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Requirements as provided below or (ii) Lender as provided below upon New Borrower's failure to satisfy the Payup Requirements on the Paydown Date. (d) Borrower may exercise its Paydown Right upon completion of the following (the "Paydown Requirements "): (1) Borrower shall have delivered the Paydown Notice to the Lender as required above; (2) Borrower shall have deposited with an escrow agent (the "Escrow Agent") (which shall be a title insurance company selected by Borrower and reasonably acceptable to the Lender) for the benefit of the Lender, the Total Paydown Amount, which shall be subject to the lien of this Security Instrument; (3) Borrower and the beneficial owner of Borrower shall have complied with all of the terms and conditions set forth in this Security Instrument with respect to the Sale of the Property or the Transfer of the Beneficial Interest; (4) Borrower shall have paid or reimbursed Lender for all reasonable out-af- pocket expenses (including, without limitation, reasonable attorneys' fees) incurred by the Lender in connection, with the execution, review, approval and documentation of the exercise of the Paydown Right. Lender and Borrower agree that they shall each treat Borrower's payment to the Lender of the Paydown Amount, the Interim Interest Fee and the Interest Accrual, as a payment by Borrower to the Lender of the corresponding amounts of principal and accrued interest on the Note. Upon satisfaction of the Paydown Requirements by Borrower, the Escraw Agent shall hold and invest the Total Paydown Amount in a Permitted Investment (hereinafter defined). As used herein, "Permitted Investments" shall mean any of the following which are not shown with an "r" designation in its Standard & Poor's Rating Services rating: (A) direct obligations of, or obligations guaranteed as to timely payment of principal and interest by, the United States of America ("USA") or any agency or instrumentality thereof provided that such obligations are backed by the full faith and credit of the USA and provided that no such investment shall be purchased at a premium to its face value (disregarding interest accrued to the date of acquisition) and that no such investment shall have a maturity later than the earlier of (i) the business day before the proceeds of such investment are anticipated to be needed pursuant to this Security Instrument or (ii) ninety (90) days from the date of acquisition; and (B) repurchase obligations with respect to any security described in clause (A) above entered into with a depositary institution or trust company (acting as principal) whose long-term unsecured debt obligations have received one of the two highest -29-