the Maturity Date
(with each such payment and assumed payment discounted to its present value at
the date of prepayment at the rate which, when compounded monthly, is equivalent
to the Prepayment Rate when compounded semi-annually and deducting from the sum
of such present values any short-term interest paid from the date of prepayment
to the next succeeding Payment Date in the event such payment is not made on a
Payment Date), over (ii) the principal amount being prepaid.
SECTION 1.2
PRINCIPLES OF CONSTRUCTION. ALL
REFERENCES TO SECTIONS AND SCHEDULES ARE TO SECTIONS AND SCHEDULES IN OR TO THIS
AGREEMENT UNLESS OTHERWISE SPECIFIED.
ALL USES OF THE WORD "INCLUDING" SHALL
MEAN "INCLUDING, WITHOUT LIMITATION" UNLESS THE CONTEXT SHALL INDICATE
OTHERWISE.
UNLESS OTHERWISE SPECIFIED, THE WORDS "HEREOF," "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT.
UNLESS OTHERWISE SPECIFIED, ALL MEANINGS ATTRIBUTED TO DEFINED TERMS
HEREIN SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF THE
TERMS SO DEFINED.
23
II.
GENERAL TERMS
SECTION 2.1
LOAN COMMITMENT; DISBURSEMENT TO
BORROWER.
2.1.1
AGREEMENT TO LEND AND BORROW. SUBJECT TO AND UPON THE
TERMS AND CONDITIONS SET FORTH HEREIN, LENDER HEREBY AGREES TO MAKE AND BORROWER
HEREBY AGREES TO ACCEPT THE LOAN ON THE CLOSING DATE.
2.1.2
SINGLE DISBURSEMENT TO BORROWER. BORROWER MAY REQUEST
AND RECEIVE ONLY ONE (1) BORROWING HEREUNDER IN RESPECT OF THE LOAN AND ANY
AMOUNT BORROWED AND REPAID HEREUNDER IN RESPECT OF THE LOAN MAY NOT BE
REBORROWED.
2.1.3
THE NOTE, MORTGAGE AND LOAN DOCUMENTS. THE LOAN SHALL
BE EVIDENCED BY THE NOTE AND SECURED BY THE MORTGAGE, THE ASSIGNMENT OF LEASES
AND THE OTHER LOAN DOCUMENTS.
2.1.4
USE OF PROCEEDS. BORROWER SHALL USE THE PROCEEDS OF
THE LOAN TO (A) ACQUIRE THE PROPERTY OR REPAY AND DISCHARGE ANY EXISTING LOANS
RELATING TO THE PROPERTY, (B) PAY ALL PAST-DUE BASIC CARRYING COSTS, IF ANY,
WITH RESPECT TO THE PROPERTY, (C) MAKE DEPOSITS INTO THE RESERVE FUNDS ON THE
CLOSING DATE IN THE AMOUNTS PROVIDED HEREIN, (D) PAY COSTS AND EXPENSES INCURRED
IN CONNECTION WITH THE CLOSING OF THE LOAN, AS APPROVED BY LENDER, (E) FUND ANY
WORKING CAPITAL REQUIREMENTS OF THE PROPERTY AND (F) DISTRIBUTE THE BALANCE, IF
ANY, TO BORROWER.
SECTION 2.2
INTEREST RATE.
2.2.1
INTEREST RATE. INTEREST ON THE OUTSTANDING PRINCIPAL
BALANCE OF THE LOAN SHALL ACCRUE FROM (AND INCLUDE) THE CLOSING DATE TO BUT
EXCLUDING THE MATURITY DATE AT THE INTEREST RATE (UNLESS THE DEFAULT RATE SHALL
BE IN EFFECT).
2.2.2
INTEREST CALCULATION. INTEREST ON THE OUTSTANDING
PRINCIPAL BALANCE OF THE LOAN SHALL BE CALCULATED BY MULTIPLYING (A) THE ACTUAL
NUMBER OF DAYS ELAPSED IN THE PERIOD FOR WHICH THE CALCULATION IS BEING MADE BY
(B) A DAILY RATE BASED ON A THREE HUNDRED SIXTY (360) DAY YEAR BY (C) THE
OUTSTANDING PRINCIPAL BALANCE.
2.2.3
DEFAULT RATE. IN THE EVENT THAT, AND FOR SO LONG AS,
ANY EVENT OF DEFAULT SHALL