(B) ALL AMOUNTS REQUIRED TO BE PAID BY
BORROWER UNDER SECTION 2.4(C)(III) HEREOF AND (C) ALL OTHER AMOUNTS OWING BY
BORROWER TO LENDER UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING,
WITHOUT LIMITATION, ANY BREAKAGE COSTS INCURRED BY LENDER.
(B)
IN ADDITION TO THE FOREGOING REQUIREMENTS FOR A FULL PREPAYMENT OF
THE LOAN, PRIOR TO LENDER'S OBLIGATION TO ACCEPT A PREPAYMENT PURSUANT TO THE
FOREGOING SECTION 2.4(C)(I)(A) BORROWER SHALL HAVE PAID ANY AMOUNTS REQUIRED TO
BE PAID UNDER SECTION 2.4(C)(I) OF THE MEZZANINE LOAN AGREEMENT TO MEZZANINE
LENDER IN CONNECTION WITH THE FULL PREPAYMENT OF THE MEZZANINE LOAN.
(II)
PARTIAL PREPAYMENT.
PROVIDED NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND IS THEN CONTINUING, COMMENCING ON THE DAY AFTER THE EXPIRATION OF
THE LOCKOUT PERIOD, AND UPON GIVING LENDER AT LEAST THIRTY (30) DAYS (BUT NOT
MORE THAN NINETY (90) DAYS) PRIOR WRITTEN NOTICE, WHICH SAID NOTICE CAN BE GIVEN
PRIOR TO THE EXPIRATION OF THE LOCKOUT PERIOD IN CONNECTION WITH THE PREPAYMENT
TO OCCUR FOLLOWING THE LOCKOUT PERIOD, BORROWER MAY VOLUNTARILY PREPAY A PORTION
OF THE LOAN ON A PAYMENT DATE AND OBTAIN A RELEASE OF A PROPERTY FROM THE LIEN
OF THE RELATED MORTGAGE, PROVIDED BORROWER SATISFIES THE FOLLOWING RELEASE
CONDITIONS:
(A)
BORROWER SHALL PROVIDE LENDER WITH PRIOR WRITTEN NOTICE SPECIFYING
(1) THE PAYMENT DATE ON WHICH BORROWER INTENDS TO MAKE THE PARTIAL PREPAYMENT
("RELEASE DATE") AND (2) THE PROPERTY PROPOSED TO BE RELEASED FROM THE LIEN OF
THE RELATED MORTGAGE (THE "RELEASE PROPERTY")
(B)
BORROWER SHALL PAY TO LENDER (I) THE APPLICABLE RELEASE PRICE IN
CONNECTION WITH ANY SUCH RELEASE, (II) ALL AMOUNTS PAYABLE UNDER
SECTION 2.4(C)(III) BELOW IN CONNECTION WITH THE ACCOMPANYING PREPAYMENT OF THE
LOAN AND ANY "CURATIVE"
PARTIAL PREPAYMENT PERMITTED UNDER CLAUSE (D) BELOW,
AND (III) ANY AND ALL EXPENSES INCURRED BY LENDER IN CONNECTION WITH ANY SUCH
RELEASE, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES AND EXPENSES,
AS REQUIRED UNDER CLAUSE (J) BELOW;
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(C)
BORROWER SHALL PAY IN THE EVENT THE PREPAYMENT OCCURS AT ANY TIME
DURING THE PERIOD AFTER THE LOCKOUT PERIOD THROUGH AND INCLUDING THE PAYMENT
DATE OCCURRING IN DECEMBER, 2005, A PREPAYMENT PREMIUM IN THE AMOUNT OF 1.75% OF
THE APPLICABLE RELEASE PRICE;
(D)
AFTER GIVING EFFECT TO THE RELEASE OF THE LIEN OF THE MORTGAGE
ENCUMBERING THE RELEASE PROPERTY, (I) THE DEBT SERVICE COVERAGE RATIO SHALL BE
NO LESS THAN THE GREATER OF (A) THE DEBT SERVICE COVERAGE RATIO AS OF THE
CLOSING DATE OR (B) THE DEBT SERVICE COVERAGE RATIO IMMEDIATELY PRIOR TO SUCH
RELEASE, PROVIDED THAT IN THE EVENT BORROWER IS NOT ABLE TO MEET SUCH DEBT
SERVICE COVERAGE RATIO TEST, BORROWER SHALL BE ENTITLED TO "CURE" THE SAME BY
(1) PLEDGING CASH TO LENDER OR DELIVERING TO LENDER A LETTER OF CREDIT AS
ADDITIONAL SECURITY FOR THE LOAN, IN WHICH INSTANCE THE AMOUNT OF THE LOAN EQUAL
TO THE AMOUNT OF SUCH CASH OR THE FACE VALUE OF THE LETTER OF CREDIT, SHALL BE
DISREGARDED FOR THE PURPOSE OF DETERMINING THE THEN OUTSTANDING