BE RETAINED AND APPLIED BY LENDER IN ACCORDANCE WITH
SECTION 2.4.2 HEREOF (A "NET PROCEEDS PREPAYMENT").
IF SUCH NET PROCEEDS
PREPAYMENT SHALL BE EQUAL TO OR GREATER THAN FIVE MILLION AND 00/100 DOLLARS
($5,000,000.00), BORROWER SHALL HAVE THE RIGHT TO ELECT TO PREPAY THE
OUTSTANDING PRINCIPAL BALANCE OF THE LOAN (LESS THE NET PROCEEDS PREPAYMENT) FOR
THE PROPERTY (A "CASUALTY/CONDEMNATION PREPAYMENT") WITHOUT PAYMENT OF THE YIELD
MAINTENANCE PREMIUM UPON SATISFACTION OF THE FOLLOWING CONDITIONS:
(I) WITHIN
THIRTY (30) DAYS FOLLOWING THE DATE OF THE NET PROCEEDS PREPAYMENT, BORROWER
SHALL PROVIDE LENDER WITH WRITTEN NOTICE OF BORROWER'S INTENTION TO PAY THE NOTE
IN FULL (WITH A CREDIT FOR THE AMOUNT OF THE NET PROCEEDS PREPAYMENT), (II)
BORROWER SHALL PREPAY THE NOTE IN SUCH AMOUNT ON OR BEFORE THE THIRD (3RD)
PAYMENT DATE OCCURRING FOLLOWING THE DATE OF THE NET PROCEEDS PREPAYMENT
(PROVIDED THAT IF ANY SUCH PREPAYMENT IS MADE ON A DATE OTHER THAN A PAYMENT
DATE, BORROWER SHALL PAY LENDER ALL INTEREST WHICH WOULD HAVE ACCRUED ON THE
AMOUNT BEING PREPAID THROUGH THE NEXT PAYMENT DATE), AND (III) NO EVENT OF
DEFAULT SHALL EXIST ON THE DATE OF SUCH CASUALTY/CONDEMNATION PREPAYMENT.
NOTWITHSTANDING ANYTHING IN SECTION 6.2 OR SECTION 6.3 TO THE CONTRARY, BORROWER
SHALL HAVE NO OBLIGATION TO COMMENCE RESTORATION OF THE PROPERTY UPON DELIVERY
OF THE WRITTEN NOTICE SET FORTH IN CLAUSE (I) OF THE PRECEDING SENTENCE (UNLESS
BORROWER SUBSEQUENTLY SHALL FAIL TO SATISFY THE REQUIREMENT OF CLAUSE (II) OF
THE PRECEDING SENTENCE).
VII.
RESERVE FUNDS
SECTION 7.1
REQUIRED REPAIRS.
BORROWER
SHALL PERFORM THE REPAIRS AT THE PROPERTY, AS MORE PARTICULARLY SET FORTH ON
SCHEDULE III HERETO (SUCH REPAIRS HEREINAFTER REFERRED TO AS "REQUIRED
REPAIRS").
BORROWER SHALL COMPLETE THE REQUIRED REPAIRS ON OR BEFORE THE
REQUIRED DEADLINE FOR EACH REPAIR AS SET FORTH ON SCHEDULE III.
IT SHALL BE AN
EVENT OF DEFAULT UNDER THIS AGREEMENT IF BORROWER DOES NOT COMPLETE THE REQUIRED
REPAIRS AT THE PROPERTY BY THE REQUIRED DEADLINE FOR EACH REPAIR AS SET FORTH ON
SCHEDULE III; PROVIDED, HOWEVER, THAT LENDER IN ITS SOLE AND ABSOLUTE DISCRETION
MAY AGREE TO EXTEND THE TIME TO COMPLETE THE REQUIRED REPAIRS IF BORROWER,
DESPITE ITS GOOD FAITH EFFORTS, HAS FAILED TO COMPLETE THE REQUIRED REPAIRS
WITHIN SUCH PERIOD.
7.1.1
RELEASE OF REQUIRED REPAIR FUNDS.
LENDER SHALL
DISBURSE TO BORROWER ANY FUNDS DEPOSITED PURSUANT TO SECTION 7.1 (THE "REQUIRED
REPAIR FUNDS") FROM TIME TO TIME, BUT NOT MORE FREQUENTLY THAN ONCE IN ANY
THIRTY (30) DAY PERIOD, UPON SATISFACTION BY BORROWER OF EACH OF THE FOLLOWING
CONDITIONS:
(A) BORROWER SHALL SUBMIT A WRITTEN REQUEST FOR PAYMENT TO LENDER
AT
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LEAST FIFTEEN (15) DAYS PRIOR TO THE DATE ON WHICH BORROWER REQUESTS SUCH
PAYMENT BE MADE AND SPECIFIES THE REQUIRED REPAIRS TO BE PAID, (B) ON THE DATE
SUCH REQUEST IS RECEIVED BY LENDER AND ON THE DATE SUCH PAYMENT IS TO BE MADE,
NO EVENT OF DEFAULT SHALL EXIST AND REMAIN UNCURED, (C) LENDER SHALL HAVE
RECEIVED AN OFFICER'S CERTIFICATE (I) STATING THAT ALL REQUIRED REPAIRS (OR IN