Common use of Funding Amount Clause in Contracts

Funding Amount. The parties hereto acknowledge and agree that each Borrower’s Requisition (to Administrative Agent and Mezzanine Administrative Agent) shall be in the aggregate amount of the costs of Capital Expenditures Work and TI/LC Costs (collectively the “Approved Costs”) being paid by Borrower. The parties further acknowledge and agree as follows with respect to such Approved Costs: (i) the portion of Approved Costs each Lender is required to fund as a Future Advance pursuant to this Section 2.6 is such Lender’s Pro Rata Share of the Lender’s Percentage of such Approved Costs, (ii) the portion thereof that each Lender is required to fund as a Future Advance (as defined in the Building Loan Agreement) pursuant to Section 2.6 thereof is such Lender’s Pro Rata Share of the Percentage of the Approved Costs and (iii) the portion thereof that Mezzanine Lender is required to fund as a Future Advance (as defined in the Mezzanine Loan Agreement) pursuant to Section 2.6 thereof is the Mezzanine Lender’s Percentage of the Approved Costs. For avoidance of doubt and by way of example only, in the event of a Borrower’s Requisition in which the Approved Costs are $1,000,000.00 and all conditions in this Agreement, the Building Loan Agreement and Mezzanine Loan Agreement have been satisfied, then (A) the maximum aggregate amount of the Future Advance to be made by Lenders hereunder (together with “Future Advance”, if any, under the Building Loan Agreement) shall be $750,000.00 and (B) the maximum amount of the Future Advance to be made by the Mezzanine Lender shall be $250,000.00. Borrower shall also be obligated to fund any cost overruns or other amount which needs to be expended in order to enable Borrower to satisfy its obligation under Section 2.6.3 hereof to complete construction of Capital Expenditures Work and Tenant Improvement Work. At any time and from time to time during the term of the Loan, with respect to the aggregate Capital Expenditures Work and Tenant Improvement Work, if Administrative Agent determines in its reasonable discretion that the estimated costs and expenses required to complete and pay for such aggregate Capital Expenditures Work and Tenant Improvement Work exceeds the sum of (a) the projected cost reflected on any approved budgets for such work and (b) the remaining unadvanced amounts available to be advanced under the Loan, the Building Loan and the Mezzanine Loan for the applicable costs, Administrative Agent shall have the right (but not the obligation) to notify Borrower in writing that, the cost of completing such Capital Expenditures Work and Tenant Improvement Work exceeds the approved budgets (the amount of any such deficiency, being herein referred to as the “Shortfall”). If Administrative Agent at any time shall deliver any such notice to Borrower, Borrower shall within ten (10) Business Days of delivery thereof, deposit with Administrative Agent, for the benefit of Lenders an amount equal to such Shortfall. For the avoidance of doubt, a Shortfall may exist whether or not Administrative Agent delivers a notice to Borrower; provided, that Borrower’s obligation to make a deposit with Administrative Agent is conditioned on Administrative Agent sending a notice pursuant to the terms of this Section. Administrative Agent shall have no obligation to make further Future Advances until the sums required to be deposited with Administrative Agent have been exhausted and, in any such case, the Loan is back “in balance.” Any such sums not used as provided shall be released to Borrower when and to the extent that Administrative Agent determines that a Shortfall does not exist, provided, however, that should an Event of Default occur, Administrative Agent, in its sole discretion, may apply such amounts either to the remaining costs and expenses to complete the Capital Expenditures Work or Tenant Improvement Work or to the immediate payment of any obligations of Borrower with respect to the Debt.

