in
a jurisdiction other than the state where the Property is located, the term
"UCC" shall mean the Uniform Commercial Code as enacted and in effect in such
other jurisdiction solely for the purposes of the provisions thereof relating to
such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions.
Capitalized terms used but not otherwise defined herein shall have the meanings
used and defined in the Note.
I.
LOAN; OPTION TO PURCHASE
1.1
PRINCIPAL.
LENDER AGREES TO LEND TO BORROWER, AND BORROWER AGREES
TO BORROW FROM LENDER, THE LOAN AMOUNT, IN ACCORDANCE WITH THE TERMS HEREOF
UNTIL THE MATURITY DATE BUT SUBJECT TO LENDER'S PUT RIGHT, THE DISBURSEMENT OF
WHICH IS EVIDENCED BY THE NOTE.
1.2
INTEREST.
(A)
COMPUTATION.
BORROWER SHALL PAY TO LENDER INTEREST ON THE LOAN
AT THE INTEREST RATE AND IN THE MANNER SPECIFIED IN THE NOTE.
8
(B)
USURY.
IN THE EVENT THAT THE INTEREST AND/OR CHARGES IN THE
NATURE OF INTEREST, IF ANY, PROVIDED FOR BY THIS AGREEMENT OR BY ANY OTHER LOAN
DOCUMENT, SHALL CONTRAVENE A LEGAL OR STATUTORY LIMITATION APPLICABLE TO THE
LOAN, IF ANY, BORROWER SHALL PAY ONLY SUCH AMOUNTS AS WOULD LEGALLY BE
PERMITTED; PROVIDED, HOWEVER, THAT IF THE DEFENSE OF USURY AND ALL SIMILAR
DEFENSES ARE UNAVAILABLE TO BORROWER, BORROWER SHALL PAY ALL AMOUNTS PROVIDED
FOR HEREIN.
IF, FOR ANY REASON, AMOUNTS IN EXCESS OF THE AMOUNTS PERMITTED IN
THE FOREGOING SENTENCE SHALL HAVE BEEN PAID, RECEIVED, COLLECTED OR APPLIED
HEREUNDER, WHETHER BY REASON OF ACCELERATION OR OTHERWISE, THEN, AND IN THAT
EVENT, ANY SUCH EXCESS AMOUNTS SHALL BE APPLIED TO PRINCIPAL, UNLESS PRINCIPAL
HAS BEEN FULLY PAID, IN WHICH EVENT SUCH EXCESS AMOUNT SHALL BE REFUNDED TO
BORROWER.
1.3
MATURITY.
THE PRINCIPAL BALANCE OWING ON THE LOAN, AND ALL ACCRUED
INTEREST AND OTHER SUMS OWING UNDER THE LOAN DOCUMENTS NOT OTHERWISE PAID WHEN
DUE, SHALL BE DUE AND PAYABLE IN FULL ON THE MATURITY DATE, SUBJECT TO LENDER'S
PUT RIGHT.
1.4
RELEASE OF DEED OF TRUST.
LENDER SHALL PROMPTLY CAUSE THE RELEASE
OF THE DEED OF TRUST UPON REPAYMENT IN FULL OF THE LOAN.
1.5
OPTION TO PURCHASE.
(A)
BORROWER COVENANTS AND AGREES TO USE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN THE EMERGENCY ROOM PERMITS WITHIN TWELVE (12) MONTHS FOLLOWING
THE CLOSING DATE, UNLESS SUCH PERIOD OF TIME IS EXTENDED BY THE MUTUAL AGREEMENT
OF THE PARTIES, IT BEING UNDERSTOOD AND AGREED THAT THE PARTIES INTEND TO WORK
COLLABORATIVELY, IN GOOD FAITH, AND WITH ALL DILIGENCE DURING SUCH PERIOD OF
TIME TO OBTAIN THE EMERGENCY ROOM PERMITS, AT THE BORROWER'S SOLE EXPENSE, IT
BEING FURTHER UNDERSTOOD AND AGREED THAT, TO THE EXTENT THAT THE PARTIES ARE
WORKING COLLABORATIVELY, IN GOOD FAITH, AND WITH ALL DILIGENCE DURING SUCH
PERIOD OF TIME TO OBTAIN THE EMERGENCY ROOM PERMITS, IT IS THE INTENTION OF THE
PARTIES TO EXTEND SUCH TWELVE (12) MONTH PERIOD AS NECESSARY, PROVIDED THAT
THERE IS A REASONABLE EXPECTATION THAT SUCH PERMITS CAN BE OBTAINED WITHIN AN
ADDITIONAL SIX (6) MONTHS.
(B)
AT