DUE THEREUNDER PAID IN FULL.
SUCH REPAYMENT WILL BE
APPLIED TO THE OUTSTANDING TERM LOANS AND TERM LOAN COLLATERAL IN ACCORDANCE
WITH SECTION 2.10(A)(II); PROVIDED, HOWEVER, THAT A REPAYMENT IN FULL OF A
SPECIFIC TERM LOAN WILL BE APPLIED TO THE TERM LOAN COLLATERAL SECURING SUCH
LOAN.
AMOUNTS REPAID OR PREPAID ON THE TERM LOAN MAY NOT BE REBORROWED.
ANY
REPAYMENT HEREUNDER WILL BE APPLIED TO THE OUTSTANDING TERM LOANS IN ACCORDANCE
WITH SECTION 2.7(B)(V)(1)(A) UNTIL THE OUTSTANDING PRINCIPAL AMOUNT OF THE TERM
LOANS HAS BEEN PAID IN FULL.
(C)
INTEREST ON THE TERM LOAN.
SUBJECT TO THE
PROVISIONS OF SECTION 2.8, THE TERM LOAN SHALL BEAR INTEREST AT A PER ANNUM RATE
EQUAL TO THE SUM OF THE LIBOR RATE PLUS THE APPLICABLE PERCENTAGE.
INTEREST ON
THE TERM LOAN SHALL BE PAYABLE IN ARREARS ON EACH PAYMENT DATE.
(D)
TERM LOAN NOTES; COVENANT TO PAY.
THE
BORROWERS' OBLIGATION TO PAY EACH TERM LOAN LENDER SHALL BE EVIDENCED BY THIS
AGREEMENT AND, UPON SUCH TERM LOAN LENDER'S REQUEST, BY A DULY EXECUTED
PROMISSORY NOTE OF THE BORROWERS TO SUCH TERM LOAN LENDER IN SUBSTANTIALLY THE
FORM OF EXHIBIT 2.2(D).
THE BORROWERS COVENANT AND AGREE TO PAY THE TERM LOAN
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(E)
CONFIRMATIONS.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS SECTION 2.2 AND NOTWITHSTANDING ANY ORAL OR VERBAL APPROVAL
OF AN EXTENSION OF CREDIT BY THE ADMINISTRATIVE AGENT, NO EXTENSION OF CREDIT
SHALL BE DEEMED APPROVED UNTIL A CONFIRMATION OR REVISED CONFIRMATION, AS
APPLICABLE, HAS BEEN EXECUTED BY THE ADMINISTRATIVE AGENT.
EACH PLEDGE OF A
MORTGAGE ASSET, REGARDLESS OF WHETHER A LOAN IS MADE TO THE BORROWERS IN
CONNECTION THEREWITH, SHALL BE EVIDENCED BY A CONFIRMATION.
EACH CONFIRMATION,
TOGETHER WITH THIS AGREEMENT, SHALL CONSTITUTE CONCLUSIVE EVIDENCE OF THE TERMS
AGREED BETWEEN THE ADMINISTRATIVE AGENT AND THE APPLICABLE BORROWER WITH RESPECT
TO THE TERM LOAN TO WHICH THE CONFIRMATION RELATES, AND THE APPLICABLE
BORROWER'S ACCEPTANCE OF THE RELATED PROCEEDS SHALL CONSTITUTE THE APPLICABLE
BORROWER'S AGREEMENT TO THE TERMS OF SUCH CONFIRMATION.
IT IS THE INTENTION OF
THE PARTIES THAT EACH CONFIRMATION SHALL NOT BE SEPARATE FROM THIS AGREEMENT BUT
SHALL BE MADE A PART OF THIS AGREEMENT.
TO THE EXTENT OF A CONFLICT BETWEEN
THIS AGREEMENT AND THE RELATED CONFIRMATION, THE CONFIRMATION SHALL CONTROL.
SECTION 2.3
LETTERS OF CREDIT.
(A)
L/C COMMITMENT.
(I)
EACH LETTER OF CREDIT SET FORTH ON
SCHEDULE 2.3(A) ISSUED FOR THE ACCOUNT OF THE BORROWERS PRIOR TO THE CLOSING
DATE SHALL BE DEEMED TO BE A LETTER OF CREDIT ISSUED UNDER THIS AGREEMENT.
THE
ISSUERS OF SUCH LETTERS OF CREDIT SHALL BE DEEMED TO BE "ISSUING LENDERS" UNDER
THIS AGREEMENT.
(II)
EACH LETTER OF CREDIT SHALL EXPIRE NO
LATER THAN THE MATURITY DATE; PROVIDED THAT, ANY LETTER OF CREDIT MAY EXPIRE
AFTER THE MATURITY DATE THEN IN EFFECT IF SUCH LETTERS OF CREDIT
40
EITHER (A) HAVE BEEN CASH COLLATERALIZED PRIOR TO THE CLOSING DATE AND ARE ON
SCHEDULE 2.3(B), WHICH SCHEDULE SHALL INCLUDE A DESCRIPTION OF THE SCHEDULED
AMORTIZATION,