BORROWER SHALL HAVE THE RIGHT TO ELECT TO PREPAY THE
OUTSTANDING PRINCIPAL BALANCE OF THE LOAN (LESS THE NET PROCEEDS PREPAYMENT) FOR
THE PROPERTY (A "CASUALTY/CONDEMNATION PREPAYMENT") WITHOUT PAYMENT OF THE YIELD
MAINTENANCE PREMIUM UPON SATISFACTION OF THE FOLLOWING CONDITIONS:
(I) WITHIN
THIRTY (30) DAYS FOLLOWING THE DATE OF THE NET PROCEEDS PREPAYMENT, BORROWER
SHALL PROVIDE LENDER WITH WRITTEN NOTICE OF BORROWER'S INTENTION TO PAY THE NOTE
IN FULL (WITH A CREDIT FOR THE AMOUNT OF THE NET PROCEEDS PREPAYMENT), (II)
BORROWER SHALL PREPAY THE NOTE IN SUCH AMOUNT ON OR BEFORE THE THIRD (3RD)
PAYMENT DATE OCCURRING FOLLOWING THE DATE OF THE NET PROCEEDS PREPAYMENT
(PROVIDED THAT IF ANY SUCH PREPAYMENT IS MADE ON A DATE OTHER THAN A PAYMENT
DATE, BORROWER SHALL PAY LENDER ALL INTEREST WHICH WOULD HAVE ACCRUED ON THE
AMOUNT BEING PREPAID THROUGH THE NEXT PAYMENT DATE), AND (III) NO EVENT OF
DEFAULT SHALL EXIST ON THE DATE OF SUCH CASUALTY/CONDEMNATION PREPAYMENT.
NOTWITHSTANDING ANYTHING IN SECTION 6.2 OR SECTION 6.3 TO THE CONTRARY, BORROWER
SHALL HAVE NO OBLIGATION TO COMMENCE RESTORATION OF THE PROPERTY UPON DELIVERY
OF THE WRITTEN NOTICE SET FORTH IN CLAUSE (I) OF THE PRECEDING SENTENCE (UNLESS
BORROWER SUBSEQUENTLY SHALL FAIL TO SATISFY THE REQUIREMENT OF CLAUSE (II) OF
THE PRECEDING SENTENCE).
VII.
RESERVE FUNDS
SECTION 7.1
REQUIRED REPAIRS.
BORROWER SHALL
PERFORM THE REPAIRS AT THE PROPERTY, AS MORE PARTICULARLY SET FORTH ON SCHEDULE
III HERETO (SUCH REPAIRS HEREINAFTER REFERRED TO AS "REQUIRED REPAIRS").
BORROWER SHALL COMPLETE THE REQUIRED REPAIRS ON OR BEFORE THE REQUIRED DEADLINE
FOR EACH REPAIR AS SET FORTH ON SCHEDULE III.
IT SHALL BE AN EVENT OF DEFAULT
UNDER THIS AGREEMENT IF BORROWER DOES NOT COMPLETE THE REQUIRED REPAIRS AT THE
PROPERTY BY THE REQUIRED DEADLINE FOR EACH REPAIR AS SET FORTH ON SCHEDULE III;
PROVIDED, HOWEVER, THAT LENDER IN ITS SOLE AND ABSOLUTE DISCRETION MAY AGREE TO
EXTEND THE TIME TO COMPLETE THE REQUIRED REPAIRS IF BORROWER, DESPITE ITS GOOD
FAITH EFFORTS, HAS FAILED TO COMPLETE THE REQUIRED REPAIRS WITHIN SUCH PERIOD.
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT AS OF THE DATE HEREOF, AGL
INVESTMENTS NO. 2 LIMITED PARTNERSHIP L.L.L.P., BORROWER, LENDER AND LANDAMERICA
PARTNERS TITLE COMPANY HAVE ENTERED INTO THAT CERTAIN ESCROW INSTRUCTIONS FOR
ORDER NO.: GF#2711000981 (THE "ESCROW AGREEMENT") WITH RESPECT TO CERTAIN COSTS
AND EXPENSES RELATED TO THE COMPLETION OF THE REQUIRED REPAIRS.
BORROWER
(I) SHALL OBSERVE AND PERFORM THE OBLIGATIONS IMPOSED UPON IT UNDER THE ESCROW
AGREEMENT IN A COMMERCIALLY REASONABLE MANNER; (II) SHALL ENFORCE THE TERMS,
COVENANTS AND CONDITIONS CONTAINED IN THE ESCROW AGREEMENT UPON THE PART OF THE
OTHER PARTIES THERETO TO BE OBSERVED OR PERFORMED IN A COMMERCIALLY REASONABLE
MANNER, (III) SHALL NOT AMEND, MODIFY OR TERMINATE THE ESCROW AGREEMENT WITHOUT
THE PRIOR WRITTEN CONSENT OF LENDER AND (IV) SHALL NOT SUBMIT ANY DISBURSEMENT
REQUEST (AS DEFINED IN THE ESCROW AGREEMENT) PURSUANT TO SECTION 3 OF THE ESCROW
AGREEMENT UNLESS SUCH DISBURSEMENT REQUEST HAS BEEN APPROVED BY LENDER, SUCH
APPROVAL NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
IF