UNITS REDEMPTION HAS OCCURRED AND (III) THE PRO FORMA DEBT SERVICE COVERAGE
RATIO SHALL BE EQUAL TO OR GREATER THAN 1.30:1.0, AND ANY SUCH ADVANCE SHALL
ONLY BE MADE WITH RESPECT TO THE PORTION OF THE DEVELOPMENT COST THEN PAYABLE
UNDER THE DEVELOPMENT AGREEMENT-ING.
ADVANCES FOR THE "DEVELOPMENT COSTS" LINE
ITEM IN THE NYTC UNITS BUDGET SHALL ONLY BE MADE WHEN, AND TO THE EXTENT THAT,
DEVELOPER IS ENTITLED TO RECEIVE PAYMENTS PURSUANT TO, AND IN ACCORDANCE WITH,
EXHIBIT K OF THE DEVELOPMENT AGREEMENT-NYTC.
ADVANCES SHALL BE MADE TO PAY FC
41ST STREET THE LEASING INCENTIVE FEE (AS DEFINED IN THE FC OPERATING AGREEMENT)
ONLY WHEN, AND TO THE EXTENT THAT, FC 41ST IS ENTITLED TO SUCH FEE UNDER THE
TERMS AND CONDITIONS OF THE FC OPERATING AGREEMENT.
AFTER GIVING EFFECT TO THE
DISTRIBUTION IN THE AMOUNT OF $11,590,343 TO BE MADE ON THE DATE HEREOF, ANY
ADVANCES FOR THE "SITE MANAGEMENT" LINE ITEM IN THE FC UNITS BUDGET SHALL ONLY
BE MADE IN AN AMOUNT NOT MORE THAN THE QUOTIENT OF (X) THE THEN-REMAINING AMOUNT
OF SUCH LINE ITEM, DIVIDED BY (Y) THE THEN-NUMBER OF MONTHS (ROUNDED TO THE
NEAREST WHOLE NUMBER) REMAINING UNTIL FINAL COMPLETION, BASED ON THE
THEN-CURRENT CONSTRUCTION SCHEDULE.
SUBJECT TO THE FULFILLMENT OF ALL
CONDITIONS PRECEDENT TO THE MAKING OF AN ADVANCE, AND PROVIDED THAT NYTC MEMBER
SHALL HAVE MADE AN ADDITIONAL EQUITY CONTRIBUTION IN THE AMOUNT OF
$11,649,593.00, FROM AND AFTER THE COMPLETION DATE, ADVANCES MAY BE REQUESTED BY
FC
37
MEMBER FOR THE AMOUNT OF THE TRUE-UP PAYMENT PROVIDED FOR IN SECTION 3.01(C) OF
THE OPERATING AGREEMENT.
FROM AND AFTER THE INITIAL CONSTRUCTION ADVANCE,
ADVANCES MAY BE REQUESTED IN THE AMOUNT OF THE "OVERBUDGETED" PORTION OF ANY
LINE ITEM IN THE NYTC UNITS BUDGET PURSUANT TO CLAUSE (A), (B) OR (C) OF THE
FIRST SENTENCE OF SECTION 7.11(D) (AND THE PROCEEDS OF ALL SUCH ADVANCES SHALL
BE DISBURSED TO NYTC MEMBER OR ITS DESIGNEE) SUBJECT, HOWEVER, TO FULFILLMENT OF
ALL CONDITIONS PRECEDENT TO THE MAKING OF AN ADVANCE AND SECTION 7.35(B) HEREOF.
(E)
ALL SUMS ADVANCED BY LENDERS PURSUANT TO
ANY PROVISION OF ANY PROJECT LOAN DOCUMENT, EXCEPT SO-CALLED "PROTECTIVE
ADVANCES" PURSUANT TO ANY REMEDIAL PROVISION OF ANY PROJECT LOAN DOCUMENT,
INSURANCE OR CONDEMNATION PROCEEDS, FUNDS IN THE COMPLETION DEPOSIT OR OTHER
FUNDS (OTHER THAN FUNDS FROM LENDERS) ON DEPOSIT OR ESCROWED WITH AGENT PURSUANT
TO THE PROVISIONS HEREOF, SHALL BE DEEMED ADVANCES OF THE PROJECT LOAN.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT, NO ADVANCE SHALL BE MADE
HEREUNDER OR UNDER THE BUILDING LOAN AGREEMENT FOR COSTS SHOWN IN THE FC UNITS
BUDGET OR FOR COSTS SHOWN IN THE NYTC UNITS BUDGET (I) IF SUCH ADVANCE WOULD
CAUSE THE AGGREGATE AMOUNTS OF ALL ADVANCES HEREUNDER AND UNDER THE BUILDING
LOAN AGREEMENT WITH RESPECT TO SUCH BUDGET TO EXCEED THE APPLICABLE MAXIMUM
AMOUNT OR (II) IF SUCH ADVANCE WOULD CAUSE THE AGGREGATE AMOUNT OF ALL ADVANCES
HEREUNDER TO EXCEED THE PROJECT LOAN AMOUNT OR THE