THE INDEBTEDNESS
SHALL (A) BECOME DUE AND PAYABLE AS PROVIDED IN ARTICLE 8 OF THE LOAN AGREEMENT,
AND (B) BEAR INTEREST AT A PER ANNUM INTEREST RATE EQUAL TO THE LESSER OF
(I) THE MAXIMUM AMOUNT (AS DEFINED IN SECTION 8), AND (II) THE INTEREST RATE
PLUS FIVE PERCENT (5%) (THE "DEFAULT RATE").
IF MAKER FAILS TO PAY ANY INTEREST
DUE UNDER THE LOAN DOCUMENTS ON THE DATE WHEN THE SAME IS DUE, MAKER SHALL PAY
TO HOLDER UPON DEMAND A LATE CHARGE ON SUCH SUM IN AN AMOUNT EQUAL TO THE LESSER
OF (I) FIVE PERCENT (5%) OF SUCH UNPAID AMOUNT, AND (II) THE MAXIMUM LATE CHARGE
PERMITTED TO BE CHARGED UNDER THE LAWS OF THE STATE OF WHERE THE PROPERTY IS
LOCATED (A "LATE CHARGE").
MAKER WILL ALSO PAY TO HOLDER UPON DEMAND, AFTER AN
EVENT OF DEFAULT OCCURS, IN ADDITION TO THE AMOUNT DUE AND ANY LATE CHARGES, ALL
REASONABLE COSTS OF COLLECTING, SECURING, OR ATTEMPTING TO COLLECT OR SECURE
THIS NOTE OR ANY OTHER LOAN DOCUMENT, INCLUDING, WITHOUT LIMITATION, COURT COSTS
AND REASONABLE ATTORNEYS' FEES (INCLUDING REASONABLE ATTORNEYS' FEES ON ANY
APPEAL BY EITHER MAKER OR HOLDER AND IN ANY BANKRUPTCY PROCEEDINGS).
4.
PREPAYMENT; DEFEASANCE.
(A)
MAKER SHALL NOT BE PERMITTED AT ANY TIME TO PREPAY ALL OR ANY PART
OF THE LOAN EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4.
PROVIDED NO EVENT
OF DEFAULT THEN EXISTS, AND SO LONG AS MAKER HAS GIVEN HOLDER NOT LESS THAN
FIFTEEN (15) DAYS' PRIOR WRITTEN NOTICE, MAKER MAY VOLUNTARILY PREPAY THE
INDEBTEDNESS IN FULL BUT NOT IN PART ONLY ON OR AFTER THE DATE WHICH IS THREE
(3) PAYMENT DATES PRIOR TO THE MATURITY DATE (THE "OPEN PERIOD DATE") (AND THERE
SHALL BE NO YIELD MAINTENANCE PREMIUM OR PENALTY ASSESSED AGAINST MAKER BY
REASON OF SUCH PREPAYMENT).
IF ANY SUCH PREPAYMENT IS NOT MADE ON A PAYMENT
DATE, MAKER SHALL ALSO PAY TO HOLDER INTEREST CALCULATED AT THE INTEREST RATE
THAT WOULD HAVE ACCRUED ON SUCH PREPAID PRINCIPAL INDEBTEDNESS THROUGH THE END
OF THE INTEREST ACCRUAL PERIOD IN WHICH SUCH PREPAYMENT OCCURS.
(B)
PROVIDED THAT NO EVENT OF DEFAULT THEN EXISTS, AFTER THE EARLIER
TO OCCUR OF (I) TWO (2) YEARS AFTER "START-UP DAY" (WITHIN THE MEANING OF
SECTION 860G(A)(9) OF THE CODE) OF ANY REAL ESTATE MORTGAGE INVESTMENT CONDUIT
(AS DEFINED UNDER SECTION 860D OF THE CODE) (A "REMIC") THAT HOLDS THE NOTE, AND
(II) THREE (3) YEARS AFTER THE CLOSING DATE, MAKER MAY CAUSE THE RELEASE OF THE
PROPERTY FROM THE LIENS OF THE LOAN DOCUMENTS UPON SATISFACTION OF THE FOLLOWING
CONDITIONS:
(I)
MAKER SHALL (A) PROVIDE NOT LESS THAN FIFTEEN (15) DAYS' PRIOR
WRITTEN NOTICE TO HOLDER SPECIFYING A PAYMENT DATE (THE "DEFEASANCE RELEASE
DATE") ON WHICH THE PAYMENTS AND DEPOSITS PROVIDED IN CLAUSES (B) THROUGH (E)
BELOW ARE TO BE MADE; (B) PAY ALL INTEREST ACCRUED AND UNPAID ON THE
INDEBTEDNESS TO AND INCLUDING THE DEFEASANCE RELEASE DATE; (C) PAY ALL
REASONABLE FEES AND EXPENSES ASSOCIATED WITH THE DEFEASANCE OF THE LOAN
(INCLUDING,