, or remedies with respect to, Lender's liens on any
Collateral is governed by the Uniform Commercial Code as enacted an in effect in
a jurisdiction other than the state where the Property
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is located, the term "UCC" shall mean the Uniform Commercial Code as enacted and
in effect in such other jurisdiction solely for the purposes of the provisions
thereof relating to such attachment, perfection, priority or remedies and for
purposes of definitions related to such provisions.
Capitalized terms used but not otherwise defined herein shall have the meanings
used and defined in the Note.
I.
LOAN; OPTION TO PURCHASE
1.1
PRINCIPAL.
LENDER AGREES TO LEND TO BORROWER, AND BORROWER AGREES
TO BORROW FROM LENDER, THE LOAN AMOUNT, IN ACCORDANCE WITH THE TERMS HEREOF
UNTIL THE MATURITY DATE, THE DISBURSEMENT OF WHICH IS EVIDENCED BY THE NOTE.
1.2
INTEREST.
(A)
COMPUTATION.
BORROWER SHALL PAY TO LENDER INTEREST ON THE LOAN
AT THE INTEREST RATE AND IN THE MANNER SPECIFIED IN THE NOTE.
(B)
USURY.
IN THE EVENT THAT THE INTEREST AND/OR CHARGES IN THE
NATURE OF INTEREST, IF ANY, PROVIDED FOR BY THIS AGREEMENT OR BY ANY OTHER LOAN
DOCUMENT, SHALL CONTRAVENE A LEGAL OR STATUTORY LIMITATION APPLICABLE TO THE
LOAN, IF ANY, BORROWER SHALL PAY ONLY SUCH AMOUNTS AS WOULD LEGALLY BE
PERMITTED; PROVIDED, HOWEVER, THAT IF THE DEFENSE OF USURY AND ALL SIMILAR
DEFENSES ARE UNAVAILABLE TO BORROWER, BORROWER SHALL PAY ALL AMOUNTS PROVIDED
FOR HEREIN.
IF, FOR ANY REASON, AMOUNTS IN EXCESS OF THE AMOUNTS PERMITTED IN
THE FOREGOING SENTENCE SHALL HAVE BEEN PAID, RECEIVED, COLLECTED OR APPLIED
HEREUNDER, WHETHER BY REASON OF ACCELERATION OR OTHERWISE, THEN, AND IN THAT
EVENT, ANY SUCH EXCESS AMOUNTS SHALL BE APPLIED TO PRINCIPAL, UNLESS PRINCIPAL
HAS BEEN FULLY PAID, IN WHICH EVENT SUCH EXCESS AMOUNT SHALL BE REFUNDED TO
BORROWER.
1.3
MATURITY.
THE PRINCIPAL BALANCE OWING ON THE LOAN, AND ALL ACCRUED
INTEREST AND OTHER SUMS OWING UNDER THE LOAN DOCUMENTS NOT OTHERWISE PAID WHEN
DUE, SHALL BE DUE AND PAYABLE IN FULL ON THE MATURITY DATE.
1.4
RELEASE OF DEED OF TRUST.
LENDER SHALL PROMPTLY RELEASE THE DEED
OF TRUST ON THE PROPERTY UPON REPAYMENT IN FULL OF THE LOAN.
1.5
CURRENT BANKRUPTCY.
NOTWITHSTANDING THE PROVISIONS OF
SECTION 1129(A)(9)(A) OR ANY OTHER PROVISION OF THE BANKRUPTCY CODE, THE LOAN
SHALL NOT BE REQUIRED TO BE REPAID BY BORROWER UPON CONFIRMATION OF A PLAN OF
REORGANIZATION FOR THE BORROWER IN THE CURRENT BANKRUPTCY.
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II.
CLOSING CONDITIONS
2.1
CONDITIONS OF LENDER'S OBLIGATION TO CLOSE.
THE CLOSING DATE SHALL
NOT OCCUR, AND LENDER SHALL NOT BE REQUIRED TO DISBURSE THE LOAN AMOUNT
HEREUNDER UNTIL THE CONDITIONS AND REQUIREMENTS SET FORTH BELOW HAVE BEEN
COMPLETED AND FULFILLED TO THE REASONABLE SATISFACTION OF LENDER (OR WAIVED BY
LENDER IN WRITING).
(A)
LOAN DOCUMENTS.
BORROWER SHALL EXECUTE AND DELIVER (OR CAUSE
TO BE EXECUTED AND DELIVERED) TO LENDER AND ESCROW HOLDER THE LOAN DOCUMENTS AND
SUCH OTHER DOCUMENTS AS LENDER MAY REQUIRE, IN FORM AND SUBSTANCE ACCEPTABLE TO
LENDER AND