OR ENCUMBERED (EXCEPT FOR PERMITTED LIENS), WHETHER
VOLUNTARILY OR INVOLUNTARILY, OR BY OPERATION OF LAW OR OTHERWISE, WITHOUT
ADMINISTRATIVE AGENT'S PRIOR WRITTEN CONSENT (WHETHER OR NOT THE SUMS OWING
UNDER THE NOTES BECOME DUE AND PAYABLE BY ACCELERATION); OR FROM AND AFTER THE
MATURITY DATE, THEN AT THE OPTION OF REQUISITE LENDERS IN EACH CASE, THE
INTEREST RATE APPLICABLE TO THE THEN OUTSTANDING PRINCIPAL BALANCE OF THE LOAN
SHALL BE THE ALTERNATE RATE.
(F)
SELECTION OF FIXED RATE.
PROVIDED NO DEFAULT EXISTS UNDER THIS
AGREEMENT, BORROWER, AT ITS OPTION AND UPON SATISFACTION OF THE CONDITIONS SET
FORTH HEREIN, MAY REQUEST A FIXED RATE AS THE EFFECTIVE RATE FOR CALCULATING
INTEREST ON THE PORTION OF THE UNPAID PRINCIPAL BALANCE AND FOR THE PERIOD
SELECTED IN ACCORDANCE WITH AND SUBJECT TO THE FOLLOWING PROCEDURES AND
CONDITIONS, PROVIDED, HOWEVER, THAT BORROWER MAY NOT HAVE IN EFFECT AT ANY ONE
TIME MORE THAN TEN (10) FIXED RATES:
16
(I)
BORROWER SHALL DELIVER TO THE DISBURSEMENT AND OPERATIONS CENTER
OF ADMINISTRATIVE AGENT, 2120 EAST PARK PLACE, SUITE 100, EL SEGUNDO,
CALIFORNIA, 90245, ATTENTION EVA LOPEZ, WITH A COPY TO: ADMINISTRATIVE AGENT,
WELLS FARGO REAL ESTATE GROUP, 1357 KAPIOLANI BLVD, SUITE 910, HONOLULU, HI
96814, ATTENTION: GUY CHURCHILL, OR SUCH OTHER ADDRESSES AS ADMINISTRATIVE AGENT
SHALL DESIGNATE, AN ORIGINAL OR FACSIMILE FIXED RATE NOTICE NO LATER THAN 12
NOON (CALIFORNIA TIME), AND NOT LESS THAN THREE (3) NOR MORE THAN FIVE (5)
BUSINESS DAYS PRIOR TO THE PROPOSED FIXED RATE PERIOD FOR EACH FIXED RATE
PORTION.
ANY FIXED RATE NOTICE PURSUANT TO THIS SUBSECTION (I) IS IRREVOCABLE.
Administrative Agent is authorized to rely upon the telephonic request and
acceptance of Fred Rickert, Adele Sumida, Danny Hong, Dan Ligienza or Robert
Webber as Borrower's duly authorized agents, or such additional authorized
agents as Borrower shall designate in writing to Administrative Agent.
Borrower's telephonic notices, requests and acceptances shall be directed to
such officers of Administrative Agent as Administrative Agent may from time to
time designate.
(II)
BORROWER MAY ELECT (A) TO CONVERT VARIABLE RATE ADVANCES TO A
FIXED RATE PORTION, OR (B) TO CONVERT A MATURED FIXED RATE PORTION INTO A NEW
FIXED RATE PORTION, PROVIDED, HOWEVER, THAT THE AGGREGATE AMOUNT OF THE ADVANCE
BEING CONVERTED INTO OR CONTINUED AS A FIXED RATE PORTION SHALL COMPLY WITH THE
DEFINITION THEREOF AS TO DOLLAR AMOUNT.
THE CONVERSION OF A MATURED FIXED RATE
PORTION BACK TO A VARIABLE RATE OR TO A NEW FIXED RATE PORTION SHALL OCCUR ON
THE LAST BUSINESS DAY OF THE FIXED RATE PERIOD RELATING TO SUCH FIXED RATE
PORTION.
EACH FIXED RATE NOTICE SHALL SPECIFY (A) THE AMOUNT OF THE FIXED RATE
PORTION, (B) THE FIXED RATE PERIOD, AND (C) THE FIXED RATE COMMENCEMENT DATE.
(III)
UPON RECEIPT OF A FIXED RATE NOTICE IN THE PROPER FORM REQUESTING
AN ADVANCE CONSTITUTING A FIXED RATE PORTION UNDER SUBSECTIONS (I) AND (II)
ABOVE, ADMINISTRATIVE AGENT SHALL DETERMINE THE FIXED RATE APPLICABLE TO THE
FIXED RATE PERIOD FOR SUCH FIXED RATE PORTION TWO (2) BUSINESS DAYS