OR PRIOR PERIOD; PROVIDED, HOWEVER, THAT NO DEMAND FOR ANY
PAYMENT HEREUNDER MAY BE MADE MORE THAN ONE HUNDRED EIGHTY (180) DAYS AFTER THE
SAME HAS ACCRUED.
SECTION 2.13.
USURY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH
HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS, THE NOTE, THIS LOAN AGREEMENT, THE
MORTGAGES, AND THE OTHER LOAN DOCUMENTS ARE SUBJECT TO THE EXPRESS CONDITION
THAT AT NO TIME SHALL BORROWER BE OBLIGATED OR REQUIRED TO PAY INTEREST
(INCLUDING AT THE DEFAULT RATE) ON THE OBLIGATIONS AT A RATE WHICH COULD SUBJECT
ANY LENDER TO EITHER CIVIL OR CRIMINAL LIABILITY AS A RESULT OF BEING IN EXCESS
OF THE MAXIMUM INTEREST RATE WHICH BORROWER IS PERMITTED BY LAW TO CONTRACT FOR
OR TO AGREE TO PAY. IF BY THE TERMS OF THE NOTE, THIS LOAN AGREEMENT, THE
MORTGAGES OR ANY OTHER LOAN DOCUMENT, BORROWER IS AT ANY TIME REQUIRED OR
OBLIGATED TO PAY INTEREST AT A RATE IN EXCESS OF SUCH MAXIMUM RATE, THE RATE OF
INTEREST SHALL BE DEEMED TO BE IMMEDIATELY REDUCED TO SUCH MAXIMUM RATE AND THE
INTEREST PAYMENTS IN EXCESS OF SUCH MAXIMUM RATE SHALL BE APPLIED AND SHALL BE
DEEMED TO HAVE BEEN PAYMENTS IN REDUCTION OF PRINCIPAL.
42
SECTION 2.14.
Closing.
The Closing shall be held at the offices of Kaye
Scholer LLP or such other place as Agent may designate in New York City or, at
Agent's election, pursuant to an escrow with the Title Company.
SECTION 2.15.
Fees.
Borrower shall pay to Agent the Upfront Fee and the Exit
Fee in accordance with the terms of this Loan Agreement and the Loan Fee Letter.
SECTION 2.16.
Lockbox Account, Cash Flow Collection Account and Operating
Account.
(A)
BORROWER SHALL CAUSE ALL RENTS PAYABLE BY ALL LESSEES UNDER THE
LEASES AND ALL OTHER OPERATING REVENUES (OTHER THAN SECURITY DEPOSITS WHICH
SHALL BE DEPOSITED INTO THE TENANT SECURITY ACCOUNT AND INSURANCE PROCEEDS
(OTHER THAN BUSINESS INTERRUPTION PROCEEDS) AND CONDEMNATION AWARDS, WHICH SHALL
BE DELIVERED TO AND HELD BY AGENT EXCEPT TO THE EXTENT OTHERWISE PERMITTED
PURSUANT TO SECTIONS 8.12, 8.13 AND 8.14 HEREOF) TO BE TRANSMITTED DIRECTLY INTO
THE LOCKBOX ACCOUNT.
WITHOUT LIMITING THE FOREGOING, ALL OPERATING REVENUES
RECEIVED BY BORROWER OR MANAGER SHALL BE DEPOSITED INTO THE LOCKBOX ACCOUNT
WITHIN ONE (1) BUSINESS DAY OF RECEIPT.
SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AND AT ANY TIME THAT A CASH SWEEP CONDITION DOES NOT
EXIST, FUNDS DEPOSITED INTO THE LOCKBOX ACCOUNT SHALL BE SWEPT BY THE LOCKBOX
BANK ON A DAILY BASIS INTO THE OPERATING ACCOUNT.
(B)
THE OPERATING ACCOUNT SHALL BE UNDER THE SOLE DOMINION AND CONTROL
OF AGENT, BUT SO LONG AS NO EVENT OF DEFAULT OR A CASH SWEEP CONDITION EXISTS OR
AS OTHERWISE PERMITTED PURSUANT TO THE CASH MANAGEMENT AGREEMENT, BORROWER AND
MANAGER MAY (AND AGENT SHALL NOT) MAKE WITHDRAWALS FROM THE OPERATING ACCOUNT,
SUBJECT, HOWEVER, TO THE OTHER, TERMS, CONDITIONS, LIMITATIONS AND RESTRICTIONS
SET FORTH IN THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS.