Prepayments After Default. If concurrently with or during the existence of an Event of Default, payment of all or any part of the principal of the Loan is tendered (which tender may be rejected by ​ to the extent permitted by applicable Legal Requirements) by ​, a purchaser at foreclosure, or any other Person, or otherwise recovered by ​ (including through application of any Reserve Funds or any other cash collateral for the Loan pursuant to the Loan Documents), # such tender or recovery shall be deemed to be a voluntary prepayment in an attempt to circumvent the prohibition against prepayment set forth in [Section 2.4.1] herein and # ​, such purchaser at foreclosure or other Person shall pay the Minimum Interest Payment Amount, the Exit Fee and the Breakage Costs, in addition to the Outstanding Principal Balance, all accrued and unpaid interest and other amounts payable under the Loan Documents (including the Interest Shortfall), all out-of-pocket costs and expenses incurred by ​ in connection with such prepayment and if such prepayment occurs prior to the final sale of the Loan in a Secondary Market Transaction, Hedge Losses. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by ​ in its sole discretion.

Mandatory Prepayments. On the next occurring Payment Date following the date on which ​ actually receives any Net Proceeds, if ​ is not obligated to make such Net Proceeds available to ​ for Restoration in accordance with the applicable terms and conditions hereof, ​ shall prepay, or authorize ​ to apply Net Proceeds as a prepayment of, the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall and such payment shall be accompanied by the applicable portion of the Exit Fee, and any Breakage Costs. Furthermore, ​ shall make any payments required pursuant to [Section 6.5] hereof as and to the extent required thereunder. Other than, in each case, following an Event of Default, no prepayment premium or penalty (which shall not be deemed to include the Exit Fee, which shall be owed as provided for in this Agreement, if applicable) shall be due in connection with any prepayment made pursuant to this [Section 2.4.2] or in connection with any payment pursuant to [Section 6.4]. Any partial prepayment under this [Section 2.4.2] shall be applied to the last payments of principal due under the Loan.