AGREEMENT AND THE
OTHER LOAN DOCUMENTS, 2007 EXPANSION LOANS FROM TIME TO TIME IN AMOUNTS UP TO
THE 2007 EXPANSION LOAN COMMITMENT AMOUNT. THE AGGREGATE PRINCIPAL AMOUNT
OUTSTANDING UNDER THE 2007 EXPANSION FACILITY MAY NOT EXCEED THE 2007 EXPANSION
LOAN COMMITMENT AMOUNT AT ANY TIME. BORROWER MAY NOT BORROW DURING THE
CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT.
5.
PROCEDURE FOR ADVANCES, LOAN
REQUIREMENTS.
(A)
DRAW REQUEST. DURING THE FUNDING PERIOD,
BORROWER MAY FROM TIME TO TIME REQUEST AN ADVANCE BY PROVIDING LENDER WRITTEN
NOTICE SUBSTANTIALLY IN THE FORM OF EXHIBIT 3B ATTACHED HERETO (A "DRAW
REQUEST"). THE AMOUNT REQUESTED IN ANY DRAW REQUEST MUST BE AT LEAST $100,000.
EACH DRAW REQUEST WILL BE IRREVOCABLE AND MUST BE RECEIVED BY LENDER NO LATER
THAN 11:00 A.M. (FARGO, NORTH DAKOTA TIME) FIVE BUSINESS DAYS PRIOR TO THE
REQUESTED FUNDING DATE (WHICH MUST BE A BUSINESS DAY). EACH DRAW REQUEST WILL
CONSTITUTE A CERTIFICATION, REPRESENTATION AND WARRANTY THAT THE CONDITIONS
PRECEDENT FOR AN ADVANCE UNDER THE MASTER AGREEMENT AND THE DISBURSING AGREEMENT
HAVE BEEN SATISFIED AND THAT NO
5
MATERIAL CONTRACT HAS BEEN ENTERED INTO OTHER THAN THOSE WHICH ARE SUBJECT TO A
COLLATERAL ASSIGNMENT IN FAVOR OF LENDER OR WHICH LENDER HAS AGREED IN WRITING
THAT NO COLLATERAL ASSIGNMENT WILL BE REQUIRED. EACH ADVANCE WILL BE DISBURSED
THROUGH THE DISBURSING AGENT PURSUANT TO THE TERMS AND CONDITIONS OF THE
DISBURSING AGREEMENT, WHICH IS HEREBY INCORPORATED HEREIN BY REFERENCE, AND THE
TERMS AND CONDITIONS OF THE MASTER AGREEMENT. THE PROCEEDS OF ALL ADVANCES UNDER
THIS THIRD SUPPLEMENT WILL BE USED SOLELY FOR FUNDING PROJECT COSTS.
(B)
OTHER ADVANCES. NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, LENDER MAY (WITHOUT OBLIGATION), AT ANY TIME AND FROM
TIME TO TIME, MAKE AN ADVANCE WITHOUT FIRST RECEIVING A DRAW REQUEST AND APPLY
THE PROCEEDS OF SUCH ADVANCE TO PAY ANY INTEREST, FEES OR OTHER AMOUNT OWING TO
LENDER, RELEASE CHARGES UNDER PRIOR MORTGAGES AND SECURITY INTERESTS, OR LEGAL
FEES OR OTHER COSTS PAYABLE BY BORROWER IN CONNECTION WITH THE LOAN DOCUMENTS OR
THE PROJECT.
(C)
FUNDING ACCOUNT. UNLESS OTHERWISE
AUTHORIZED BY LENDER, EACH ADVANCE TAKEN FOR THE PURPOSE OF FUNDING CONSTRUCTION
COSTS WILL BE DISBURSED BY WIRE TRANSFER TO A DEPOSIT ACCOUNT OF THE DISBURSING
AGENT ESTABLISHED FOR THE SOLE PURPOSE OF FUNDING CONSTRUCTION COSTS (AND OTHER
PROJECT COSTS AT LENDER'S OPTION). ALL ADVANCES WILL BE CONSIDERED RECEIVED BY
BORROWER UPON THEIR RECEIPT BY DISBURSING AGENT IN ITS DEPOSIT ACCOUNT.
(D)
COST INFORMATION. ALL DISBURSEMENTS WILL BE
BASED ON THE DETAILED BREAKDOWN OF PROJECT COSTS SET FORTH ON THE SWORN
CONSTRUCTION COST STATEMENT. IF BORROWER BECOMES AWARE OF ANY CHANGE IN PROJECT
COSTS THAT WOULD INCREASE THE TOTAL COST OF THE PROJECT BY MORE THAN $3,000,000
(IN THE AGGREGATE ALONG WITH PREVIOUS SUCH COST INCREASES) ABOVE THE AMOUNT
SHOWN ON THE SWORN CONSTRUCTION COST STATEMENT, BORROWER WILL IMMEDIATELY NOTIFY
LENDER IN WRITING AND PROMPTLY SUBMIT TO LENDER FOR ITS APPROVAL A REVISED SWORN
CONSTRUCTION COST STATEMENT. IN SUCH AN EVENT, NO ADDITIONAL ADVANCE WILL BE