THE LOAN CONVERSION DATE, BORROWER
WILL PROVIDE THE FOLLOWING TO LENDER:
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(A)
A CERTIFICATE BY AN APPROPRIATE RESPONSIBLE
OFFICER, CERTIFYING AS TO OCCURRENCE OF EACH ITEM LISTED IN THE DEFINITION OF
SUBSTANTIAL COMPLETION, ALONG WITH SUCH SUPPORTING EVIDENCE AS LENDER MAY
REQUIRE;
(B)
COPIES OF ALL MATERIAL CONTRACTS NOT
PREVIOUSLY DELIVERED TO LENDER, ALONG WITH FULLY EXECUTED COLLATERAL ASSIGNMENTS
OF SUCH MATERIAL CONTRACTS;
(C)
TO THE EXTENT SPECIFICALLY REQUESTED BY
LENDER, COPIES OF ALL WARRANTIES FROM SUPPLIERS COVERING MATERIALS, EQUIPMENT
AND APPLIANCES INCLUDED WITHIN THE PROJECT;
(D)
THREE COPIES OF AN "AS-BUILT" SURVEY OF THE
REAL ESTATE WHICH CONFORMS WITH LENDER'S AND TITLE COMPANY'S REQUIREMENTS; AND
(E)
SUCH OTHER DOCUMENTS, INSTRUMENTS, AND
CERTIFICATES AS LENDER MAY REQUEST.
8.
INTEREST RATE.
(A)
PRIOR TO THE LOAN CONVERSION DATE, INTEREST
ON THE 2007 EXPANSION LOAN SHALL ACCRUE AT A VARIABLE INTEREST RATE EQUAL TO
LIBOR PLUS THE MARGIN (THE "VARIABLE RATE"). DURING THE 2007 EXPANSION LOAN
REPAYMENT PERIOD, BORROWER MAY ELECT (AN "INTEREST ELECTION"), FROM TIME TO
TIME, ANY ONE OR MORE OF THE VARIABLE RATE OR A FIXED OR ADJUSTABLE INTEREST
RATE AVAILABLE FROM LENDER AT THE TIME OF THE ELECTION. THE ELECTED RATE MUST BE
APPLIED TO AMOUNTS OF NOT LESS THAN $1,000,000 OWING ON THE 2007 EXPANSION LOAN,
AS SET FORTH BELOW, AND INTEREST ON SUCH AMOUNTS SHALL ACCRUE AT SUCH RATE
SELECTED BY BORROWER DURING THE RELATED INTEREST PERIOD (AN "INTEREST PERIOD").
INTEREST SHALL ACCRUE AT THE VARIABLE RATE FOR ANY PORTION OF THE 2007 EXPANSION
LOAN REPAYMENT PERIOD FOR WHICH NO INTEREST ELECTION IS IN EFFECT. THE RATES
AVAILABLE TO BORROWER FOR ELECTION WILL BE BASED ON LENDER'S COST OF FUNDS PLUS
THE MARGIN IN EFFECT FROM TIME TO TIME.
(B)
TO MAKE AN INTEREST ELECTION, BORROWER WILL
GIVE LENDER PRIOR WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN
WRITING) OF ITS INTEREST ELECTION, IN THE FORM OF EXHIBIT 3C ATTACHED HERETO, NO
LATER THAN FIVE (5) BUSINESS DAYS PRIOR TO THE DESIRED EFFECTIVE DATE (WHICH
SHALL BE A BUSINESS DAY) OF SUCH ELECTION. BORROWER MAY MAKE SUCH INTEREST
ELECTIONS AT ANY TIME AND FROM TIME TO TIME, WITHOUT PENALTY, EXCEPT AS
OTHERWISE PROVIDED IN THE LOAN DOCUMENTS; PROVIDED, THAT BORROWER MAY NOT ELECT
AN INTEREST RATE IN WHICH THE RELATED INTEREST PERIOD FOR SUCH INTEREST RATE
WOULD EXTEND BEYOND THE 2007 EXPANSION LOAN MATURITY DATE. BORROWER ACKNOWLEDGES
THAT THE TERMS OF THE AGREEMENT MAY REQUIRE BORROWER TO PAY A PREPAYMENT
PREMIUM. LENDER WILL DETERMINE THE RATE OF INTEREST IN EFFECT FROM TIME TO TIME
PURSUANT TO THIS SECTION 8(B) AND WILL NOTIFY BORROWER OF THE SAME, IN WRITING,
UPON ANY REQUEST
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by Borrower. Lender's determination of the rate of interest hereunder shall be
deemed conclusive, absent manifest error.
(C)
THE MARGIN APPLICABLE TO THE 2007 EXPANSION
LOAN WILL BE REDUCED BY (X) TWENTY-FIVE BASIS POINTS (0.25%) PER ANNUM AT SUCH
TIME AS BORROWER HAS REACHED AND MAINTAINED AN OWNERS' EQUITY RATIO OF 55%, AND
(Y) AN ADDITIONAL TWENTY-FIVE BASIS POINTS (0.25%) PER