Funding Amount. The parties hereto acknowledge and agree that each Borrower’s Requisition (to Administrative Agent and Mezzanine Administrative Agent) shall be in the aggregate amount of the costs of Capital Expenditures Work and TI/LC Costs (collectively the “Approved Costs”) being paid by Borrower. The parties further acknowledge and agree as follows with respect to such Approved Costs: (i) the portion of Approved Costs each Lender is required to fund as a Future Advance pursuant to this Section 2.6 is such Lender’s Pro Rata Share of the Lender’s Percentage of such Approved Costs, (ii) the portion thereof that each Lender is required to fund as a Future Advance (as defined in the Building Senior Loan Agreement) pursuant to Section 2.6 thereof is such Lender’s Pro Rata Share of the Percentage of the Approved Costs and (iii) the portion thereof that Mezzanine Lender is required to fund as a Future Advance (as defined in the Mezzanine Loan Agreement) pursuant to Section 2.6 thereof is the Mezzanine Lender’s Percentage of the Approved Costs. For avoidance of doubt and by way of example only, in the event of a Borrower’s Requisition in which the Approved Costs are $1,000,000.00 and all conditions in this Agreement, the Building Senior Loan Agreement and Mezzanine Loan Agreement have been satisfied, then (A) the maximum aggregate amount of the Future Advance to be made by Lenders hereunder (together with “Future Advance”, if any, under the Building Senior Loan Agreement) shall be $750,000.00 50,550,000.00 and (B) the maximum amount of the Future Advance to be made by the Mezzanine Lender shall be $250,000.0016,850,000.00. Borrower shall also be obligated to fund any cost overruns or other amount which needs to be expended in order to enable Borrower to satisfy its obligation under Section 2.6.3 hereof to complete construction of Capital Expenditures Work and Tenant Improvement Work. At any time and from time to time during the term of the Loan, with respect to the aggregate Capital Expenditures Work and Tenant Improvement Work, if Administrative Agent determines in its reasonable discretion that the estimated costs and expenses required to complete and pay for such aggregate Capital Expenditures Work and Tenant Improvement Work exceeds the sum of (a) the projected cost reflected on any approved budgets for such work and (b) the remaining unadvanced amounts available to be advanced under the Loan, the Building Senior Loan and the Mezzanine Loan for the applicable costs, Administrative Agent shall have the right (but not the obligation) to notify Borrower in writing that, the cost of completing such Capital Expenditures Work and Tenant Improvement Work exceeds the approved budgets (the amount of any such deficiency, being herein referred to as the “Shortfall”). If Administrative Agent at any time shall deliver any such notice to Borrower, Borrower shall within ten (10) Business Days of delivery thereof, deposit with Administrative Agent, for the benefit of Lenders an amount equal to such Shortfall. For the avoidance of doubt, a Shortfall may exist whether or not Administrative Agent delivers a notice to Borrower; provided, that Borrower’s obligation to make a deposit with Administrative Agent is conditioned on Administrative Agent sending a notice pursuant to the terms of this Section. Administrative Agent shall have no obligation to make further Future Advances until the sums required to be deposited with Administrative Agent have been exhausted and, in any such case, the Loan is back “in balance.” Any such sums not used as provided shall be released to Borrower when and to the extent that Administrative Agent determines that a Shortfall does not exist, provided, however, that should an Event of Default occur, Administrative Agent, in its sole discretion, may apply such amounts either to the remaining costs and expenses to complete the Capital Expenditures Work or Tenant Improvement Work or to the immediate payment of any obligations of Borrower with respect to the Debt.

Funding Amount. The parties hereto acknowledge Original Senior Loan and agree that each Borrower’s Requisition the Original Building Loan have been fully advanced by the Lenders and the Lenders (to Administrative Agent and Mezzanine Administrative Agentother than PBB) shall have no further obligation to make their Pro Rata Shares of any Future Advance. In connection with the Aggregate Supplemental Loan, PBB shall not be obligated to fund, in the aggregate aggregate, an amount greater than the amount of the costs of Capital Expenditures Work Original Supplemental Loan and TI/LC Costs (collectively the “Approved Costs”) being paid by Borrower. The parties further acknowledge and agree as follows with respect to such Approved Costs: (i) the portion of Approved Costs each Lender is required to fund as a Future Advance pursuant to this Section 2.6 is such Lender’s Pro Rata Share of the Lender’s Percentage of such Approved Costs, (ii) the portion thereof that each Lender is required to fund as a Future Advance (as defined in the Building Supplemental Loan Agreement) pursuant to Section 2.6 thereof is such Lender’s Pro Rata Share of the Percentage of the Approved Costs and (iii) the portion thereof that Mezzanine Lender is required to fund as a Future Advance (as defined in the Mezzanine Loan Agreement) pursuant to Section 2.6 thereof is the Mezzanine Lender’s Percentage of the Approved Costs. For avoidance of doubt and by way of example only, in the event of a Borrower’s Requisition in which the Approved Costs are $1,000,000.00 and all conditions in this Agreement, the Building Loan Agreement and