THE PROCEEDS OF THE LOAN
TO (I) MAKE AN EQUITY CONTRIBUTION TO THE MORTGAGE BORROWER IN ORDER TO CAUSE
THE MORTGAGE BORROWER TO USE SUCH AMOUNTS FOR ANY USE PERMITTED PURSUANT TO
SECTION 2.1(D) OF THE MORTGAGE LOAN AGREEMENT, (II) PAY COSTS AND EXPENSES
INCURRED IN CONNECTION WITH THE CLOSING OF THE LOAN, AS APPROVED BY LENDER, AND
(III) 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
20
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 SOLE DISCRETION CHANGE THE DAY OF THE MONTH THAT WILL
CONSTITUTE THE SELECTED DAY.
(E)
DEFAULT RATE.
ANY PRINCIPAL OF, AND TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ANY INTEREST ON THE NOTE, AND ANY OTHER SUM
PAYABLE HEREUNDER, WHICH IS NOT PAID WHEN DUE SHALL BEAR INTEREST FROM THE DATE
DUE AND PAYABLE UNTIL PAID, PAYABLE