ANY SUCH
NOTICE IS GIVEN, THE AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND PAYABLE ON
THE BUSINESS DAY SPECIFIED THEREIN (UNLESS SUCH NOTICE IS REVOKED BY BORROWER
PRIOR TO THE DATE SPECIFIED THEREIN IN WHICH EVENT BORROWER SHALL IMMEDIATELY
REIMBURSE LENDER FOR ANY REASONABLE OUT-OF-POCKET COSTS INCURRED IN CONNECTION
WITH THE GIVING OF SUCH NOTICE AND ITS REVOCATION).
(C)
PREPAYMENT CONSIDERATION DUE. IF THE FIXED RATE MATURITY DATE
SHALL BE ACCELERATED, OR IF ANY PREPAYMENT OF ALL OR ANY PORTION OF THE FIXED
RATE COMPONENT OF THE PRINCIPAL INDEBTEDNESS HEREUNDER OCCURS, WHETHER IN
CONNECTION WITH LENDER'S ACCELERATION OF THE UNPAID PRINCIPAL INDEBTEDNESS OF
THE LOAN OR IN ANY OTHER CIRCUMSTANCES WHATSOEVER, OR IF THE MORTGAGE IS
SATISFIED OR RELEASED BY FORECLOSURE (WHETHER BY POWER OF SALE OR JUDICIAL
PROCEEDING), DEED IN LIEU OF FORECLOSURE OR BY ANY OTHER MEANS, THEN THE
PREPAYMENT FEE SHALL BECOME IMMEDIATELY DUE AND OWING AND BORROWER SHALL
FORTHWITH PAY THE PREPAYMENT FEE TO LENDER. THE FOREGOING SHALL NOT CREATE ANY
RIGHT OF PREPAYMENT. BORROWER SHALL HAVE NO RIGHT WHATSOEVER TO PREPAY ALL OR
ANY PORTION OF THE PRINCIPAL INDEBTEDNESS OF THE NOTE, EXCEPT AS SET FORTH IN
THIS SECTION 2.6 AND IN SECTION 2.7. BORROWER AGREES THAT THE PREPAYMENT FEE
REQUIRED HEREUNDER IS REASONABLE. BORROWER HAS GIVEN INDIVIDUAL WEIGHT TO THE
CONSIDERATION IN THIS TRANSACTION FOR THIS WAIVER AND AGREEMENT.
(D)
BORROWER SHALL HAVE THE RIGHT TO (I) PREPAY THE LOAN WITHOUT A
RELEASE OF COLLATERAL PURSUANT TO AND IN ACCORDANCE WITH SECTION 2.6,
(II) PREPAY THE LOAN IN CONNECTION WITH THE RELEASE OF A MORTGAGED PROPERTY
PURSUANT TO AND IN ACCORDANCE WITH SECTIONS 2.7 AND 2.11 AND (III) DEFEASE THE
LOAN PURSUANT TO AND IN ACCORDANCE WITH SECTION 2.18.
36
(E)
ADJUSTMENTS. BORROWER MAY REQUEST FROM LENDER AT ANY TIME AN
ADJUSTMENT ("ADJUSTMENT") TO THE ALLOCATED LOAN AMOUNTS FOLLOWING ANY PREPAYMENT
(OR A SERIES OF PREPAYMENTS) MADE PURSUANT TO THIS SECTION 2.6 IN AN AMOUNT
EQUAL TO SUCH PREPAYMENT (THE "ADJUSTMENT AMOUNT") (WHICH AMOUNT SHALL NOT BE
LESS THAN $1,000,000 FOR EACH ADJUSTMENT). UPON EACH ADJUSTMENT, THE ALLOCATED
LOAN AMOUNT FOR EACH REMAINING MORTGAGED PROPERTY SHALL BE DECREASED IN AN
AMOUNT EQUAL TO THE PRODUCT OF (A) THE ADJUSTMENT AMOUNT AND (B) THE FRACTION,
THE NUMERATOR OF WHICH IS THE APPLICABLE ALLOCATED LOAN AMOUNT (PRIOR TO SUCH
ADJUSTMENT) FOR SUCH MORTGAGED PROPERTY AND THE DENOMINATOR OF WHICH IS THE
AGGREGATE ALLOCATED LOAN AMOUNT (PRIOR TO SUCH ADJUSTMENT) FOR ALL REMAINING
MORTGAGED PROPERTIES AT THE TIME OF SUCH ADJUSTMENT. IN CONNECTION WITH EACH
ADJUSTMENT, BORROWER SHALL PAY TO THE LENDER AN ADMINISTRATIVE FEE OF $5,000.
SECTION 2.7.
MANDATORY PREPAYMENT; CAPITAL EVENTS; CERTAIN TRANSFERS.
(A)
INTENTIONALLY OMITTED.
(B)
INTENTIONALLY OMITTED.
(C)
SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, BORROWER MAY EFFECT A CAPITAL EVENT WITH RESPECT TO ONE OR MORE
ENTIRE INDIVIDUAL MORTGAGED PROPERTY(IES); PROVIDED, HOWEVER, THAT (1) ANY SUCH
CAPITAL EVENT SHALL BE A SALE TO A BONA FIDE INDEPENDENT THIRD PARTY IN AN
ARM'S-LENGTH TRANSACTION