set forth in Section 9.2(a)
hereof.
"Terrorism Coverage" shall have the meaning set forth in Section 7.1(k) hereof.
"Title Insurance Policy" shall mean that certain ALTA mortgagee title insurance
policy issued with respect to the Property and insuring the lien of the Security
Instrument.
"Tranche" shall mean each portion or component of the Loan designated by
Borrower to Lender in a Notice of Borrowing or Notice of Continuation, as the
case may be.
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"Transfer Authorizer Designation Form" shall mean a form substantially in the
form of Exhibit E
attached hereto and made a part hereof to be delivered to
Administrative Agent on the date hereof, as the same may be amended, restated or
modified from time to time with the prior written approval of Administrative
Agent.
"TRIA" shall have the meaning set forth in Section 7.1(k) hereof.
"UCC" or "Uniform Commercial Code" shall mean the Uniform Commercial Code as in
effect in the State of New York.
"Wells Fargo" shall mean Wells Fargo Bank, National Association, in its
individual capacity.
"Work Charge" shall have the meaning set forth in Section 4.16(a) hereof.
SECTION 1.2
PRINCIPLES OF CONSTRUCTION.
ALL REFERENCES TO SECTIONS,
EXHIBITS AND SCHEDULES ARE TO SECTIONS, EXHIBITS AND SCHEDULES IN OR TO THIS
AGREEMENT UNLESS OTHERWISE SPECIFIED.
ALL USES OF THE WORD "INCLUDING" SHALL
MEAN "INCLUDING, WITHOUT LIMITATION" UNLESS THE CONTEXT SHALL INDICATE
OTHERWISE.
UNLESS OTHERWISE SPECIFIED, THE WORDS "HEREOF", "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER
TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT.
UNLESS OTHERWISE SPECIFIED, ALL MEANINGS ATTRIBUTED TO DEFINED TERMS
HEREIN SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF THE
TERMS SO DEFINED.
ARTICLE II - GENERAL TERMS
SECTION 2.1
LOAN COMMITMENT; DISBURSEMENT TO BORROWER.
SECTION 2.2
THE LOAN.
SUBJECT TO AND UPON THE TERMS AND CONDITIONS
SET FORTH HEREIN, LENDERS HEREBY AGREE TO MAKE AND BORROWER HEREBY AGREES TO
ACCEPT THE LOAN ON THE CLOSING DATE.
THE BORROWER MAY FROM TIME TO TIME
DESIGNATE BY NOTICE TO ADMINISTRATIVE AGENT (WHICH SHALL BE PURSUANT TO A NOTICE
OF BORROWING ON THE CLOSING DATE OR A NOTICE OF CONTINUATION THEREAFTER) MORE
THAN ONE (1) TRANCHE OF THE LOAN, BUT IN NO EVENT SHALL THERE BE MORE THAN FIVE
(5) TRANCHES OF THE LOAN.
EACH TRANCHE SHALL BE IN AN AGGREGATE MINIMUM AMOUNT
OF $5,000,000 AND INTEGRAL MULTIPLES OF $1,000,000 IN EXCESS OF THAT AMOUNT.
SECTION 2.3
DISBURSEMENT TO BORROWER.
BORROWER MAY REQUEST AND
RECEIVE ONLY ONE BORROWING HEREUNDER IN RESPECT OF THE LOAN AND ANY AMOUNT
BORROWED AND REPAID HEREUNDER IN RESPECT OF THE LOAN MAY NOT BE RE-BORROWED.
SECTION 2.4
THE NOTE AND THE OTHER LOAN DOCUMENTS.
THE LOAN SHALL BE
EVIDENCED BY THE NOTE AND THIS AGREEMENT AND SECURED BY THIS AGREEMENT, THE
SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS.
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SECTION 2.5
INTEREST RATE.
(A)
GENERALLY.
INTEREST ON THE OUTSTANDING PRINCIPAL BALANCE OF
THE LOAN SHALL ACCRUE FROM AND INCLUDING THE