UNLESS OTHERWISE
SPECIFIED.
ALL ACCOUNTING TERMS NOT SPECIFICALLY DEFINED HEREIN SHALL BE
CONSTRUED IN ACCORDANCE WITH GAAP.
WHEN USED HEREIN, THE TERM "FINANCIAL
STATEMENTS" SHALL INCLUDE THE NOTES AND SCHEDULES THERETO UNLESS OTHERWISE
SPECIFIED.
UNLESS OTHERWISE SPECIFIED HEREIN OR THEREIN, ALL TERMS DEFINED IN
THIS AGREEMENT SHALL HAVE THE DEFINITIONS GIVEN THEM IN THIS AGREEMENT WHEN USED
IN ANY OTHER LOAN DOCUMENT OR IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR
DELIVERED PURSUANT THERETO.
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.
ANY
REFERENCE IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT TO ANY LOAN DOCUMENT
SHALL BE DEEMED TO INCLUDE REFERENCES TO SUCH DOCUMENTS AS THE SAME MAY
HEREAFTER BE AMENDED, MODIFIED, SUPPLEMENTED, EXTENDED, CONSOLIDATED, REPLACED
AND/OR RESTATED FROM TIME TO TIME (AND, IN THE CASE OF ANY NOTE OR OTHER
INSTRUMENT, TO ANY INSTRUMENT ISSUED IN SUBSTITUTION THEREFOR).
ARTICLE II
GENERAL TERMS
SECTION 2.1
LOAN.
2.1.1
THE LOAN.
SUBJECT TO AND UPON THE TERMS AND CONDITIONS SET FORTH HEREIN,
LENDER HEREBY AGREES TO MAKE AND BORROWER HEREBY AGREES TO ACCEPT THE LOAN ON
THE CLOSING DATE.
2.1.2
SINGLE DISBURSEMENT TO BORROWER.
BORROWER SHALL 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 REBORROWED.
2.1.3
THE NOTE, MORTGAGE AND LOAN DOCUMENTS.
THE LOAN SHALL BE EVIDENCED BY
THE NOTE AND SECURED BY THE MORTGAGE, THE ASSIGNMENT OF LEASES, THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.
2.1.4
USE OF PROCEEDS.
BORROWER SHALL USE THE PROCEEDS OF THE LOAN TO REPAY
AND DISCHARGE ANY EXISTING MORTGAGE LOANS SECURED BY THE PROPERTY.
2.1.5
LOAN TERM.
THE TERM OF THE LOAN SHALL COMMENCE ON THE CLOSING DATE AND
SHALL END ON THE MATURITY DATE.
29
SECTION 2.2
INTEREST.
2.2.1
APPLICABLE INTEREST RATE.
THE PRINCIPAL AMOUNT SHALL BEAR INTEREST, AS
PROVIDED BELOW, AT THE APPLICABLE INTEREST RATE FROM TIME TO TIME IN EFFECT
BASED UPON THE LIBOR RATE OR WHEN SPECIFICALLY SO PROVIDED IN THIS AGREEMENT,
BASED UPON THE REFERENCE RATE PLUS
THE SPREAD.
2.2.2
INTEREST CALCULATION.
INTEREST ON THE PRINCIPAL AMOUNT SHALL BE
CALCULATED BY MULTIPLYING
(A) THE ACTUAL NUMBER OF DAYS ELAPSED IN THE PERIOD
FOR WHICH THE CALCULATION IS BEING MADE BY (B) A DAILY RATE BASED ON A THREE
HUNDRED SIXTY (360) DAY YEAR (THAT IS, THE APPLICABLE INTEREST RATE OR THE
DEFAULT RATE, AS THEN APPLICABLE, EXPRESSED AS AN ANNUAL RATE DIVIDED BY 360) BY
(C) THE PRINCIPAL AMOUNT.
2.2.3
DETERMINATION OF APPLICABLE INTEREST RATE.
(A)
ANY CHANGE IN THE RATE
OF INTEREST HEREUNDER DUE TO A CHANGE IN THE