THIS AGREEMENT UNLESS
OTHERWISE SPECIFIED. 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
20
DEFINED TERMS HEREIN SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL
FORMS OF THE TERMS SO DEFINED.
II.
THE LOAN
SECTION 2.1
THE LOAN.
2.1.1
AGREEMENT TO LEND AND BORROW.
SUBJECT TO AND UPON THE TERMS AND
CONDITIONS SET FORTH HEREIN, LENDER HAS MADE THE LOAN TO BORROWER AND BORROWER
HAS ACCEPTED THE LOAN FROM LENDER.
2.1.2
SINGLE DISBURSEMENT TO BORROWER.
BORROWER SHALL RECEIVE NO FURTHER
BORROWINGS 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.
THE LOAN SHALL BE EVIDENCED BY THE NOTE AND SHALL BE
REPAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE NOTE.
2.1.4
USE OF PROCEEDS.
BORROWER SHALL USE PROCEEDS OF THE LOAN TO (I)
ACQUIRE THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ACQUISITION TRANSACTION
COSTS, (II) PAY AND DISCHARGE ANY EXISTING LOANS RELATING TO THE PROPERTY, (III)
PAY ALL PAST-DUE BASIC CARRYING COSTS, IF ANY, IN RESPECT OF THE PROPERTY, (IV)
DEPOSIT THE RESERVE FUNDS, TO THE EXTENT APPLICABLE, (V) PAY COSTS AND EXPENSES
INCURRED IN CONNECTION WITH THE CLOSING OF THE LOAN INCURRED BY LENDER, (VI)
FUND ANY WORKING CAPITAL REQUIREMENTS OF THE PROPERTY, AND (VII) RETAIN THE
BALANCE, IF ANY.
2.1.5
COMPONENTS.
LENDER SHALL HAVE THE RIGHT FROM TIME TO TIME PRIOR TO
A SECURITIZATION TO MODIFY THE LOAN IN ORDER TO CREATE COMPONENTS OF THE NOTE A
AND/OR THE NOTE B AND/OR COMPONENT NOTES, TO REDUCE THE NUMBER OF COMPONENTS
AND/OR COMPONENT NOTES, TO REALLOCATE THE PRINCIPAL BALANCES OF THE COMPONENTS
AND/OR THE COMPONENT NOTES OR TO ELIMINATE ANY COMPONENT STRUCTURE OF THE LOAN
PROVIDED THAT (A) THE TOTAL PRINCIPAL BALANCE OF THE LOAN IMMEDIATELY AFTER THE
EFFECTIVE DATE OF SUCH MODIFICATION EQUALS THE OUTSTANDING PRINCIPAL BALANCE OF
THE LOAN IMMEDIATELY PRIOR TO SUCH MODIFICATION, (B) THE WEIGHTED AVERAGE OF THE
INTEREST RATES FOR ALL COMPONENTS OF THE LOAN AT ALL TIMES AFTER THE EFFECTIVE
DATE OF SUCH MODIFICATION EQUALS THE WEIGHTED AVERAGE OF THE INTEREST RATES FOR
ALL COMPONENTS IMMEDIATELY PRIOR TO SUCH MODIFICATION (EXCEPT FOLLOWING THE
APPLICATION OF NET PROCEEDS AS PROVIDED IN SECTION 2.4.2 BELOW OR IF AN EVENT OF
DEFAULT SHALL OCCUR), AND (C) THERE ARE NO OTHER CHANGES TO THE ECONOMIC TERMS
OF THE LOAN DOCUMENTS, OR ANY INCREASE IN BORROWER'S OBLIGATIONS OR DECREASE IN
BORROWER'S RIGHTS UNDER THE LOAN DOCUMENTS. LENDER SHALL HAVE THE RIGHT TO
MODIFY THE NOTE A, THE NOTE B AND THE COMPONENTS IN ACCORDANCE WITH THIS
SECTION 2.1.5 UPON PRIOR NOTICE TO BORROWER (IN WHICH EVENT SUCH MODIFICATION
SHALL THEN BE DEEMED EFFECTIVE). LENDER SHALL PROVIDE CERTIFIED COPIES OF ANY
MODIFICATION OF THE NOTE A, THE NOTE B AND THE COMPONENTS TO BORROWER.