CAP AND THE
ASSIGNMENT OF INTEREST RATE CAP, BUT IN NO EVENT AS TO ANY MATTERS WITH RESPECT
TO SUCH COUNTERPARTY (OTHER THAN ENFORCEABILITY OF THE INITIAL ADVANCE INTEREST
RATE CAP AGAINST SUCH COUNTERPARTY).
IF BREAKEVEN LEASING HAS BEEN ACHIEVED BY
THE REQUESTED ADVANCE DATE WITH RESPECT TO THE INITIAL ADVANCE (AND THEREFORE
BORROWER SHALL NOT HAVE BEEN REQUIRED TO DELIVER THE INITIAL ADVANCE INTEREST
RATE CAP), BORROWER SHALL HAVE DELIVERED TO AGENT THE FUTURE ADVANCE INTEREST
RATE CAPS AND OTHER ITEMS AS AND TO THE EXTENT REQUIRED BY SECTION 7.20 HEREOF
AS OF THE REQUESTED ADVANCE DATE AS A CONDITION TO ANY SUBSEQUENT ADVANCE;
(8)
APPLICATION FOR PAYMENT.
FROM EACH MAJOR
CONTRACTOR (INCLUDING THE GENERAL CONTRACTOR), A COMPLETED AND ITEMIZED
APPLICATION AND CERTIFICATE FOR PAYMENT IN THE FORM OF AIA DOCUMENT NO. G702
(INCLUDING AIA FORM G703 AS AN ATTACHMENT THERETO), OR SIMILAR FORM REASONABLY
APPROVED BY AGENT, CONTAINING THE REQUIRED CERTIFICATION OF SUCH MAJOR
CONTRACTOR AND BORROWER'S ARCHITECTS, TOGETHER WITH ALL INVOICES RELATING TO ALL
ITEMS OF PROJECT LOAN COSTS COVERED THEREBY AND FURTHER ACCOMPANIED BY A COST
BREAKDOWN SHOWING THE COST OF WORK ON, AND THE COST OF MATERIALS INCORPORATED
INTO, THE PROJECT TO THE DATE OF THE REQUISITION.
THE COST BREAKDOWN SHALL ALSO
SHOW THE PERCENTAGE OF
57
COMPLETION OF EACH LINE ITEM IN THE BUDGETS.
ALL SUCH APPLICATIONS FOR PAYMENT
SHALL ALSO SHOW ALL CONTRACTORS AND SUBCONTRACTORS, INCLUDING MAJOR
SUBCONTRACTORS, BY NAME AND TRADE, THE TOTAL AMOUNT OF EACH CONTRACT AND/OR
SUBCONTRACT, THE AMOUNT THERETOFORE PAID TO EACH CONTRACTOR AND/OR SUBCONTRACTOR
AS OF THE DATE OF SUCH APPLICATION, AND THE AMOUNT TO BE PAID FROM THE PROCEEDS
OF THE ADVANCE TO EACH CONTRACTOR AND/OR SUBCONTRACTOR;
(9)
CHANGES TO BUDGETS.
AN UPDATE OF THE
BUDGETS REFLECTING ALL ACTUAL AND ANTICIPATED COSTS AND IN COMPLIANCE WITH
SECTION 3.02 HEREOF, WHICH UPDATE MUST BE APPROVED BY AGENT, SUCH APPROVAL NOT
TO BE UNREASONABLY WITHHELD OR DELAYED; PROVIDED THAT NOTHING IN THIS
SECTION 4.02(E)(9) SHALL ENTITLE AGENT TO REQUEST, OR SHALL PERMIT AGENT TO
CONDITION ITS CONSENT TO ANY CHANGE(S) IN THE BUDGETS ON (X) AN INCREASE IN ANY
LINE ITEM IN THE BUDGETS FOR TENANT IMPROVEMENTS OR LEASING COMMISSION COSTS
AND/OR (Y) AN INCREASE IN ANY INTEREST LINE ITEM ON ACCOUNT OF ANY DELAY IN
ACHIEVING STABILIZED OCCUPANCY.
THE PROVISO CLAUSE OF THE PRECEDING SENTENCE
SHALL NOT APPLY WITH RESPECT TO ANY ADVANCE MADE ON OR AFTER THE ORIGINAL
MATURITY DATE (AFTER GIVING EFFECT TO ANY EXTENSIONS UNDER SECTION 3.19(B)
HEREOF) IF, AS OF THE ORIGINAL MATURITY DATE, THE RATIO (EXPRESSED AS A
PERCENTAGE) OF THE REMAINING LOAN AMOUNT TO THE APPRAISED VALUE OF THE FC UNITS
IS MORE THAN 70%.
NOTHING IN THIS SECTION 4.02(E)(9) SHALL PROHIBIT AGENT FROM
REASONABLY WITHHOLDING ITS CONSENT TO ANY LINE ITEM DECREASE IN ANY OF THE LINE
ITEMS REFERRED TO IN CLAUSES (X) AND (Y) ABOVE;
(10)
CHANGE ORDERS.
COPIES OF ALL CHANGE ORDERS,
REGARDLESS OF WHETHER THE AMOUNT OF SUCH CHANGE ORDER AND/OR ANY EXTENSION OF
TIME WITH RESPECT