REASONABLE DETAIL THE BASIS FOR
CALCULATING THE ADDITIONAL AMOUNTS OWED TO LENDER UNDER THIS SECTION 2.3(F),
WHICH STATEMENT SHALL BE CONCLUSIVE AND BINDING UPON ALL PARTIES HERETO ABSENT
MANIFEST ERROR.
(VII)
WITHIN FIFTEEN (15) DAYS AFTER REQUEST BY LENDER
(OR AT THE TIME OF ANY PREPAYMENT), BORROWER SHALL PAY TO LENDER SUCH AMOUNT OR
AMOUNTS AS WILL COMPENSATE LENDER FOR ANY LOSS, COST, EXPENSE, PENALTY, CLAIM OR
LIABILITY, INCLUDING ANY LOSS INCURRED IN OBTAINING, PREPAYING, LIQUIDATING OR
EMPLOYING DEPOSITS OR OTHER FUNDS FROM THIRD PARTIES AND ANY LOSS OF YIELD, AS
DETERMINED BY LENDER IN ITS JUDGMENT REASONABLY EXERCISED, INCURRED BY IT WITH
RESPECT TO THE LOAN AS A RESULT OF THE PAYMENT OR PREPAYMENT OF ANY AMOUNT ON A
DATE OTHER THAN THE DATE SUCH AMOUNT IS REQUIRED OR PERMITTED TO BE PAID OR
PREPAID; PROVIDED THAT LENDER DELIVERS TO BORROWER A CERTIFICATE AS TO THE
AMOUNTS OF SUCH COSTS DESCRIBED HEREIN, WHICH CERTIFICATE SHALL BE CONCLUSIVE IN
THE ABSENCE OF MANIFEST ERROR.
LENDER SHALL HAVE NO OBLIGATION TO PURCHASE,
SELL AND/OR MATCH FUNDS IN CONNECTION WITH THE FUNDING OR MAINTAINING OF THE
LOAN OR ANY PORTION THEREOF.
THE OBLIGATIONS OF BORROWER UNDER THIS
SECTION SHALL SURVIVE ANY TERMINATION OF THE LOAN DOCUMENTS AND PAYMENT OF THE
NOTE AND SHALL NOT BE WAIVED BY ANY DELAY BY LENDER IN SEEKING SUCH
COMPENSATION.
(VIII)
ALL PAYMENTS MADE BY BORROWER
HEREUNDER OR UNDER
THE OTHER LOAN DOCUMENTS SHALL BE MADE IRRESPECTIVE OF, AND WITHOUT ANY
DEDUCTION FOR, ANY SETOFF, DEFENSE OR COUNTERCLAIMS.
(IX)
REMITTANCES IN PAYMENT OF ANY PART OF THE
LOAN IN LESS THAN THE REQUIRED AMOUNT IN IMMEDIATELY AVAILABLE U.S. FUNDS SHALL
NOT, REGARDLESS OF ANY RECEIPT OR CREDIT ISSUED THEREFOR, CONSTITUTE PAYMENT
UNTIL THE REQUIRED AMOUNT IS ACTUALLY RECEIVED BY THE HOLDER HEREOF IN
IMMEDIATELY AVAILABLE U.S. FUNDS AND SHALL BE MADE AND ACCEPTED SUBJECT
26
TO THE CONDITION THAT ANY CHECK OR DRAFT MAY BE HANDLED FOR COLLECTION IN
ACCORDANCE WITH THE PRACTICES OF THE COLLECTING BANK OR BANKS.
Section 2.4.
PREPAYMENTS.
(A)
VOLUNTARY PREPAYMENTS.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN AND IN SECTION 2.4(C) HEREOF, BORROWER SHALL NOT HAVE
THE RIGHT TO PREPAY THE LOAN IN WHOLE OR IN PART PRIOR TO THE INITIAL MATURITY
DATE. ANY PARTIAL PREPAYMENT SHALL BE APPLIED TO THE LAST PAYMENTS OF PRINCIPAL
DUE UNDER THE LOAN AND SHALL REDUCE THE OUTSTANDING PRINCIPAL BALANCE OF THE
LOAN FOR PURPOSES OF COMPUTING THE MONTHLY PAYMENT AMOUNT.
(B)
LOCKOUT.
THE LOAN SHALL ONLY BE PREPAYABLE
AFTER THE EXPIRATION OF THE LOCKOUT PERIOD.
(C)
PAYMENTS AFTER THE LOCKOUT PERIOD.
(I)
FULL PREPAYMENT.
(A)
AT ANY TIME AFTER THE EXPIRATION OF THE LOCKOUT
PERIOD OTHER THAN DURING THE TIME PERIOD IN ANY MONTH FROM AND INCLUDING THE DAY
AFTER THE PAYMENT DATE THROUGH AND INCLUDING THE DAY PRIOR TO THE DETERMINATION
DATE, BORROWER MAY PREPAY THE LOAN IN WHOLE BUT NOT IN PART AT ANY TIME UPON NOT
LESS THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO LENDER.
ANY SUCH PREPAYMENT
SHALL INCLUDE (A)