if the
Property is in a State which does not permit the issuance of such ALTA policy,
such form as shall be permitted in such State and acceptable to Lender) issued
with respect to the Property and insuring the lien of the Mortgage encumbering
the Property.
"Transferee" shall have the meaning set forth in Section 5.2.13 hereof.
"Transfer Restriction Period" shall mean the period commencing on the date which
is thirty (30) days prior to any Securitization and ending on the date which is
thirty (30) days following such Securitization.
"UCC" or "Uniform Commercial Code" shall mean the Uniform Commercial Code as in
effect in the applicable State.
"U.S. Obligations" shall mean direct non-callable obligations of the United
States of America as defined in Section 2(a)(16) of the Investment Company Act
as amended (15 USC 80a-1) stated in REMIC Section 1.86 OG-2(a)(8).
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.
ARTICLE II
GENERAL TERMS
SECTION 2.1.
LOAN COMMITMENT; DISBURSEMENT TO BORROWER.
2.1.1
THE LOAN.
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
DISBURSEMENT TO BORROWER.
BORROWER MAY REQUEST AND RECEIVE ONLY
ONE 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.
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2.1.4
USE OF PROCEEDS.
BORROWER SHALL USE THE PROCEEDS OF THE LOAN TO
(A) REPAY AND DISCHARGE ANY EXISTING LOANS RELATING TO THE PROPERTY, (B) PAY ALL
PAST-DUE BASIC CARRYING COSTS, IF ANY, IN RESPECT OF 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; LOAN PAYMENTS; LATE PAYMENT CHARGE.
2.2.1
INTEREST GENERALLY. INTEREST ON THE OUTSTANDING PRINCIPAL BALANCE
OF THE LOAN SHALL ACCRUE FROM THE CLOSING DATE TO BUT EXCLUDING THE ANTICIPATED
REPAYMENT DATE AT THE INTEREST RATE AND FROM THE ANTICIPATED REPAYMENT DATE TO
BUT EXCLUDING THE MATURITY DATE AT THE INTEREST RATE.
2.2.2
INTEREST CALCULATION.
INTEREST ON