OR ITS PROPERTY;
(III)
ALL CONSENTS, AUTHORIZATIONS AND APPROVALS REQUIRED FOR THE
EXECUTION AND DELIVERY BY THE COUNTERPARTY OF THE INTEREST RATE CAP AGREEMENT,
AND ANY OTHER AGREEMENT WHICH THE COUNTERPARTY HAS EXECUTED AND DELIVERED
PURSUANT THERETO, AND THE PERFORMANCE OF ITS OBLIGATIONS THEREUNDER HAVE BEEN
OBTAINED AND REMAIN IN FULL FORCE AND EFFECT, ALL CONDITIONS THEREOF HAVE BEEN
DULY COMPLIED WITH, AND NO OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH ANY
GOVERNMENTAL AUTHORITY OR REGULATORY BODY IS REQUIRED FOR SUCH EXECUTION,
DELIVERY OR PERFORMANCE; AND
(IV)
THE INTEREST RATE CAP AGREEMENT, AND ANY OTHER AGREEMENT WHICH THE
COUNTERPARTY HAS EXECUTED AND DELIVERED PURSUANT THERETO, HAS BEEN DULY EXECUTED
AND DELIVERED BY THE COUNTERPARTY AND CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF THE COUNTERPARTY, ENFORCEABLE AGAINST THE COUNTERPARTY IN
ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY AND
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY, AND SUBJECT, AS TO
ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW).
SECTION 2.3.
LOAN PAYMENT.
2.3.1.
PAYMENTS GENERALLY.
BORROWER SHALL PAY TO LENDER (A) ON THE
CLOSING DATE, AN AMOUNT EQUAL TO INTEREST ONLY ON THE OUTSTANDING PRINCIPAL
BALANCE OF THE LOAN FROM THE CLOSING DATE UP TO (BUT NOT INCLUDING) THE FIRST
PAYMENT DATE, AND (B) ON EACH PAYMENT DATE THEREAFTER UP TO AND INCLUDING THE
MATURITY DATE, BORROWER SHALL MAKE A PAYMENT TO LENDER OF INTEREST ACCRUING ON
THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN FOR THE RELATED INTEREST PERIOD.
FOR PURPOSES OF MAKING PAYMENTS HEREUNDER, BUT NOT FOR PURPOSES OF CALCULATING
INTEREST PERIODS, IF THE DAY ON WHICH SUCH PAYMENT IS DUE IS NOT A BUSINESS DAY,
THEN AMOUNTS DUE ON SUCH DATE SHALL BE DUE ON THE IMMEDIATELY PRECEDING BUSINESS
DAY AND WITH RESPECT TO PAYMENTS OF PRINCIPAL DUE ON THE MATURITY DATE, INTEREST
SHALL BE PAYABLE AT THE APPLICABLE INTEREST RATE OR THE DEFAULT RATE, AS THE
CASE MAY BE, THROUGH AND INCLUDING THE DAY IMMEDIATELY PRECEDING SUCH MATURITY
DATE.
ALL AMOUNTS DUE PURSUANT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE PAYABLE WITHOUT SETOFF, COUNTERCLAIM, DEFENSE OR ANY OTHER DEDUCTION
WHATSOEVER.
2.3.2.
PAYMENT ON MATURITY DATE.
BORROWER SHALL PAY TO LENDER ON THE
MATURITY DATE THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN, ALL ACCRUED AND
UNPAID INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER AND UNDER THE NOTE, THE
SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS.
2.3.3.
LATE PAYMENT CHARGE.
IF ANY SCHEDULED PAYMENT OF PRINCIPAL,
INTEREST OR ANY OTHER SUMS DUE UNDER THE LOAN DOCUMENTS (OTHER THAN THE
PRINCIPAL BALANCE DUE AT MATURITY) IS NOT PAID BY BORROWER BY THE DATE ON WHICH
IT IS DUE, BORROWER SHALL PAY TO LENDER UPON DEMAND AN AMOUNT EQUAL TO THE
LESSER OF FIVE PERCENT (5%) OF SUCH UNPAID SUM OR THE MAXIMUM AMOUNT PERMITTED
BY APPLICABLE LAW IN ORDER TO DEFRAY THE EXPENSE INCURRED BY LENDER IN HANDLING
AND PROCESSING SUCH DELINQUENT PAYMENT AND TO COMPENSATE LENDER FOR THE LOSS OF
THE