has the meaning assigned in Section 2.12(6)(b)(iv).
"VRLP" means Vornado Realty L.P., a Delaware limited partnership, together with
its successors by merger, consolidation or transfer of all or substantially all
of its assets in accordance with Section 9.1(3).
"Withholding Agent" means Borrower or Administrative Agent.
SECTION 1.2
TYPES OF LOANS.
Loans hereunder are distinguished by "Type".
"Type", when used in reference to
any Borrowing, refers to whether the rate of interest on such Borrowing is
determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.
ARTICLE 2
LOAN TERMS
SECTION 2.1
THE COMMITMENTS, LOANS AND NOTES.
(1)
LOANS.
SUBJECT TO AND UPON THE TERMS AND CONDITIONS OF THIS
AGREEMENT, EACH LENDER SEVERALLY AGREES TO MAKE, AND BORROWER AGREES TO BORROW,
A LOAN IN DOLLARS IN A PRINCIPAL AMOUNT EQUAL TO THE AMOUNT OF THE COMMITMENT OF
SUCH LENDER.
THE LOANS SHALL BE FUNDED IN ONE (1) ADVANCE ON THE CLOSING DATE
UPON BORROWER'S SATISFACTION (OR ADMINISTRATIVE AGENT'S AND THE LENDERS' WAIVER)
OF THE CONDITIONS DESCRIBED IN SCHEDULE 2.1.
THE LENDERS AND ADMINISTRATIVE
AGENT AGREE THAT UPON THE DISBURSEMENT BY ADMINISTRATIVE AGENT OF THE LOAN
AMOUNT TO BORROWER, ALL OF THE CONDITIONS TO CLOSING DESCRIBED IN SCHEDULE 2.1
SHALL BE DEEMED SATISFIED OR WAIVED BY ADMINISTRATIVE AGENT AND THE LENDERS
(ALTHOUGH THE FOREGOING SHALL NOT BE DEEMED A WAIVER OF ANY REPRESENTATIONS,
WARRANTIES OR COVENANTS SET FORTH IN OTHER PROVISIONS OF THE LOAN DOCUMENTS THAT
MAY RELATE TO THE SAME SUBJECT MATTER AS THE FOREGOING CONDITIONS).
(2)
LENDING OFFICES.
THE LOANS OF EACH LENDER SHALL BE MADE AND
MAINTAINED AT SUCH LENDER'S OFFICE FOR BORROWINGS OF SUCH TYPE.
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(3)
SEVERAL OBLIGATIONS.
THE FAILURE OF ANY LENDER TO MAKE ANY
LOAN TO BE MADE BY IT ON THE DATE SPECIFIED THEREFOR SHALL NOT RELIEVE ANY OTHER
LENDER OF ITS OBLIGATION TO MAKE ITS LOAN, BUT NEITHER ANY LENDER NOR
ADMINISTRATIVE AGENT SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO
MAKE A LOAN TO BE MADE BY SUCH OTHER LENDER.
(4)
NOTES.
(A)
LOAN NOTES.
THE LOAN MADE BY EACH LENDER SHALL BE EVIDENCED
BY A SINGLE PROMISSORY NOTE OF BORROWER SUBSTANTIALLY IN THE FORM OF EXHIBIT B,
PAYABLE TO SUCH LENDER IN A PRINCIPAL AMOUNT EQUAL TO ITS COMMITMENT AS
ORIGINALLY IN EFFECT AND OTHERWISE DULY COMPLETED.
(B)
SUBSTITUTION, EXCHANGE AND SUBDIVISION OF NOTES.
NO LENDER
SHALL BE ENTITLED TO HAVE ITS NOTES SUBSTITUTED OR EXCHANGED FOR ANY REASON, OR
SUBDIVIDED FOR PROMISSORY NOTES OF LESSER DENOMINATIONS, EXCEPT IN CONNECTION
WITH A PERMITTED ASSIGNMENT OF ALL OR ANY PORTION OF SUCH LENDER'S LOAN AND
NOTES PURSUANT TO SECTION 12.23 (AND, IF REQUESTED BY ANY LENDER, BORROWER
AGREES TO SO SUBSTITUTE OR EXCHANGE ANY NOTES AND ENTER INTO NOTE SPLITTER
AGREEMENTS IN CONNECTION THEREWITH, PROVIDED THAT THE FOREGOING SHALL BE AT NO
COST OR EXPENSE TO BORROWER (OTHER THAN ITS OWN EXPENSES INCURRED IN CONNECTION
THEREWITH AND EXPENSES PAYABLE BY BORROWER IN ACCORDANCE WITH SECTION 12.5) AND
SHALL NOT RESULT IN ANY INCREASE IN BORROWER'S