Common use of Certain Compensation Clause in Contracts

Certain Compensation. Borrower shall pay directly to a Lender, immediately upon request and notwithstanding contrary provisions contained in the Mortgage or other Loan Documents, such amounts as shall, in the judgment of such Lender (which shall be conclusive so long as made on a reasonable basis), compensate it for any loss, cost or expense incurred by it as a result of (i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of any portion of the Principal Amount bearing interest at the LIBO Based Rate on a date other than the last day of an applicable Interest Period, (ii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender’s Note from the LIBO Based Rate to the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate on a date other than the last day of an applicable Interest Period, (iii) the failure of all or a portion of an advance of the Loan which was to have borne interest at the LIBO Based Rate pursuant to a LIBO Rate Request to be made, (iv) any failure by Borrower to prepay any portion of the Principal Amount bearing interest at the LIBO Based Rate on the date specified in Borrower’s notice of prepayment or (v) the failure of Borrower to borrow, continue or convert in accordance with a LIBO Rate Request submitted by it, which amounts shall include, without limitation, an amount equal the Present Value (determined as hereinafter provided) of the dollar amount which is obtained by multiplying the number of days from the date of the occurrence to the last day of the applicable Interest Period by a number which is calculated by (i) multiplying the amount prepaid, converted, not advanced, not prepaid or not borrowed, as the case may be, by the excess of the LIBO Based Rate applicable thereto over the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the last day of the applicable Interest Period and (ii) dividing the product thereof by 360. For purposes of this Section, Present Value shall be determined by using the number of days during the period from the date of occurrence to and including the last day of the applicable Interest Period and using the above-referenced United States Treasury security rate. A determination by a Lender as to the amounts payable to it pursuant to this Section shall be conclusive absent manifest error.

Certain Compensation. Borrower shall pay directly to a LenderAdministrative Agent, immediately upon request and notwithstanding contrary provisions contained in the Mortgage or other Loan Documents, such amounts (the "Breakage Fee") as shall, in the conclusive judgment of such Lender (which shall be conclusive so long as made on a reasonable basis)Administrative Agent, compensate it Administrative Agent for the account of Lenders for any loss, cost or expense incurred by it as a result of (i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of any portion of the Principal Amount bearing interest at the LIBO LIBOR Based Rate on a date other than the last day of an applicable Interest Period, Period or (ii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender’s Note hereunder from the LIBO LIBOR Based Rate to the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate Rate, on a date other than the last day of an applicable Interest Period, (iii) the failure of all or a portion of an advance of the Loan which was to have borne interest at the LIBO Based Rate pursuant to a LIBO Rate Request to be made, (iv) any failure by Borrower to prepay any portion of the Principal Amount bearing interest at the LIBO Based Rate on the date specified in Borrower’s notice of prepayment or (v) the failure of Borrower to borrow, continue or convert in accordance with a LIBO Rate Request submitted by it, which amounts shall include, without limitation, an amount equal to the Present Value excess, if any, of (determined x) the amount of interest that would have accrued at the LIBOR Based Rate on the amount so prepaid, converted, not advanced or not borrowed, as hereinafter provided) of the dollar amount which is obtained by multiplying case may be, for the number of days period from the date of the occurrence to the last day of the applicable Interest Period by a number which is calculated by over (iy) multiplying the amount of interest (as determined in good faith by Administrative Agent) that Administrative Agent for the account of Lenders would have paid to Borrower (and other customers) on a deposit placed by Administrative Agent with leading banks in the London interbank market for an amount comparable to the amount so prepaid, converted, not advanced, not prepaid advanced or not borrowed, as the case may be, by for the excess period from the date of the LIBO Based Rate applicable thereto over the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest occurrence to the last day of the applicable Interest Period and (ii) dividing the product thereof by 360. For purposes of this Section, Present Value shall be determined by using the number of days during the period from the date of occurrence to and including the last day of the applicable Interest Period and using the above-referenced United States Treasury security rate. A determination by a Lender as to the amounts payable to it pursuant to this Section shall be conclusive absent manifest errorPeriod.

