MAINTAIN THE AVAILABILITY OF THE LIBOR LOAN OR TO AVOID OR REDUCE
SUCH INCREASED OR ADDITIONAL COSTS, PROVIDED THAT THE TRANSFER OR ASSIGNMENT OR
REDESIGNATION (A) WOULD NOT RESULT IN ANY ADDITIONAL COSTS, EXPENSES OR RISK TO
LENDER THAT ARE NOT REIMBURSED BY BORROWER AND (B) WOULD NOT BE DISADVANTAGEOUS
IN ANY OTHER RESPECT TO LENDER AS DETERMINED BY LENDER IN ITS SOLE DISCRETION.
2.2.5.
DEFAULT RATE.
IN THE EVENT THAT, AND FOR SO LONG AS, ANY EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE OUTSTANDING PRINCIPAL BALANCE
OF THE LOAN AND, TO THE EXTENT PERMITTED BY LAW, ALL ACCRUED AND UNPAID INTEREST
IN RESPECT OF THE LOAN AND ANY OTHER AMOUNTS DUE PURSUANT TO THE LOAN DOCUMENTS,
SHALL ACCRUE INTEREST AT THE DEFAULT RATE, CALCULATED FROM THE DATE SUCH PAYMENT
WAS DUE WITHOUT REGARD TO ANY GRACE OR CURE PERIODS CONTAINED HEREIN.
2.2.6.
USURY SAVINGS.
THIS AGREEMENT, THE NOTE AND THE OTHER LOAN
DOCUMENTS ARE SUBJECT TO THE EXPRESS CONDITION THAT AT NO TIME SHALL BORROWER BE
OBLIGATED OR REQUIRED TO PAY INTEREST ON THE PRINCIPAL BALANCE OF THE LOAN AT A
RATE WHICH COULD SUBJECT LENDER TO EITHER CIVIL OR CRIMINAL LIABILITY AS A
RESULT OF BEING IN EXCESS OF THE MAXIMUM LEGAL RATE.
IF, BY THE TERMS OF THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS, BORROWER IS AT ANY TIME REQUIRED OR
OBLIGATED TO PAY INTEREST ON THE PRINCIPAL BALANCE DUE HEREUNDER AT A RATE IN
EXCESS OF THE MAXIMUM LEGAL RATE, THE APPLICABLE INTEREST RATE OR THE DEFAULT
RATE, AS THE CASE MAY BE, SHALL BE DEEMED TO BE IMMEDIATELY REDUCED TO THE
MAXIMUM LEGAL RATE AND ALL PREVIOUS PAYMENTS IN EXCESS OF THE MAXIMUM LEGAL RATE
SHALL BE DEEMED TO HAVE BEEN PAYMENTS IN REDUCTION OF PRINCIPAL AND NOT ON
ACCOUNT OF THE INTEREST DUE HEREUNDER.
ALL SUMS PAID OR AGREED TO BE PAID TO
LENDER FOR THE USE, FORBEARANCE, OR DETENTION OF THE SUMS DUE UNDER THE LOAN,
SHALL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE AMORTIZED, PRORATED,
ALLOCATED, AND SPREAD THROUGHOUT THE FULL STATED TERM OF THE LOAN UNTIL PAYMENT
IN FULL SO THAT THE RATE OR AMOUNT OF INTEREST ON ACCOUNT OF THE LOAN DOES NOT
EXCEED THE MAXIMUM LEGAL RATE OF INTEREST FROM TIME TO TIME IN EFFECT AND
APPLICABLE TO THE LOAN FOR SO LONG AS THE LOAN IS OUTSTANDING.
2.2.7.
INTEREST RATE CAP AGREEMENT.
65
(A)
PRIOR TO OR CONTEMPORANEOUSLY WITH THE CLOSING DATE, BORROWER
SHALL ENTER INTO AN INTEREST RATE CAP AGREEMENT WITH A LIBOR STRIKE PRICE EQUAL
TO THE STRIKE PRICE.
THE INTEREST RATE CAP AGREEMENT (I) SHALL BE IN A FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO LENDER, (II) SHALL BE WITH AN ACCEPTABLE
COUNTERPARTY, (III) SHALL DIRECT SUCH ACCEPTABLE COUNTERPARTY TO DEPOSIT
DIRECTLY INTO THE COLLECTION ACCOUNT ANY AMOUNTS DUE BORROWER UNDER SUCH
INTEREST RATE CAP AGREEMENT SO LONG AS ANY PORTION OF THE DEBT EXISTS,
(IV) SHALL BE FOR A PERIOD EQUAL TO THE THEN TERM OF THE LOAN AND (V)