Mezzanine Loan Agreement have been satisfied, then (A) the maximum aggregate amount of the Future Advance to be made by Lenders hereunder (together with “Future Advance”, if any, under the Building Loan Agreement) shall be $750,000.00 and (B) the maximum amount of the Future Advance to be made by the Mezzanine Lender shall be $250,000.00Upsize Amount. Borrower shall also be obligated to fund any cost overruns or other amount which needs to be expended in order to enable Borrower to satisfy its obligation under Section 2.6.3 hereof to complete construction of Tenant Improvement Work and Capital Expenditures Work and Tenant Improvement Work. At any time -64- and from time to time during the term of the Loan, with respect to the aggregate Tenant Improvement Work and Capital Expenditures Work and Tenant Improvement Work, if Administrative Agent determines in its reasonable discretion that the estimated costs and expenses required to complete and pay for such aggregate Tenant Improvement Work and Capital Expenditures Work and Tenant Improvement Work exceeds the sum of (a) the projected cost reflected on any approved budgets for such work and (b) the remaining unadvanced amounts available to be advanced under the Loan, the Building Loan and the Mezzanine Aggregate Supplemental Loan for the applicable costs, Administrative Agent shall have the right (but not the obligation) to notify Borrower in writing that, the cost of completing such the aggregate Tenant Improvement Work and Capital Expenditures Work and Tenant Improvement Work exceeds the approved budgets (the amount of any such deficiency, being herein referred to as the “Shortfall”). If Administrative Agent at any time shall deliver any such notice to Borrower, Borrower shall within ten (10) Business Days of delivery thereof, deposit with Administrative Agent, for the benefit of Lenders an amount equal to such Shortfall. For the avoidance of doubt, a Shortfall may exist whether or not Administrative Agent delivers a notice to BorrowerXxxxxxxx; provided, that BorrowerXxxxxxxx’s obligation to make a deposit with Administrative Agent is conditioned on Administrative Agent sending a notice pursuant to the terms of this Section. Administrative Agent shall have no obligation to make further Future Advances until the sums required to be deposited with Administrative Agent have been exhausted and, in any such case, the Loan is back “in balance.” Any such sums not used as provided shall be released to Borrower when and to the extent that Administrative Agent determines that a Shortfall does not exist, provided, however, that should an Event of Default occur, Administrative Agent, in its sole discretion, may apply such amounts either to the remaining costs and expenses to complete the Capital Expenditures Work or Tenant Improvement Work or to the immediate payment of any obligations of Borrower with respect to the Debt.. 2.6.5

Funding Amount. The parties hereto acknowledge and agree that each Borrower’s Requisition (to Administrative Agent and Mezzanine Administrative Agent) shall be in the aggregate amount of the costs of Capital Expenditures Work and TI/LC Costs (collectively the “Approved Costs”) being paid by Borrower. The parties further acknowledge and agree as follows with respect to such Approved Costs: (i) the portion of Approved Costs each Lender is required to fund as a Future Advance pursuant to this Section 2.6 is such Lender’s Pro Rata Share of the Lender’s Percentage of such Approved Costs, (ii) the portion thereof that each Lender is required to fund as a Future Advance (as defined in the Building Loan Agreement) pursuant to Section 2.6 thereof is such Lender’s Pro Rata Share of the Percentage of the Approved Costs and (iii) the portion thereof that Mezzanine Lender is required to fund as a Future Advance (as defined in the Mezzanine Loan Agreement) pursuant to Section 2.6 thereof is the Mezzanine Lender’s Percentage of the Approved Costs. For avoidance of doubt and by way of example only, in the event of a Borrower’s Requisition in which the Approved Costs are $1,000,000.00 and all conditions in this Agreement, the Building Loan Agreement and Mezzanine Loan Agreement have been satisfied, then (A) the maximum aggregate amount of the Future Advance to be made by Lenders hereunder (together with “Future Advance”, if any, under the Building Loan Agreement) shall be $750,000.00 and (B) the maximum amount of the Future Advance to be made by the Mezzanine Lender shall be $250,000.00. Borrower shall also be obligated to fund any cost overruns or other amount which needs to be expended in order to enable Borrower to satisfy its obligation under Section 2.6.3 hereof to complete construction of Tenant Improvement Work and Capital Expenditures Work and Tenant Improvement Work. At any time and from time to time during the term of the Loan, with respect to the aggregate Tenant Improvement Work and Capital Expenditures Work and Tenant Improvement Work, if Administrative Agent determines in its reasonable discretion that the estimated costs and expenses required to complete and pay for such aggregate Tenant Improvement Work and Capital Expenditures Work and Tenant Improvement Work exceeds the sum of (a) the projected cost reflected on any approved budgets for such work and (b) the remaining unadvanced amounts available to be advanced under the Loan, the Building Loan and the Mezzanine Loan for the applicable costs, Administrative Agent shall have the right (but not the obligation) to notify Borrower in writing that, the cost of completing such the aggregate Tenant Improvement Work and Capital Expenditures Work and