BEHALF, SUCH INTEREST RATE
PROTECTION AGREEMENT, AT AGENT'S ELECTION, MAY BE A LENDER INTEREST RATE
PROTECTION AGREEMENT. AGENT IS HEREBY IRREVOCABLY APPOINTED THE TRUE AND LAWFUL
ATTORNEY OF BORROWER (COUPLED WITH AN INTEREST), IN ITS NAME AND STEAD, TO
EXECUTE SUCH AN INTEREST RATE
37
PROTECTION AGREEMENT AND ALL NECESSARY DOCUMENTS ANCILLARY THERETO, AND FOR THAT
PURPOSE AGENT MAY EXECUTE ALL NECESSARY AGREEMENTS AND INSTRUMENTS, AND MAY
SUBSTITUTE ONE OR MORE PERSONS WITH LIKE POWER, BORROWER HEREBY RATIFYING AND
CONFIRMING ALL THAT ITS SAID ATTORNEY OR SUCH SUBSTITUTE OR SUBSTITUTES SHALL
LAWFULLY DO BY VIRTUE HEREOF. ALL SUMS PAID AND LIABILITIES INCURRED BY AGENT
PURSUANT TO THIS SECTION 2.7 SHALL BE PAID BY BORROWER (AND NOT FROM THE
PROCEEDS OF THE LOAN) WITHIN TEN (10) DAYS AFTER AGENT'S DEMAND WITH INTEREST AT
THE DEFAULT RATE TO THE DATE OF PAYMENT TO AGENT AND SUCH SUMS AND LIABILITIES,
INCLUDING SUCH INTEREST, SHALL BE DEEMED AND SHALL CONSTITUTE ADVANCES UNDER
THIS LOAN AGREEMENT AND BE EVIDENCED BY THE NOTE AND BE SECURED BY THE SECURITY
DOCUMENTS.
(E)
OBLIGATION OF BORROWER UNAFFECTED BY INTEREST RATE PROTECTION
AGREEMENT.
NO INTEREST RATE PROTECTION AGREEMENT SHALL ALTER, IMPAIR,
RESTRICT, LIMIT OR MODIFY IN ANY RESPECT THE OBLIGATION OF BORROWER TO PAY
INTEREST OR ADDITIONAL INTEREST ON THE LOAN, AS AND WHEN THE SAME BECOMES DUE
AND PAYABLE IN ACCORDANCE WITH THE PROVISIONS OF THE LOAN DOCUMENTS.
(F)
TERMINATION, ETC. OF INTEREST RATE PROTECTION AGREEMENT.
BORROWER SHALL NOT TERMINATE, MODIFY, CANCEL OR SURRENDER, OR PERMIT THE
TERMINATION, MODIFICATION, CANCELLATION OR SURRENDER OF, ANY INTEREST RATE
PROTECTION AGREEMENT WITHOUT THE PRIOR CONSENT OF AGENT, WHICH CONSENT SHALL NOT
BE UNREASONABLY WITHHELD OR DELAYED WITH RESPECT TO ANY MODIFICATION THEREOF SO
LONG AS AFTER GIVING EFFECT TO SUCH MODIFICATION THE INTEREST RATE PROTECTION
AGREEMENT OTHERWISE COMPLIES WITH SECTION 2.7(A) HEREOF. WITHIN FIVE
(5) BUSINESS DAYS AFTER BORROWER OBTAINS KNOWLEDGE OF OR RECEIPT OF NOTICE
(WHICH MAY BE GIVEN BY AGENT OR A LENDER) OF A DEFAULT BY THE FINANCIAL
INSTITUTION THAT IS A PARTY TO ANY INTEREST RATE PROTECTION AGREEMENT, BORROWER
SHALL SUBSTITUTE FOR SUCH DEFAULTED INTEREST RATE PROTECTION AGREEMENT ANOTHER
INTEREST RATE PROTECTION AGREEMENT (TO WHICH THE PERSON THAT DEFAULTED UNDER THE
DEFAULTED INTEREST RATE PROTECTION AGREEMENT IS NOT A PARTY) SO THAT, AFTER
GIVING EFFECT TO SUCH SUBSTITUTION, BORROWER IS IN COMPLIANCE WITH THE
REQUIREMENTS OF SECTION 2.7(A) HEREOF.
(G)
RECEIPTS FROM INTEREST RATE PROTECTION AGREEMENTS.
ALL PAYMENTS
DUE TO BORROWER PURSUANT TO ANY INTEREST RATE PROTECTION AGREEMENT, INCLUDING
UPON ANY TERMINATION THEREOF, SHALL BE PAYABLE TO AND HELD BY AGENT; PROVIDED,
HOWEVER, THAT ALL PERIODIC "NET PAYMENTS" DUE TO BORROWER SO RECEIVED BY AGENT
IN CONNECTION WITH A PAYMENT MADE BY A COUNTERPARTY TO AN INTEREST RATE
PROTECTION AGREEMENT SHALL BE APPLIED BY AGENT ON ACCOUNT OF INTEREST THEN DUE
AND PAYABLE ON THE LOAN. IF AN EVENT OF DEFAULT OCCURS, AGENT MAY, IN ITS SOLE
DISCRETION, FOR SO LONG AS SUCH EVENT OF DEFAULT IS CONTINUING AND IN ADDITION
TO ANY OTHER RIGHTS AND