Certain Compensation. Borrower shall pay directly to a Lender, immediately upon request and notwithstanding contrary provisions contained in the Mortgage or other Loan Documents, such amounts as shall, in the judgment of such Lender (which shall be conclusive so long as made on a reasonable basis), compensate it for any loss, cost or expense incurred by it as a result of (i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of any portion of the Principal Amount bearing interest at the LIBO Based Rate on a date other than the last day of an applicable Interest Period, (ii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender’s 's Note from the LIBO Based Rate to the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate on a date other than the last day of an applicable Interest Period, (iii) the failure of all or a portion of an advance of the Loan which was to have borne interest at the LIBO Based Rate pursuant to a LIBO Rate Request to be made, (iv) any failure by Borrower to prepay any portion of the Principal Amount bearing interest at the LIBO Based Rate on the date specified in Borrower’s 's notice of prepayment or (v) the failure of Borrower to borrow, continue or convert in accordance with a LIBO Rate Request submitted by it, which amounts shall include, without limitation, an amount equal the Present Value (determined as hereinafter provided) of the dollar amount which is obtained by multiplying the number of days from the date of the occurrence to the last day of the applicable Interest Period by a number which is calculated by (i) multiplying the amount prepaid, converted, not advanced, not prepaid or not borrowed, as the case may be, by the excess of the LIBO Based Rate applicable thereto over the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the last day of the applicable Interest Period and (ii) dividing the product thereof by 360. For purposes of this Section, Present Value shall be determined by using the number of days during the period from the date of occurrence to and including the last day of the applicable Interest Period and using the above-referenced United States Treasury security rate. A determination by a Lender as to the amounts payable to it pursuant to this Section shall be conclusive absent manifest error.

Certain Compensation. Other than in connection with a conversion of an affected Note pursuant to the second paragraph of Section 3.01, Borrower shall pay directly to a Lender, immediately upon request, which request shall include a calculation of the amounts due, and notwithstanding contrary provisions contained in the Mortgage or other Loan Documents, such amounts as shall, in the judgment of such Lender (which shall be conclusive so long as made on a reasonable basis), compensate it for any loss, cost or expense incurred by it as a result of (i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of any portion of the Principal Amount bearing interest at the LIBO Based Rate on a date other than the last day of an applicable Interest Period, (ii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender’s 's Note from the LIBO Based Rate to the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate on a date other than the last day of an applicable Interest Period, Period or (iii) the failure of all or a portion of an advance of the Loan which was to have borne interest at the LIBO Based Rate pursuant to a LIBO Rate Request to be made, (iv) any failure by Borrower to prepay any portion of the Principal Amount bearing interest at the LIBO Based Rate on the date specified in Borrower’s notice of prepayment or (v) the failure of Borrower to borrow, continue or convert borrow in accordance with a LIBO Rate Request submitted by it, which amounts shall include, without limitation, an amount equal to the Present Value present value (determined using as hereinafter provideda discount rate the rate at which interest is computed pursuant to clause (y) below) of the dollar excess, if any, of (x) the amount which is obtained by multiplying of interest (less the number of days Applicable Margin) that would have accrued at the LIBO Based Rate on the amount so prepaid, converted or not borrowed, as the case may be, for the period from the date of the occurrence to the last day of the applicable Interest Period by a number which is calculated by over (iy) multiplying the amount of interest (as reasonably determined in good faith by such Lender) based upon the interest rate which such Lender would have bid in the London interbank market for Dollar deposits, for an amount comparable to the amount so prepaid, converted, not advanced, not prepaid converted or not borrowed, as the case may be, by for the excess period from the date of the LIBO Based Rate applicable thereto over the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest occurrence to the last day of the applicable Interest Period and (ii) dividing the product thereof by 360. For purposes of this Section, Present Value shall be determined by using the number of days during the period from the date of occurrence to and including the last day of the applicable Interest Period and using the above-referenced United States Treasury security rate. A determination by a Lender as to the amounts payable to it pursuant to this Section shall be conclusive absent manifest errorPeriod.

Certain Compensation. Borrower shall pay directly to a -------------------- Lender, immediately upon request and notwithstanding contrary provisions contained in the Mortgage or other Loan Documents, such amounts as shall, in the judgment of such Lender (which shall be conclusive so long as made on a reasonable basis), compensate it for any loss, cost or expense incurred by it as a result of (i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of any portion of the Principal Amount bearing interest at the LIBO Based Rate on a date other than the last day of an applicable Interest Period, (ii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender’s 's Note from the LIBO Based Rate to the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate on a date other than the last day of an applicable Interest Period, (iii) the failure of all or a portion of an advance of the Loan which was to have borne interest at the LIBO Based Rate pursuant to a LIBO Rate Request to be made, (iv) any failure by Borrower to prepay any portion of the Principal Amount bearing interest at the LIBO Based Rate on the date specified in Borrower’s 's notice of prepayment or (v) the failure of Borrower to borrow, continue or convert in accordance with a LIBO Rate Request submitted by it, which amounts shall include, without limitation, an amount equal to the Present Value present value (determined using as hereinafter provideda discount rate the rate at which interest is computed pursuant to clause (y) below) of the dollar amount which is obtained by multiplying the number excess, if any, of days from the date of the occurrence to the last day of the applicable Interest Period by a number which is calculated by (ix) multiplying the amount of interest that would have accrued at the LIBO Based Rate on the amount so prepaid, converted, not advanced, not prepaid or not borrowed, continued or converted, as the case may be, by for the excess period from the date of the LIBO Based Rate applicable thereto over the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest occurrence to the last day of the applicable Interest Period over (y) the amount of interest (as determined in good faith by such Lender) that such Lender would have paid to Borrower (and (iiother customers) dividing on a Euro-Dollar deposit placed by such Lender with leading banks in the product thereof by 360. For purposes of this SectionLondon interbank market for an amount comparable to the amount so prepaid, Present Value shall be determined by using converted, not advanced, not prepaid or not borrowed, continued or converted, as the number of days during case may be, for the period from the date of occurrence to and including the last day of the applicable Interest Period and using the above-referenced United States Treasury security ratePeriod. A determination by a Lender as to the amounts payable to it pursuant to this Section shall be conclusive absent manifest error.

