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2o~oooi4~ <br />successors and assigns, against any liability incurred by reason of the imposition of any <br />tax on the making and recording of this Security Instrument. <br />19. Prenavment: Pavdown/Payu~. <br />(a) The Debt may not be prepaid except as provided in the Note and as described <br />below and except as provided in paragraphs 3(e), 3(g), 6(b), 6(c), 9(h), 11 and 12 <br />hereof. Upon any such prepayment, Borrower shall provide to Lender a new <br />amortization schedule to be attached as Schedule A to the Note and new <br />amortization schedules to be attached as Schedule A to the Pass-Through <br />Certificates to reflect such prepayment. <br />(b) The transaction evidenced and secured by this Security Instrument and the Note is <br />intended to be a revolving credit facility on the terms hereinafter set forth. <br />Provided that Borrower provides, at the time of sending the Paydown Notice <br />referred to below, reasonably satisfactory evidence to the Lender that no Event of <br />Default has occurred and is continuing, then in connection with any Sale of the <br />Property or Transfer of Beneficial Ownership Interest, up to 99% of the principal <br />amount of the Note may be repaid by Borrower (other than through monthly <br />installment payments as set forth in the Note), and Borrower shall have the right <br />to have the principal amount so repaid re-advanced to Borrower provided the <br />terms and conditions hereinafter set forth are satisfied. As a condition to such <br />re-advance, the lien securing the re-advanced amount shall have the same priority <br />as the lien hereof prior to such repayment. The maximum Debt secured by this <br />Security Instrument shall not exceed .the original principal amount of the Note, <br />plus interest and Make Whole Premium thereon, charges and expenses of <br />collection incurred by Lender, amounts advanced for taxes or insurance or other <br />protective advances, and attorneys' and other fees as provided herein. <br />(c) Borrower shall have the right (the "Paydown Righht ") in connection with and <br />following Borrower giving notice of a Sale of the Property or of a Transfer of <br />Beneficial Ownership Interest, to repay up to 99% of the outstanding principal <br />amount of the Note. The principal amount to be repaid is herein called the <br />"Pa down Amount." The Paydown Right may be exercised upon written notice <br />to Lender (the "Paydown Notice ") at least ten (10) Business Days prior to the <br />date (the "Pa down Date ") Borrower intends to pay down up to 99% of the <br />outstanding principal balance of the Note. The Paydown Notice shall set forth the <br />(i) the Paydown Amount, (ii) the Paydown Date, (iii) the amount of the Paydown <br />Make Whole Premium (calculated as of the date of such Paydown Notice), the <br />Interim Interest Fee and the Interest Accrual (each as hereinafter defined and, <br />together with the Paydown Amount, collectively called the "Total Pa down <br />Amount "), and (iv) the "Paydown Period, "which shall be a period of no more <br />than thirty (30) days from the Paydown Date and shall not include a date on <br />which a payment of rent is payable under the Lease. Notwithstanding the <br />foregoing, that portion of the Total Paydown Amount representing the Paydown <br />Make Whole Premium shall be held in escrow with an escrow agent satisfactory <br />to the parties and paid to (i) New Borrower upon satisfaction of the Payup <br />-28- <br />