Tenant Improvement Work exceeds the approved budgets (the amount of any such deficiency, being herein referred to as the “Shortfall”). If Administrative Agent at any time shall deliver any such notice to Borrower, Borrower shall within ten (10) Business Days of delivery thereof, deposit with Administrative Agent, for the benefit of Lenders an amount equal to such Shortfall. For the avoidance of doubt, a Shortfall may exist whether or not Administrative Agent delivers a notice to BorrowerXxxxxxxx; provided, that BorrowerXxxxxxxx’s obligation to make a deposit with Administrative Agent is conditioned on Administrative Agent sending a notice pursuant to the terms of this Section. Administrative Agent shall have no obligation to make further Future Advances until the sums required to be deposited with Administrative Agent have been exhausted and, in any such case, the Loan is back “in balance.” Any such sums not used as provided shall be released to Borrower when and to the extent that Administrative Agent determines that a Shortfall does not exist, provided, however, that should an Event of Default occur, Administrative Agent, in its sole discretion, may apply such amounts either to the remaining costs and expenses to complete the Capital Expenditures Work or Tenant Improvement Work or to the immediate payment of any obligations of Borrower with respect to the Debt.. 2.6.5

Funding Amount. The parties hereto acknowledge and agree that each Borrower’s Requisition (to Administrative Agent and Mezzanine Mortgage Administrative Agent) shall be in the aggregate amount of the costs of Capital Expenditures Work and TI/LC Costs (collectively the “Approved Costs”) being paid by Mortgage Borrower. The parties further acknowledge and agree as follows with respect to such Approved Costs: (i) the portion of Approved Costs each Lender is required to fund as a Future Advance pursuant to this Section 2.6 is such Lender’s Pro Rata Share of the Lender’s Percentage of such Approved Costs, (ii) the portion thereof that each Mortgage Lender is required to fund as a Future Advance (as defined in the Building Loan Agreement) pursuant to Section 2.6 thereof of the Building Loan Agreement is such Mortgage Lender’s Pro Rata Share of the Percentage of the Approved Costs and (iii) the portion thereof that Mezzanine Mortgage Lender is required to fund as a Future Advance (as defined in the Mezzanine Senior Loan Agreement) pursuant to Section 2.6 thereof of the Senior Loan Agreement is the Mezzanine such Mortgage Lender’s Percentage of the Approved Costs. For avoidance of doubt and by way of example only, in the event of a Borrower’s Requisition in which the Approved Costs are $1,000,000.00 and all conditions in this Agreement, the Building Loan Agreement and Mezzanine Mortgage Loan Agreement have been satisfied, then (A) the maximum aggregate amount of the Future Advance to be made by Lenders hereunder (together with “Future Advance”, if any, under as defined in each of the Senior Loan Agreement and Building Loan Agreement) shall be $750,000.00 and (B) the maximum amount of the Future Advance to be made by the Mezzanine Lender Lenders shall be $250,000.00. Borrower shall also be obligated to fund any cost overruns or other amount which needs to be expended in order to enable Borrower to satisfy its obligation under Section 2.6.3 hereof to complete construction of Capital Expenditures Work and Tenant Improvement Work. At any time and from time to time during the term of the Loan, with respect to the aggregate Capital Expenditures Work and Tenant Improvement Work, if Administrative Agent determines in its reasonable discretion that the estimated costs and expenses required to complete and pay for such aggregate Capital Expenditures Work and Tenant Improvement Work exceeds the sum of (a) the projected cost reflected on any approved budgets for such work and (b) the remaining unadvanced amounts available to be advanced under the Loan, the Building Loan and the Mezzanine Mortgage Loan for the applicable costs, Administrative Agent shall have the right (but not the obligation) to notify Borrower in writing that, the cost of completing such Capital Expenditures Work and Tenant Improvement Work exceeds the approved budgets (the amount of any such deficiency, being herein referred to as the “Shortfall”). If Administrative Agent at any time shall deliver any such notice to Borrower, Borrower shall within ten (10) Business Days of delivery thereof, deposit with Mortgage Administrative Agent (with evidence of the same to Administrative Agent, for the benefit of Lenders ) an amount equal to such Shortfall. For the avoidance of doubt, a Shortfall may exist whether or not Administrative Agent delivers a notice to Borrower; provided, that Mortgage Borrower’s obligation to make a deposit with Administrative Agent is conditioned on Administrative Agent sending a notice pursuant to the terms of this Section. Administrative Agent shall have no obligation to make further Future Advances until the sums required to be deposited with Mortgage Administrative Agent have been exhausted and, in any such case, the Loan is back “in balance.” Any such sums not used as provided shall be released to Borrower when and to the extent that Administrative Agent determines that a Shortfall does not exist, provided, however, that should an Event of Default occur, Administrative Agent, in its sole discretion, may apply such amounts either to the remaining costs and expenses to complete the Capital Expenditures Work or Tenant Improvement Work or to the immediate payment of any obligations of Borrower with respect to the Debt.”