay all or any portion of the Improvements operating expenses of the Property or all or any portion of the interest on the Loan, revenues will be used to pay such expenses and/or interest, and Lender, at its sole option, may restrict or prohibit future disbursements of the payment of all Project Costs in connection therewith, any undisbursed Loan Amount proceeds shall be disbursed for such purposes to Borrower as a Project working capital reserve or the extent that revenues are sufficient to pay such other Project-related uses and purposes as Lender shall approve in its reasonable discretionamounts.

Purpose; Reallocation; Revenues from Property. The Loan shall be advanced by Lender in accordance with the terms of this Agreement to pay for a portion of those expenses related to the development Loan and construction costs of the improvements on the Property and Project that are described in the Budget (the “Project Costs”)Budget, but not, in the aggregate with respect to any line item set forth in the Budget, in excess of the amount of the Loan to be disbursed for such line item, as set forth in the Budget. Where and when applicable, and notwithstanding the prior execution of the Original Loan Agreement and the other Loan Documents, funding of the Loan shall be made subordinate to and coordinated with the disbursements made under (i) any first in priority construction loan (“First Construction Loan”) from a bank or other financial lending institution (“First Lender”) with respect to said Project Costs, and (ii) any second in priority mezzanine or other secondary financing with respect to said Project Costs (“Mezzanine Financing”). In connection with the foregoing, subordination of the Loan to any First Construction Loan and Mezzanine Financing shall be made pursuant to commercially reasonable terms, conditions, and documentation by and among Lender, Borrower, and any First Lender and Second Lender as applicable (the “Subordination Documentation”). Borrower will receive each advance of the Loan in trust for the purpose of paying only those Project Costs costs for which the advance is made and will utilize the funds advanced for no other purpose. With the prior approval of Lender, any Project Cost cost savings, actual or estimated, affecting any approved line item within the Budget, other than the interest reserve, may be reallocated by Borrower to any other line item within the Budget. Any Upon completion of the Improvements and the payment of all costs in connection therewith, any undisbursed proceeds of the Loan shall be allocated to the interest reserve or to such other line item as Lender shall approve. Each disbursement from a contingency reserve as set forth in the Budget shall be subject to the reasonable approval of by Lender as to the amount and purpose for which such disbursement will be used. Upon completion If and when revenues are derived from the Property in amounts sufficient to pay all or any portion of the Improvements operating expenses of the Property or all or any portion of the interest on the Loan, revenues will be used to pay such expenses and/or interest, and Lender, at its sole option, may restrict or prohibit future disbursements of the payment of all Project Costs in connection therewith, any undisbursed Loan Amount proceeds shall be disbursed for such purposes to Borrower as a Project working capital reserve or the extent that revenues are sufficient to pay such other Project-related uses and purposes as Lender shall approve in its reasonable discretionamounts.

Purpose; Reallocation; Revenues from Property. The Loan shall be advanced by Lender in accordance with the terms of this Agreement to pay for a portion of the development and construction costs of the improvements on the Property and Project that are described in the Budget (the “Project Costs”), but not, in the aggregate with respect to any line item set forth in the Budget, in excess of the amount of the Loan to be disbursed for such line item, as set forth in the Budget. Where and when applicable, and notwithstanding the prior execution of the Original Loan Agreement and the other Loan Documents, funding of the Loan shall be made subordinate to and coordinated with the disbursements made under (i) any first in priority construction loan (“First Construction Loan”) from a bank or other financial lending institution (“First Lender”) with respect to said Project Costs, and (ii) any second in priority mezzanine or other secondary financing with respect to DECLARATION OF MXXXXXX XXXXXXXXXX, EXHIBIT B PAGE 128 Case 2:15-cv-01350-JLR Document 357-2 Filed 06/23/16 Page 108 of 208 said Project Costs (“Mezzanine Financing”). In connection with the foregoing, subordination of the Loan to any First Construction Loan and Mezzanine Financing shall be made pursuant to commercially reasonable terms, conditions, and documentation by and among Lender, Borrower, and any First Lender and Second Lender as applicable (the “Subordination Documentation”). Borrower will receive each advance of the Loan in trust for the purpose of paying only those Project Costs for which the advance is made and will utilize the funds advanced for no other purpose. With the prior approval of Lender, any Project Cost savings, actual or estimated, affecting any approved line item within the Budget, other than the interest reserve, may be reallocated by Borrower to any other line item within the Budget. Any disbursement from a contingency reserve as set forth in the Budget shall be subject to the reasonable approval of Lender as to the amount and purpose for which such disbursement will be used. Upon completion of the Improvements and the payment of all Project Costs in connection therewith, any undisbursed Loan Amount proceeds shall be disbursed to Borrower as a Project working capital reserve or to such other Project-related uses and purposes as Lender shall approve in its reasonable discretion.

