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d. The date that is fifty five (55) years after the date of this Note. On that date, the <br />Agency agrees to review the performance of the Property and consider in good faith any reasonable <br />request by Borrower to modify the terms of this Note or extend the Term of this Agency Loan Note. <br />11. Prepayment. <br />Borrower may prepay the outstanding principal balance under this Note, in whole or in part, <br />together with any accrued but unpaid interest, if any, and other sums owed to the Agency under this <br />Note, if any, at any time without penalty. <br />12. Lawful Money. <br />All payments hereunder shall be made in lawful money of the United States of America. <br />13. Annlication of Payments: Late Charges. <br />a. Any payments received by the Agency pursuant to the terms hereof shall be applied <br />first to sums, other than principal and interest, due the Agency pursuant to this Note, next to the <br />payment of all interest accrued to the date of such payment, and the balance, if any, to the payment of <br />principal. <br />b. If any payment is not received by the Agency within ten (10) days following the due <br />date thereof, then in addition to the remedies conferred upon the Agency pursuant to this Note and <br />the other Loan Documents, (i) a late charge of four percent (4%) of the amount due and unpaid will <br />be added to the delinquent amount to compensate the Agency for the expense of handling the <br />delinquency and (ii) the amount due and unpaid, excluding the late charge, shall bear interest at the <br />highest annual rate which may lawfully be charged and collected under applicable law on the <br />obligation evidenced by this Note, computed from the date on which the amount was due and <br />payable until paid. Without prejudice to the rights of the Agency hereunder or under any of the other <br />Loan Documents, Borrower shall indemnify the Agency against, and shall pay the Agency on <br />demand, any expense or loss which it may sustain or incur as a result of the failure by Borrower to <br />pay when due any installment of interest and/or principal, fees, or other amounts payable to the <br />Agency under this Note or any other Loan Document, to the extent that any such expense or loss is <br />not recovered pursuant to such foregoing provisions. A certificate of the Agency setting forth the <br />basis for the determination of the amounts necessary to indemnify the Agency in respect of such <br />expenses or direct loss, submitted to Borrower by the Agency, shall be conclusive and binding for all <br />purposes except as immediately corrected by Borrower notice to Agency. <br />14. Security <br />This Note is secured by the Agency Loan Deed of Trust. <br />15. Acceleration by Reason of Transfer or Financing. <br />a. In order to induce Agency to make the loan evidenced hereby, Borrower agrees that <br />in the event of any Transfer (defined in Section 16.2 of the Loan Agreement) of the Property without <br />the prior written consent of Agency (other than a Transfer resulting from a foreclosure, or <br />conveyance by deed in lieu of foreclosure, by the holder of the Senior Loan Deed of Trust), Agency <br />shall have the absolute right at its option, without prior demand or notice, to declare all sums secured <br />hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a <br />F-6 <br />DOCSOC/1475221 v5/200272-0004 <br />