MATURITY DATE OF EACH NON EXTENDING LENDER SHALL REMAIN THE THEN SCHEDULED
MATURITY DATE.
(C)
ANY EXTENSION OF THE MATURITY DATE SHALL BE SUBJECT TO EACH OF THE
FOLLOWING CONDITIONS PRECEDENT ON THE APPLICABLE EXTENSION DATE:
(I)
AS OF THE DATE OF BORROWER'S DELIVERY OF THE REQUEST TO EXTEND,
AND AS OF THE EXTENSION DATE, NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
AND NO EVENT OR CONDITION WHICH, WITH THE GIVING OF NOTICE OR THE PASSAGE OF
TIME OR BOTH, WOULD CONSTITUTE A DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
AND BORROWER SHALL SO CERTIFY IN WRITING; AND
(II)
BORROWER SHALL EXECUTE OR CAUSE THE EXECUTION OF ALL DOCUMENTS
REASONABLY REQUIRED BY ADMINISTRATIVE AGENT TO EXERCISE THE OPTION TO EXTEND;
AND
(III)
THERE SHALL HAVE OCCURRED NO MATERIAL ADVERSE EFFECT, AS
DETERMINED BY ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION, SINCE THE EFFECTIVE
DATE; AND
(IV)
ON THE EXTENSION DATE, BORROWER SHALL PAY TO ADMINISTRATIVE AGENT
FOR THE RATABLE BENEFIT OF THE LENDERS AN EXTENSION FEE IN THE AMOUNT OF FIFTEEN
ONE-HUNDREDTHS OF ONE PERCENT (0.15 %) OF THE TOTAL COMMITMENT AMOUNT OF THE
LOAN (WHETHER DISBURSED OR UNDISBURSED), AS DETERMINED ON THE EXTENSION DATE;
AND
(V)
AT THE SOLE OPTION OF ADMINISTRATIVE AGENT, AN APPRAISAL
CONFIRMING TO THE SATISFACTION OF THE ADMINISTRATIVE AGENT THAT THE CREDIT LIMIT
(WHETHER DISBURSED OR NOT AND AS REDUCED BY THE COMMITMENTS OF ANY NON-EXTENDING
LENDERS) AS A PERCENTAGE OF THE AS-IS VALUE OF THE PROPERTY DOES NOT EXCEED
FIFTY-FIVE PERCENT (55%) ("LOAN-TO-VALUE PERCENTAGE"), BASED ON AN AS-IS
APPRAISAL VALUE OF THE COMMERCIAL PROPERTY AND THE AS-IS VALUE (AS SUCH TERM IS
USED IN THE INITIAL MAUKA APPRASIAL) OF KAPALUA MAUKA (OR THE PORTION THEREOF
WHICH REMAINS COLLATERAL); PROVIDED, HOWEVER, IN THE EVENT SUCH APPRAISED VALUE
IS NOT ADEQUATE TO MEET THE REQUIRED LOAN-TO-VALUE PERCENTAGE, THEN BORROWER
SHALL PAY DOWN THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN (TO THE EXTENT
NECESSARY) AND THE CREDIT LIMIT SHALL BE PERMANENTLY REDUCED SUCH THAT SAID LOAN
TO-VALUE PERCENTAGE MAY BE MET.
THE VALUATION DATE OF SUCH APPRAISAL SHALL BE
WITHIN THIRTY (30) DAYS OF THE EXTENSION DATE; AND.
(VI)
EXCEPT AS MODIFIED BY THE OPTION TO EXTEND DESCRIBED HEREIN, THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS MODIFIED
AND APPROVED BY THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL REMAIN UNMODIFIED
AND IN FULL FORCE AND EFFECT.
(D)
ON THE MATURITY DATE OF EACH NON-EXTENDING LENDER, THE BORROWER
SHALL REPAY FOR THE ACCOUNT OF THE NON EXTENDING LENDERS AGGREGATE ADVANCES,
ACCRUED BUT UNPAID INTEREST THEREON, AND ANY RELATED FIXED RATE PRICED
ADJUSTMENT TO THE EXTENT NECESSARY TO REDUCE THE AMOUNT OF OUTSTANDING ADVANCES
TO AN AMOUNT WHICH, WHEN ADDED TO THE THEN APPLICABLE INTEREST HOLDBACK, EQUALS
THE AGGREGATE REMAINING COMMITMENTS OF THE EXTENDING LENDERS, WHICH AGGREGATE
REMAINING COMMITMENTS SHALL BE DEEMED THEREAFTER TO BE THE CREDIT LIMIT AND THE
AMOUNT OF THE LOAN.
ADMINISTRATIVE AGENT SHALL PREPARE A REPLACEMENT SCHEDULE
1.1, SHOWING THE MODIFIED COMMITMENTS AND PRO RATA SHARES OF THE EXTENDING
LENDERS.