OR MANDATORY) OF THE LOAN ON A DAY THAT IS NOT A
PAYMENT DATE, INCLUDING, WITHOUT LIMITATION, SUCH LOSS OR EXPENSE ARISING FROM
INTEREST OR FEES PAYABLE BY LENDER TO LENDERS OF FUNDS OBTAINED BY IT IN ORDER
TO MAINTAIN THE EURODOLLAR RATE HEREUNDER AND (III) THE CONVERSION (FOR ANY
REASON WHATSOEVER, WHETHER VOLUNTARY OR INVOLUNTARY) OF THE INTEREST RATE FROM
THE EURODOLLAR RATE TO THE ADJUSTED PRIME RATE WITH RESPECT TO ANY PORTION OF
THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOAN THEN BEARING INTEREST AT THE
EURODOLLAR RATE ON A DATE OTHER THAN THE PAYMENT DATE IMMEDIATELY FOLLOWING THE
LAST DAY
24
OF AN INTEREST PERIOD, INCLUDING, WITHOUT LIMITATION, SUCH LOSS OR EXPENSES
ARISING FROM INTEREST OR FEES PAYABLE BY LENDER TO LENDERS OF FUNDS OBTAINED BY
IT IN ORDER TO MAINTAIN THE EURODOLLAR RATE
HEREUNDER (THE AMOUNTS REFERRED TO
IN CLAUSES (I), (II) AND (III) ARE HEREIN REFERRED TO COLLECTIVELY AS THE
"BREAKAGE COSTS").
THIS PROVISION SHALL SURVIVE PAYMENT OF THE NOTE AND THE
SATISFACTION OF ALL OTHER OBLIGATIONS OF BORROWER UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
2.2.4
DEFAULT RATE.
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, THE ENTIRE UNPAID DEBT SHALL BEAR INTEREST AT THE DEFAULT
RATE, AND SHALL BE PAYABLE UPON DEMAND FROM TIME TO TIME, TO THE EXTENT
PERMITTED BY APPLICABLE LAW.
2.2.5
TAXES.
ANY AND ALL PAYMENTS BY BORROWER HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS SHALL BE MADE FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR
ANY AND ALL PRESENT OR FUTURE TAXES, LEVIES, IMPOSTS, DEDUCTIONS, CHARGES OR
WITHHOLDINGS, AND ALL LIABILITIES WITH RESPECT THERETO, EXCLUDING TAXES IMPOSED
ON LENDER'S INCOME, AND FRANCHISE TAXES IMPOSED ON LENDER BY THE LAW OR
REGULATION OF ANY GOVERNMENTAL AUTHORITY (ALL SUCH NON-EXCLUDED TAXES, LEVIES,
IMPOSTS, DEDUCTIONS, CHARGES, WITHHOLDINGS AND LIABILITIES BEING HEREINAFTER
REFERRED TO IN THIS SECTION 2.2.5 AS "APPLICABLE TAXES").
IF BORROWER SHALL BE
REQUIRED BY LAW TO DEDUCT ANY APPLICABLE TAXES FROM OR IN RESPECT OF ANY SUM
PAYABLE HEREUNDER TO LENDER, THE FOLLOWING SHALL APPLY:
(I) THE SUM PAYABLE
SHALL BE INCREASED AS MAY BE NECESSARY SO THAT AFTER MAKING ALL REQUIRED
DEDUCTIONS (INCLUDING DEDUCTIONS APPLICABLE TO ADDITIONAL SUMS PAYABLE UNDER
THIS SECTION 2.2.5), LENDER RECEIVES AN AMOUNT EQUAL TO THE SUM IT WOULD HAVE
RECEIVED HAD NO SUCH DEDUCTIONS BEEN MADE, (II) BORROWER SHALL MAKE SUCH
DEDUCTIONS AND (III) BORROWER SHALL PAY THE FULL AMOUNT DEDUCTED TO THE RELEVANT
TAXATION AUTHORITY OR OTHER AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW.
PAYMENTS PURSUANT TO THIS SECTION 2.2.5 SHALL BE MADE WITHIN TEN DAYS AFTER THE
DATE LENDER MAKES WRITTEN DEMAND THEREFOR.
IF THE AMOUNTS PAYABLE HEREUNDER
RELATE TO APPLICABLE TAXES WHICH ARE NOT OF GENERAL APPLICATION TO LENDING
INSTITUTIONS MAKING SECURED MORTGAGE LOANS AT SUCH TIME, BORROWER SHALL HAVE THE
OPTION TO PREPAY THE LOAN IN FULL WITHOUT ANY SPREAD MAINTENANCE PREMIUM UNLESS
LENDER, AT ITS OPTION, ELECTS NOT TO REQUIRE BORROWER TO PAY SUCH APPLICABLE
TAXES PURSUANT TO THIS SECTION 2.2.5.
NOTWITHSTANDING THE FOREGOING, IF