IN THE EVENT THE PREPAYMENT OCCURS AT ANY TIME DURING THE
PERIOD AFTER THE PAYMENT DATE OCCURRING IN JUNE, 2005 THROUGH AND INCLUDING THE
PAYMENT DATE OCCURRING IN DECEMBER, 2005, A PREPAYMENT PREMIUM IN THE AMOUNT OF
1.75% OF THE THEN PRINCIPAL AMOUNT OF THE LOAN, (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 (OR CAUSE TO BE PAID) ANY AMOUNTS REQUIRED TO BE PAID UNDER
SECTION 2.4(C)(I) OF THE MORTGAGE LOAN AGREEMENT TO MORTGAGE LENDER IN
CONNECTION WITH THE FULL PREPAYMENT OF THE MORTGAGE LOAN, PROVIDED THAT, THE
REQUIREMENTS SET FORTH IN THIS SECTION 2.4(C)(I)(B) SHALL NOT APPLY IN THE EVENT
(1) (X) SUCH PREPAYMENT IS SOURCED SOLELY FROM THE FUNDS OF MEZZANINE BORROWER
OR ANY OF ITS AFFILIATES (OTHER THAN MORTGAGE BORROWER OR ANY SPE COMPONENT
ENTITY (AS DEFINED IN THE MORTGAGE LOAN AGREEMENT)) AND SUCH FUNDS ARE NOT
DERIVED FROM ANY OF THE PROPERTIES OR ANY OTHER COLLATERAL FOR THE MORTGAGE LOAN
(IT BEING UNDERSTOOD AND AGREED THAT THE MEZZANINE BORROWER SHALL IN ANY EVENT
BE ENTITLED TO APPLY TO ANY SUCH PREPAYMENT OF THE MEZZANINE LOAN FUNDS SOURCED
OR DERIVED FROM ANY OF THE PROPERTIES OR ANY OTHER COLLATERAL FOR THE MORTGAGE
LOAN TO THE EXTENT THE SAME HAVE PREVIOUSLY BEEN DISTRIBUTED TO THE MEZZANINE
BORROWER PROVIDED SUCH DISTRIBUTION WAS NOT IN VIOLATION OF THE MORTGAGE LOAN
DOCUMENTS) (PROVIDED THAT
27
THE FOREGOING IS SUBJECT TO SECTIONS 544 AND 548 OF TITLE 11 OF THE UNITED
STATES CODE) AND (Y) NO DEFAULT OR EVENT OF DEFAULT SHALL THEN EXIST UNDER THE
MORTGAGE LOAN DOCUMENTS OR (2) MORTGAGE LENDER SHALL AGREE IN A WRITING
ADDRESSED TO LENDER TO SUCH PREPAYMENT IN FULL 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 PROVIDED SUCH
PREPAYMENT IS BEING MADE IN CONNECTION WITH A PARTIAL PREPAYMENT OF THE MORTGAGE
LOAN AND THE RELEASE OF A PROPERTY PURSUANT TO SECTION 2.4(C)(II) OF THE
MORTGAGE LOAN AGREEMENT AND THE MORTGAGE LOAN BORROWER HAS COMPLIED WITH ALL OF
THE TERMS AND CONDITIONS OF SECTION 2.4(C)(II) OF THE MORTGAGE LOAN AGREEMENT,
AND PROVIDED BORROWER SATISFIES THE FOLLOWING RELEASE CONDITIONS:
(A)
BORROWER SHALL PROVIDE LENDER WITH PRIOR
WRITTEN NOTICE SPECIFYING (1) THE