Addition Escrow Account and the amount
sufficient to complete construction of the Project Addition, in Lender's
reasonable discretion, and (ii) the Retainage.
Warranty Deed shall mean that certain Warranty Deed dated as of the date hereof
from BCA to Borrower evidencing the fee conveyance of the Improvements to
Borrower.
Working Capital Escrow Account shall mean that certain escrow account
established on behalf of Borrower with Lender whereby Borrower shall deposit
funds in the amount of $5,500,000.
Working Capital Escrow Account Agreement shall mean that certain Working Capital
Escrow Account Agreement and Pledge dated as of the Effective Date by and
between Borrower and Lender.
1.2
ACCOUNTING TERMS.
ALL ACCOUNTING TERMS NOT SPECIFICALLY
DEFINED HEREIN SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP CONSISTENT WITH THAT
APPLIED IN PREPARATION OF THE FINANCIAL STATEMENTS REFERRED TO IN THIS
AGREEMENT, AND ALL FINANCIAL DATA PURSUANT TO THE AGREEMENT SHALL BE PREPARED IN
ACCORDANCE WITH SUCH PRINCIPLES.
1.3
COMPUTATION OF TIME.
IN THIS AGREEMENT, IN THE
COMPUTATION OF A PERIOD OF TIME FROM A SPECIFIED DATE TO A LATER SPECIFIED DATE,
THE WORD "FROM" MEANS "FROM AND INCLUDING" AND THE WORD "TO" MEANS "TO BUT
EXCLUDING".
SECTION 2.
THE LOANS
2.1
CONSTRUCTION/TERM LOAN.
(A)
LOAN AMOUNT.
ON THE BASIS OF THE
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER CONTAINED HEREIN AND
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE OTHER LOAN
DOCUMENTS, LENDER AGREES TO MAKE A CONSTRUCTION/TERM LOAN TO BORROWER IN THE
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AGGREGATE MAXIMUM AMOUNT OF TWENTY-FOUR MILLION SIX HUNDRED FIFTY THOUSAND AND
00/100 DOLLARS ($24,650,000), OR SO MUCH THEREOF AS MAY BE ADVANCED AT THE TIMES
AND IN THE MANNER HEREINAFTER SET FORTH, FOR THE PURPOSE OF FINANCING THE
BORROWER'S ACQUISITION OF ASSETS OF BCA PURSUANT TO THE ASSET PURCHASE AGREEMENT
AND FINANCING THE DEVELOPMENT OF THE PROJECT AT THE PROPERTY.
ALL ADVANCES OF
THE CONSTRUCTION/TERM LOAN SHALL BE EVIDENCED BY, AND SUBJECT TO THE TERMS OF,
THE CONSTRUCTION/TERM LOAN NOTE.
LENDER SHALL NOT BE OBLIGATED TO MAKE ANY
ADVANCES OF THE CONSTRUCTION/TERM LOAN NOTE SUBSEQUENT TO DECEMBER 31, 2008.
(B)
CONSTRUCTION/TERM LOAN DISBURSEMENT.
THE
CONSTRUCTION/TERM LOAN SHALL BE DISBURSED AS FOLLOWS:
(I)
FOLLOWING THE SATISFACTION OF ALL OF THE
CONDITIONS PRECEDENT SET FORTH IN SECTIONS 5.1, 5.2 AND 5.4 HEREOF LENDER SHALL
MAKE THE INITIAL CONSTRUCTION/TERM LOAN DISBURSEMENT.
(II)
FOLLOWING THE INITIAL CONSTRUCTION/TERM
LOAN DISBURSEMENT AND SUBJECT TO THE PROVISIONS OF THE LOAN DOCUMENTS
(INCLUDING, WITHOUT LIMITATION, SATISFACTION OF ALL OF THE CONDITIONS PRECEDENT
SET FORTH IN SECTIONS 5.2 AND 5.4 OF THIS AGREEMENT), DISBURSEMENT SHALL BE MADE
NOT MORE OFTEN THAN ONCE EACH CALENDAR MONTH IN AN AMOUNT NOT TO EXCEED THE
AGGREGATE VERIFIED PROJECT COSTS INCURRED DURING THE PRECEDING DRAW PERIOD;
PROVIDED, HOWEVER THAT EACH INDIVIDUAL LINE ITEM OF SUCH VERIFIED PROJECT COSTS,
ALONG WITH ALL VERIFIED PROJECT COSTS FOR SUCH ITEM PREVIOUSLY INCURRED, SHALL
NOT EXCEED THE PERCENTAGE OF COMPLETION FOR SUCH ITEM (AS DETERMINED BY LENDER
OR THE INSPECTING ENGINEER) MULTIPLIED BY THE CORRESPONDING LINE ITEM SET FORTH
IN THE BUDGET.
(c)
Use