THIS AGREEMENT THROUGH THE DRAWDOWN TERMINATION DATE.
THE AGGREGATE
AMOUNT OF ALL LOANS REQUESTED IN ANY BORROWING REQUEST MUST BE EQUAL TO THE
LESSER OF (I) AN AMOUNT GREATER THAN OR EQUAL TO $25,000 OR (II) AN AMOUNT EQUAL
TO THE COMMITMENT LESS THE LOAN BALANCE.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY, AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THE BORROWING
REQUEST PURSUANT TO WHICH A LOAN IS REQUESTED, AND AT ALL OTHER TIMES, THE
AGGREGATE UNPAID PRINCIPAL AMOUNT OF ALL LOANS OUTSTANDING SHALL NOT EXCEED THE
LESSER OF (A) THE COLLATERAL VALUE OF THE BORROWING BASE, AND (B) THE
COMMITMENT.
SECTION 2.2
PROMISSORY NOTE; INTEREST ON THE NOTE.
THE OBLIGATION
OF BORROWER TO REPAY THE LOANS MADE BY LENDER, TOGETHER WITH INTEREST ACCRUING
IN CONNECTION THEREWITH, SHALL BE EVIDENCED BY A NOTE PAYABLE TO THE ORDER OF
LENDER.
INTEREST ON THE NOTE SHALL BE DUE AND PAYABLE AS PROVIDED HEREIN AND
THEREIN.
THE ENTIRE LOAN BALANCE AND ALL ACCRUED AND UNPAID INTEREST THEREON
SHALL BE FINALLY DUE AND PAYABLE ON THE DRAWDOWN TERMINATION DATE.
SECTION 2.3
NOTICE AND MANNER OF OBTAINING LOANS.
BORROWER MUST
GIVE WRITTEN NOTICE (WHICH MAY BE SENT BY ELECTRONIC MAIL), OR TELEPHONIC NOTICE
PROMPTLY CONFIRMED IN WRITING, OF EACH REQUEST FOR LOANS.
EACH SUCH WRITTEN
REQUEST OR CONFIRMATION MUST BE MADE IN THE FORM AND SUBSTANCE OF THE "BORROWING
REQUEST" ATTACHED HERETO AS EXHIBIT B, DULY COMPLETED.
EACH SUCH BORROWING
REQUEST MUST:
(A)
SPECIFY THE AGGREGATE AMOUNT OF ANY SUCH BORROWING OF NEW LOANS
AND THE DATE ON WHICH SUCH LOANS ARE TO BE ADVANCED; AND
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(B)
BE RECEIVED BY LENDER NOT LATER THAN 2:00 P.M., CENTRAL TIME, ON
THE DAY ON WHICH ANY SUCH LOANS ARE TO BE MADE.
With each delivery of a Borrowing Request to Lender, Borrower represents and
warrants to Lender the following:
(I)
BORROWER IS ENTITLED TO RECEIVE THE REQUESTED LOAN UNDER THE TERMS
AND CONDITIONS OF THIS AGREEMENT;
(II)
ALL ITEMS WHICH BORROWER IS REQUIRED TO FURNISH TO LENDER PURSUANT
TO THIS AGREEMENT ACCOMPANY THE BORROWING REQUEST (OR, IF WET LOANS, SHALL BE
DELIVERED TO LENDER IN ACCORDANCE WITH THE AGREEMENT);
(III)
ALL MORTGAGE LOANS OFFERED THEREBY CONFORM IN ALL RESPECTS WITH THE
APPLICABLE REQUIREMENTS SET FORTH IN THIS AGREEMENT;
(IV)
NO EVENT OF DEFAULT EXISTS UNDER THIS AGREEMENT OR WOULD RESULT FROM
THE BORROWING OR THE APPLICATION OF THE PROCEEDS THEREFROM;
(V)
NO CHANGE OR EVENT HAS OCCURRED WHICH WITH NOTICE AND/OR THE PASSAGE
OF TIME WOULD CONSTITUTE AN EVENT OF DEFAULT;
(VI)
AFTER GIVING EFFECT TO THE LOAN REQUESTED THEREBY THE LOAN BALANCE
SHALL NOT EXCEED THE LESSER OF (1) THE COLLATERAL VALUE OF THE BORROWING BASE
AND (2) THE COMMITMENT; AND
(VII)
AFTER GIVING EFFECT TO THE LOANS REQUESTED THEREBY, NO APPLICABLE
SUBLIMIT WILL BE EXCEEDED.
Additionally, with each Borrowing Request, Borrower represents and warrants
that, except as permitted under this Agreement, Borrower holds with respect to
each of the Mortgage Notes offered the following:
(I)
UNLESS DELIVERED THEREWITH, THE ORIGINAL FILED COPY OF THE