SECTION 4(B) TO PURCHASE U.S.
OBLIGATIONS.
(II)
IF ANY NOTICE OF DEFEASANCE IS GIVEN, MAKER SHALL BE REQUIRED TO
DEFEASE THE LOAN ON THE DEFEASANCE RELEASE DATE (UNLESS SUCH NOTICE IS REVOKED
IN WRITING BY MAKER PRIOR TO THE DATE SPECIFIED THEREIN IN WHICH EVENT MAKER
SHALL IMMEDIATELY REIMBURSE HOLDER FOR ANY REASONABLE COSTS INCURRED BY HOLDER
IN CONNECTION WITH MAKER'S GIVING OF SUCH NOTICE AND REVOCATION).
(III)
IN CONNECTION WITH A DEFEASANCE OF THE LOAN, MAKER MAY ASSIGN TO
SUCH OTHER ENTITY OR ENTITIES ESTABLISHED OR DESIGNATED BY MAKER AND APPROVED BY
HOLDER IN ITS REASONABLE DISCRETION (THE "SUCCESSOR OBLIGOR") ALL OF MAKER'S
OBLIGATIONS UNDER THIS NOTE, THE OTHER LOAN DOCUMENTS AND THE SECURITY AGREEMENT
TOGETHER WITH THE PLEDGED U.S. OBLIGATIONS.
THE SUCCESSOR OBLIGOR SHALL ASSUME,
IN A WRITING OR WRITINGS REASONABLY SATISFACTORY TO HOLDER, ALL OF MAKER'S
OBLIGATIONS UNDER THIS NOTE, THE OTHER LOAN DOCUMENTS AND THE SECURITY AGREEMENT
AND, UPON SUCH ASSIGNMENT MAKER SHALL, EXCEPT AS SET FORTH HEREIN, BE RELIEVED
OF ITS OBLIGATIONS HEREUNDER.
IF A SUCCESSOR OBLIGOR ASSUMES ALL OR ANY PART OF
MAKER'S OBLIGATIONS, HOLDER MAY REQUIRE AS A CONDITION TO SUCH DEFEASANCE, SUCH
ADDITIONAL LEGAL OPINIONS FROM MAKER'S COUNSEL AS HOLDER REASONABLY DEEMS
NECESSARY TO CONFIRM THE VALID CREATION AND
3
AUTHORITY OF THE SUCCESSOR OBLIGOR, THE ASSIGNMENT AND ASSUMPTION OF THE LOAN,
THE SECURITY AGREEMENT AND THE PLEDGED U.S. OBLIGATIONS BETWEEN MAKER AND
SUCCESSOR OBLIGOR, AND THE ENFORCEABILITY OF THE ASSIGNMENT DOCUMENTS AND OF THE
LOAN DOCUMENTS AS THE OBLIGATION OF SUCCESSOR OBLIGOR.
NOTWITHSTANDING THE
FOREGOING OR ANYTHING ELSE IN THIS SECTION 4(B), NOTHING IN THIS SECTION 4(B)
SHALL RELEASE MAKER FROM ANY LIABILITY OR OBLIGATION RELATING TO ANY
ENVIRONMENTAL MATTERS ARISING UNDER ARTICLE 9 OF THE LOAN AGREEMENT.
(C)
EXCEPT AS SPECIFICALLY SET FORTH IN SECTIONS 2, 4(A) AND 4(B)
ABOVE, OR IN SECTIONS 7.6(C) OR 12.28 OF THE LOAN AGREEMENT, UPON ANY OTHER
REPAYMENT OF THE PRINCIPAL INDEBTEDNESS (INCLUDING IN CONNECTION WITH AN
ACCELERATION OF THE LOAN), MAKER SHALL PAY TO HOLDER ON THE DATE OF SUCH
REPAYMENT, THE AMOUNT THAT, WHEN ADDED TO THE AMOUNT OTHERWISE BEING REPAID
WOULD BE SUFFICIENT TO PURCHASE U.S. OBLIGATIONS THAT SATISFY THE REQUIREMENTS
OF SECTION 4(B) ABOVE (THE "YIELD MAINTENANCE PREMIUM"); PROVIDED, HOWEVER,
UNDER NO CIRCUMSTANCES SHALL THE YIELD MAINTENANCE PREMIUM BE LESS THAN ZERO.
ALL YIELD MAINTENANCE PREMIUM PAYMENTS HEREUNDER SHALL BE DEEMED EARNED BY
HOLDER UPON THE FUNDING OF THE LOAN, SHALL BE REQUIRED WHETHER PAYMENT IS MADE
BY MAKER OR ANY OTHER PERSON, AND MAY BE INCLUDED IN ANY BID BY HOLDER AT A
FORECLOSURE SALE.
MAKER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 4 WERE
INDEPENDENTLY BARGAINED FOR AND CONSTITUTE A SPECIFIC MATERIAL PART OF THE
CONSIDERATION GIVEN BY MAKER TO HOLDER FOR THE MAKING OF THE LOAN.
5.
METHOD AND PLACE OF PAYMENTS; APPLICATION OF PAYMENTS; MAKER
OBLIGATIONS ABSOLUTE.
(A)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, ALL PAYMENTS
UNDER THIS NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE MADE TO HOLDER NOT LATER
THAN 2:00 P.M., NEW