DOCUMENTS) OR ANY LAW,
REGULATION OR CONTRACTUAL RESTRICTION BINDING ON OR AFFECTING IT OR ITS
PROPERTY;
(III)
ALL CONSENTS, AUTHORIZATIONS AND APPROVALS
REQUIRED FOR THE EXECUTION AND DELIVERY BY THE COUNTERPARTY OF SUCH INTEREST
RATE CAP AGREEMENT, AND ANY OTHER AGREEMENT WHICH THE COUNTERPARTY HAS EXECUTED
AND DELIVERED PURSUANT THERETO, AND THE PERFORMANCE OF ITS OBLIGATIONS
THEREUNDER HAVE BEEN OBTAINED AND REMAIN IN FULL FORCE AND EFFECT, ALL
CONDITIONS THEREOF HAVE BEEN DULY COMPLIED WITH, AND NO OTHER ACTION BY, AND NO
NOTICE TO OR FILING WITH ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY IS
REQUIRED FOR SUCH EXECUTION, DELIVERY OR PERFORMANCE; AND
(IV)
SUCH INTEREST RATE CAP AGREEMENT, AND ANY
OTHER AGREEMENT WHICH THE COUNTERPARTY HAS EXECUTED AND DELIVERED PURSUANT
THERETO, HAS BEEN DULY EXECUTED AND DELIVERED BY THE COUNTERPARTY AND
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE COUNTERPARTY,
ENFORCEABLE AGAINST THE COUNTERPARTY IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
APPLICABLE BANKRUPTCY, INSOLVENCY AND SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY, AND SUBJECT, AS TO ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR AT
LAW).
63
(F)
AT SUCH TIME AS THE LOAN IS REPAID IN
FULL, ALL OF LENDER'S RIGHT, TITLE AND INTEREST IN ALL INTEREST RATE CAP
AGREEMENTS SHALL TERMINATE AND LENDER SHALL, AT BORROWERS' REASONABLE EXPENSE,
PROMPTLY EXECUTE AND DELIVER SUCH DOCUMENTS AS MAY BE REASONABLY REQUIRED AND
PREPARED BY THE COUNTERPARTY AND/OR BORROWERS TO EVIDENCE RELEASE OF EACH
INTEREST RATE CAP AGREEMENT.
Section 2.3
Loan Payment.
2.3.1
Payments Generally.
Borrowers shall pay to Lender on
each Payment Date the interest accrued on the Loan for the preceding Interest
Period (the "Monthly Interest Payment"), except that Borrowers shall pay to
Lender an amount equal to the interest accrued on the Outstanding Principal
Balance for the initial Interest Period on the Closing Date.
For purposes of
making payments hereunder, but not for purposes of calculating Interest Periods,
if the day on which such payment is due is not a Business Day, then amounts due
on such date shall be due on the immediately preceding Business Day.
With
respect to payments of principal due on the Maturity Date, interest shall be
payable at the Applicable Interest Rate or the Default Rate, as the case may be,
through and including the day immediately preceding such Maturity Date.
All
amounts due pursuant to this Agreement and the other Loan Documents shall be
payable without setoff, counterclaim, defense or any other deduction whatsoever,
except as otherwise expressly provided in Section 2.2.3(e) hereof.
Lender shall have the right from time to time, in its sole discretion, upon not
less than ten (10) days prior written notice to Borrowers, to change the monthly
Payment Date to a different calendar day and to correspondingly adjust the
Interest Period and Lender and Borrowers shall promptly execute an amendment to
this Agreement to evidence any such changes.
2.3.2
Payment on Maturity Date.
Borrowers shall pay to
Lender on the Maturity Date the Outstanding Principal Balance,