THE
LOAN IS TRANSFERRED TO A TRANSFEREE WHICH IS ORGANIZED UNDER THE LAWS OF ANY
JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA OR ANY STATE THEREOF, THE
TRANSFEROR SHALL CAUSE SUCH TRANSFEREE, CONCURRENTLY WITH THE EFFECTIVENESS OF
SUCH TRANSFER, TO FURNISH TO THE TRANSFEROR AND BORROWER EITHER A UNITED STATES
INTERNAL REVENUE SERVICE FORM 4224 OR UNITED STATES INTERNAL REVENUE SERVICE
FORM 1001 (WHEREIN SUCH TRANSFEREE CLAIMS ENTITLEMENT TO COMPLETE EXEMPTION FROM
UNITED STATES FEDERAL WITHHOLDING TAX ON ALL INTEREST PAYMENTS HEREUNDER);
PROVIDED, HOWEVER, THAT IN THE EVENT THAT THE TRANSFEROR FAILS TO CAUSE THE
TRANSFEREE TO FURNISH EITHER SUCH FORM, BORROWER SHALL DEDUCT ANY APPLICABLE
TAXES TO THE EXTENT REQUIRED BY LAW AND PAYMENTS SHALL BE MADE NET OF ANY
APPLICABLE TAXES WITHOUT REGARD TO THE PROVISIONS OF CLAUSE (I) OF THE SECOND
SENTENCE OF THIS SECTION 2.2.5.
2.2.6
NEW PAYMENT DATE.
LENDER SHALL HAVE THE RIGHT, TO BE EXERCISED NOT
MORE THAN ONCE DURING THE TERM OF THE LOAN, TO CHANGE THE PAYMENT DATE TO A DATE
OTHER THAN THE NINTH DAY OF EACH MONTH (A "NEW PAYMENT DATE"), ON 30 DAYS'
WRITTEN NOTICE TO BORROWER; PROVIDED, HOWEVER, THAT ANY SUCH CHANGE IN THE
PAYMENT DATE: (I) SHALL NOT MODIFY THE AMOUNT OF REGULARLY SCHEDULED MONTHLY
INTEREST PAYMENTS, EXCEPT THAT THE FIRST PAYMENT OF INTEREST PAYABLE ON THE NEW
PAYMENT DATE SHALL BE ACCOMPANIED BY INTEREST AT THE INTEREST RATE HEREIN
PROVIDED FOR THE
25
PERIOD FROM THE PAYMENT DATE IN THE MONTH IN WHICH THE NEW PAYMENT DATE FIRST
OCCURS TO THE NEW PAYMENT DATE, AND (II) SHALL EXTEND THE STATED MATURITY DATE
TO THE NEW PAYMENT DATE OCCURRING IN THE MONTH SET FORTH IN THE DEFINITION OF
STATED MATURITY DATE.
2.3
LOAN REPAYMENT.
2.3.1
REPAYMENT.
BORROWER SHALL REPAY THE ENTIRE OUTSTANDING PRINCIPAL
BALANCE OF THE NOTE IN FULL ON THE MATURITY DATE, TOGETHER WITH INTEREST THEREON
TO (BUT EXCLUDING) THE DATE OF REPAYMENT AND ANY OTHER AMOUNTS DUE AND OWING
UNDER THE LOAN DOCUMENTS.
BORROWER SHALL HAVE NO RIGHT TO PREPAY ALL OR ANY
PORTION OF THE PRINCIPAL EXCEPT IN ACCORDANCE WITH SECTION 2.2.5, SECTION 2.3.2,
SECTION 2.3.4 AND SECTION 2.4 HEREOF.
EXCEPT DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT, ALL PROCEEDS OF ANY REPAYMENT, INCLUDING ANY PREPAYMENTS OF THE
LOAN, SHALL BE APPLIED BY LENDER AS FOLLOWS IN THE FOLLOWING ORDER OF PRIORITY:
FIRST, ACCRUED AND UNPAID INTEREST AT THE INTEREST RATE TOGETHER WITH ALL
INTEREST THAT WOULD BE DUE THROUGH THE END OF THE CURRENT INTEREST PERIOD;
SECOND, TO PRINCIPAL; AND THIRD, TO ANY OTHER AMOUNTS THEN DUE AND OWING UNDER
THE LOAN DOCUMENTS.
IF PRIOR TO JUNE 14, 2008 THE DEBT IS ACCELERATED BY REASON
OF AN EVENT OF DEFAULT, THEN LENDER SHALL BE ENTITLED TO RECEIVE, IN ADDITION TO
THE UNPAID PRINCIPAL AND ACCRUED INTEREST AND OTHER SUMS DUE UNDER THE LOAN
DOCUMENTS, AN AMOUNT EQUAL TO THE SPREAD MAINTENANCE PREMIUM.
DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, ALL PROCEEDS OF REPAYMENT, INCLUDING ANY
PAYMENT OR RECOVERY ON