Purpose; Reallocation; Revenues from Property. The Loan shall be advanced by Lender in accordance with the terms of this Agreement to pay for a portion of those expenses related to the development Loan and construction costs of the improvements on the Property and Project that are described in the Budget (the “Project Costs”)Budget, but not, in the aggregate with respect to any line item set forth in the Budget, in excess of the amount of the Loan to be disbursed for such line item, as set forth in the Budget. Where and when applicable, and notwithstanding the prior execution of the Original Loan Agreement and the other Loan Documents, funding of the Loan shall be made subordinate to and coordinated with the disbursements made under (i) any first in priority construction loan (“First Construction Loan”) from a bank or other financial lending institution (“First Lender”) with respect to said Project Costs, and (ii) any second in priority mezzanine or other secondary financing with respect to said Project Costs (“Mezzanine Financing”). In connection with the foregoing, subordination of the Loan to any First Construction Loan and Mezzanine Financing shall be made pursuant to commercially reasonable terms, conditions, and documentation by and among Lender, Borrower, and any First Lender and Second Lender as applicable (the “Subordination Documentation”). Borrower will receive each advance of the Loan in trust for the purpose of paying only those Project Costs costs for which the advance is made and will utilize the funds advanced for no other purpose. With the prior approval of Lender, any Project Cost cost savings, actual or estimated, affecting any approved line item within the Budget, other than the interest reserve, may be reallocated by Borrower to any other line item within the Budget. Any Upon completion of the Improvements and the payment of all costs in connection therewith, any undisbursed proceeds of the Loan shall be allocated to the interest reserve or to such other line item as Lender shall approve. Each disbursement from a contingency reserve as set forth in the Budget shall be subject to the reasonable approval of by Lender as to the amount and purpose for which such disbursement will be used. Upon completion If and when Available Revenues are sufficient to pay all or any portion of the Improvements interest on the Loan, Borrower shall apply the same to pay such interest in the order hereinafter set forth, and Lender, at its sole option, may restrict or prohibit future disbursements of the payment Loan for such purposes to the extent that Available Revenues are sufficient to pay such amounts. Subject to any applicable limitations set forth in the Note, Borrower shall apply Available Revenues to pay the following items in the following order: (a) Current Interest accrued in respect of all Project Costs the indebtedness evidenced by the Senior Note at the Base Rate, (b) Accumulated Interest accrued in connection therewithrespect of the indebtedness evidenced by the Senior Note at the Base Rate, any undisbursed Loan Amount proceeds shall be disbursed to Borrower as a Project working capital reserve or to such other Project-related uses (c) at Borrower's election, Restricted Payments permitted by Section 5.9(c) of this Agreement, (d) Current Interest accrued in respect of the indebtedness evidenced by the Senior Note at the Spread Rate, (e) Current Interest accrued in respect of the indebtedness evidenced by the Subordinated Note, (f) at Borrower's election, Restricted Payments permitted by Section 5.9(d) of this Agreement, (g) Accumulated Interest accrued in respect of the indebtedness evidenced by the Senior Note at the Spread Rate, and purposes as Lender shall approve (h) Accumulated Interest accrued in its reasonable discretionrespect of the indebtedness evidenced by the Subordinated Note.

Purpose; Reallocation; Revenues from Property. The Loan shall be advanced by the Lender in accordance with the terms of this Agreement to pay for a portion of those expenses related to the development Loan and construction costs of the improvements on the Property and Project that are described in the Budget (the “Project Costs”)Budget, but not, in the aggregate with respect to any line item set forth in the Budget, in excess of the amount of the Loan to be disbursed for such line item, as set forth in the Budget. Where and when applicable, and notwithstanding the prior execution of the Original Loan Agreement and the other Loan Documents, funding of the Loan shall be made subordinate to and coordinated with the disbursements made under (i) any first in priority construction loan (“First Construction Loan”) from a bank or other financial lending institution (“First Lender”) with respect to said Project Costs, and (ii) any second in priority mezzanine or other secondary financing with respect to said Project Costs (“Mezzanine Financing”). In connection with the foregoing, subordination of the Loan to any First Construction Loan and Mezzanine Financing shall be made pursuant to commercially reasonable terms, conditions, and documentation by and among Lender, Borrower, and any First Lender and Second Lender as applicable (the “Subordination Documentation”). The Borrower will receive each advance of the Loan in trust for the purpose of paying only those Project Costs costs for which the advance is made and will utilize the funds advanced for no other purpose. With the prior approval of the Lender, any Project Cost cost savings, actual or estimated, affecting any approved line item within the Budget, other than the interest reserve, may be reallocated by the Borrower to any the contingency reserve or to such other line item within the Budget. Any disbursement from a contingency reserve Budget as set forth in may be reasonably approved by the Budget shall be subject to the reasonable approval of Lender as to the amount and purpose for which such disbursement will be usedLender. Upon completion of the Improvements and the payment of all Project Costs costs in connection therewith, any undisbursed proceeds of the Loan Amount proceeds shall be disbursed to Borrower as a Project working capital reserve or allocated to such other Project-related uses and purposes line item as the Lender shall approve approve. Each request to reallocate funds from the contingency reserve shall be subject to approval by the Lender as to the amount and purpose for which such reallocation of funds will be used; provided, however, that the Borrower shall have the right, in its reasonable discretion, to reallocate up to $500,000 of the contingency reserve, plus the amount of any confirmed cost savings in other line items in the Budget, to pay demonstrated cost overruns in other approved line items within the Budget without the prior written consent of the Lender. If and when revenues are derived from the Property in amounts sufficient to pay all or any portion of the operating expenses of the Property or all or any portion of the interest on the Loan, such revenues will be used to pay such expenses and/or interest, and the Lender, at its sole option, may restrict or prohibit future disbursements of the Loan for the payment of interest and/or such operating expenses to the extent that revenues are sufficient to pay such amounts.