FOR THE PURPOSES IDENTIFIED IN SECTION 2.2 HEREOF.
LENDER IS HEREBY AUTHORIZED TO FUND DIRECTLY FROM THE PROCEEDS OF THE LOAN
ADVANCED AT CLOSING (NET OF ANY DEPOSITS OR PAYMENTS MADE BY BORROWER OR ITS
AFFILIATES PRIOR TO CLOSING) (I) THE ORIGINATION FEE, (II) THE DEPOSITS TO THE
ENVIRONMENTAL RESERVE ACCOUNT, THE REAL ESTATE TAXES ESCROW ACCOUNT, THE
INSURANCE ESCROW ACCOUNT, THE MASTER LEASE DEPOSIT ACCOUNT AND THE REPLACEMENT
RESERVE ACCOUNT REQUIRED TO BE FUNDED FROM LOAN PROCEEDS PURSUANT TO
SECTION 2.13, (III) THE OUT-OF-POCKET EXPENSES INCURRED BY LENDER IN CONNECTION
WITH THE ORIGINATION AND FUNDING OF THE LOAN AND (IV) THE REASONABLE FEES AND
EXPENSES OF LENDER'S AND BORROWER'S COUNSEL.
(B)
THE LOAN SHALL CONSTITUTE ONE GENERAL OBLIGATION OF BORROWER TO
LENDER AND SHALL BE SECURED BY THE SECURITY INTEREST IN AND LIENS GRANTED UPON
ALL OF THE COLLATERAL, AND BY ALL OTHER SECURITY INTERESTS AND LIENS AT ANY TIME
OR TIMES HEREAFTER GRANTED BY BORROWER TO LENDER AS SECURITY FOR THE LOAN.
SECTION 2.2.
USE OF PROCEEDS. PROCEEDS OF THE LOAN SHALL BE USED ONLY
FOR THE FOLLOWING PURPOSES:
(A) TO REFINANCE EXISTING MORTGAGE DEBT ON THE
MORTGAGED PROPERTY, (B) TO PAY TO LENDER THE ORIGINATION FEE, (C) TO MAKE THE
REQUIRED DEPOSITS TO THE ENVIRONMENTAL
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Reserve Account, the Real Estate Taxes Escrow Account, the Insurance Escrow
Account, the Master Lease Deposit Account and the Replacement Reserve Account
and any other reserves agreed to by Lender and Borrower prior to Closing, (d) to
pay Transaction Costs (including the reasonable out-of-pocket expenses incurred
by Lender in connection with the origination and funding of the Loan) and (e) to
pay reasonable fees, expenses and disbursements of Lender's and Borrower's
counsel. Any proceeds of the Loan in excess of the amounts applied in accordance
with Sections 2.1(a) and 2.2(a)-(e) may be used by the Borrower for its general
purposes (including to make a distribution to the Member).
SECTION 2.3.
SECURITY FOR THE LOAN. THE NOTE AND BORROWER'S
OBLIGATIONS HEREUNDER AND UNDER ALL OTHER LOAN DOCUMENTS SHALL BE SECURED BY
(A) LIENS UPON THE MORTGAGED PROPERTY PURSUANT TO THE MORTGAGES, (B) THE
CONTRACT ASSIGNMENT, (C) THE MANAGER'S SUBORDINATION, (D) THE ASSIGNMENT OF
RENTS AND LEASES, (E) THE COLLATERAL ASSIGNMENT OF HEDGE AND ALL OTHER SECURITY
INTERESTS AND LIENS GRANTED IN THIS AGREEMENT AND IN THE OTHER LOAN DOCUMENTS.
SECTION 2.4.
BORROWER'S NOTE. BORROWER'S OBLIGATION TO PAY THE
PRINCIPAL OF AND INTEREST ON THE LOAN AND ALL OTHER AMOUNTS DUE UNDER THE LOAN
DOCUMENTS SHALL BE EVIDENCED INITIALLY BY THE NOTE, DULY EXECUTED AND DELIVERED
BY BORROWER ON THE CLOSING DATE. THE NOTE SHALL BE PAYABLE AS TO PRINCIPAL,
INTEREST AND ALL OTHER AMOUNTS DUE UNDER THE LOAN DOCUMENTS, AS SPECIFIED IN
THIS AGREEMENT, WITH A FINAL MATURITY ON THE APPLICABLE MATURITY DATE. LENDER
SHALL HAVE THE RIGHT TO HAVE ANY NOTE SUBDIVIDED, BY EXCHANGE FOR PROMISSORY
NOTES OF LESSER DENOMINATIONS IN THE FORM OF THE INITIAL NOTE, UPON WRITTEN
REQUEST TO BORROWER AND, IN SUCH EVENT, BORROWER SHALL PROMPTLY EXECUTE