DATE.
24
(B)
BORROWER MAY REQUEST AND RECEIVE ONLY ONE BORROWING IN RESPECT OF
THE LOAN AND ANY AMOUNT BORROWED AND REPAID IN RESPECT OF THE LOAN MAY NOT BE
REBORROWED.
(C)
THE LOAN SHALL BE EVIDENCED BY THE NOTE AND SECURED BY THE
MORTGAGES AND THE OTHER LOAN DOCUMENTS.
(D)
BORROWER SHALL USE THE PROCEEDS OF THE LOAN TO (I) PAY CERTAIN
COSTS IN CONNECTION WITH THE FINANCING OF THE PROPERTIES, (II) MAKE DEPOSITS
INTO THE RESERVE FUNDS ON THE CLOSING DATE IN THE AMOUNTS PROVIDED HEREIN, (III)
PAY COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE CLOSING OF THE LOAN, AS
APPROVED BY LENDER, (IV) FUND ANY WORKING CAPITAL REQUIREMENTS OF THE
PROPERTIES, AND (V) DISTRIBUTE THE BALANCE, IF ANY, TO ITS PARTNERS.
Section 2.2.
INTEREST RATE
(A)
NOTE RATE.
THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN SHALL
BEAR INTEREST AT THE NOTE RATE.
EXCEPT AS OTHERWISE SET FORTH IN THIS
AGREEMENT, INTEREST SHALL BE PAID IN ARREARS.
(B)
UNAVAILABILITY OF LIBOR RATE.
IN THE EVENT THAT LENDER SHALL HAVE
DETERMINED (WHICH DETERMINATION SHALL BE CONCLUSIVE AND BINDING UPON BORROWER
ABSENT MANIFEST ERROR) THAT BY REASON OF CIRCUMSTANCES AFFECTING THE INTERBANK
EURODOLLAR MARKET, ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING
THE LIBOR RATE, THEN LENDER SHALL FORTHWITH GIVE NOTICE BY TELEPHONE OF SUCH
DETERMINATION, CONFIRMED IN WRITING, TO BORROWER AT LEAST ONE (1) BUSINESS DAY
PRIOR TO THE LAST DAY OF THE RELATED INTEREST PERIOD. IF SUCH NOTICE IS GIVEN,
THE NOTE RATE, COMMENCING WITH THE FIRST (1ST) DAY OF THE NEXT SUCCEEDING
INTEREST PERIOD, SHALL BE THE LIBOR RATE IN EFFECT FOR THE MOST RECENT INTEREST
PERIOD (THE "STATIC LIBOR RATE").
If, pursuant to the terms of this Agreement, the Loan has been converted to the
Static LIBOR Rate and Lender shall determine (which determination shall be
conclusive and binding upon Borrower absent manifest error) that the event(s) or
circumstance(s) which resulted in such conversion shall no longer be applicable,
Lender shall give notice thereof to Borrower, and the Static LIBOR Rate shall
convert to the LIBOR Rate effective on the first day of the next succeeding
Interest Period. Notwithstanding any provision of this Agreement to the
contrary, in no event shall Borrower have the right to elect to convert from the
LIBOR Rate to the Static LIBOR Rate.
(C)
COMPUTATIONS AND DETERMINATIONS.
ALL INTEREST SHALL BE COMPUTED
ON THE BASIS OF A YEAR OF 360 DAYS AND PAID FOR THE ACTUAL NUMBER OF DAYS
ELAPSED DURING AN INTEREST PERIOD.
LENDER SHALL DETERMINE EACH INTEREST RATE
APPLICABLE TO THE DEBT IN ACCORDANCE WITH THIS AGREEMENT AND ITS DETERMINATION
THEREOF SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
THE BOOKS AND
RECORDS OF LENDER SHALL BE PRIMA FACIE EVIDENCE OF ALL SUMS OWING TO LENDER FROM
TIME TO TIME UNDER THIS AGREEMENT, BUT THE FAILURE TO RECORD ANY SUCH
INFORMATION SHALL NOT LIMIT OR AFFECT THE OBLIGATIONS OF BORROWER UNDER THE LOAN
DOCUMENTS.
(D)
SELECTED DAY.
PRIOR TO A SECURITIZATION, LENDER MAY IN ITS