Certain Compensation. Borrower shall pay directly to a Lender, immediately upon request and notwithstanding contrary provisions contained in the Mortgage or other Loan Documents, such amounts as shall, in the judgment of such Lender (which shall be conclusive so long as made on a reasonable basisbasis and absent manifest error), compensate it for any out-of-pocket loss, cost or expense incurred by it as a result of (i) any failure by Borrower to make a borrowing of, conversion into or continuation of a LIBOR Loan after Borrower has given a notice requesting the same in accordance with this Agreement, (ii) any failure by Borrower to make any prepayment after Borrower has given notice thereof in accordance with the provisions of this Agreement (subject to Section 2.17), (iii) the making of any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of any portion of the Principal Amount bearing interest at the LIBO Based Rate LIBOR Loan on a date other than the last day of an applicable Interest Period, (iiiv) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender’s Note from the LIBO Based a LIBOR Loan to a Base Rate to the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate Loan on a date other than the last day of an applicable Interest Period, (iii) the failure of all or a portion of an advance of the Loan which was to have borne interest at the LIBO Based Rate pursuant to a LIBO Rate Request to be made, (iv) any failure by Borrower to prepay any portion of the Principal Amount bearing interest at the LIBO Based Rate on the date specified in Borrower’s notice of prepayment or (v) the failure early termination of Borrower to borrowany swap or other interest rate hedging arrangements. In the cases of clauses (i) through (iv) above, continue or convert in accordance with a LIBO Rate Request submitted by it, which such amounts shall include, without limitation, an amount equal to the Present Value present value (determined using as hereinafter provideda discount rate the rate at which interest is computed pursuant to clause (y) below) of the dollar excess, if any, of (x) the amount which is obtained by multiplying of interest that would have accrued on the number of days amount so prepaid, converted, not borrowed, not continued, not converted or not prepaid, as the case may be, for the period from the date of the occurrence to the last day of the applicable Interest Period by a number which is calculated by at the applicable rate of interest provided for herein (iexcluding, however, the LIBOR Margin) multiplying over (y) the amount prepaid, converted, not advanced, not prepaid or not borrowed, of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. In the case may beof clause (v) above, such amounts shall include, without limitation, any out-of-pocket loss, cost or expense arising from the re-employment of funds obtained by the excess of the LIBO Based Rate applicable thereto over the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the last day of the applicable Interest Period and (ii) dividing the product thereof by 360. For purposes of this Sectionaffected Lender, Present Value shall be determined by using the number of days during the period from the date of occurrence to and including the last day of the applicable Interest Period and using the above-referenced United States Treasury security rate. A determination by a Lender as to the amounts fees payable to it pursuant to this Section shall be conclusive absent manifest errorterminate the deposits from which such funds were obtained or from reversing any swap or other interest rate hedging arrangements.

Certain Compensation. Borrower shall pay directly to a Lender, immediately promptly upon request and notwithstanding contrary provisions contained in the Mortgage Deed of Trust or other Loan Documents, such amounts as shall, in the judgment of such Lender (which shall be conclusive and binding absent manifest error and so long as made on a reasonable basis), compensate it for any loss, cost or expense incurred by it as a result of (i) any failure by Borrower to make a borrowing of, conversion into or continuation of a LIBOR Loan after Borrower has given a notice requesting the same in accordance with this Agreement, (ii) any failure by Borrower to make any prepayment after Borrower has given notice thereof in accordance with the provisions of this Agreement (unless revoked by Borrower in accordance with the terms of Section 2.11(a) hereof), (iii) the making of any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of any portion of the Principal Amount bearing interest at the LIBO Based Rate LIBOR Loan on a date other than the last day of an applicable Interest Period, (iiiv) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the rate of interest payable under such Lender’s Note from the LIBO Based a LIBOR Loan to a Base Rate to the Prime Based Rate with respect to any portion of the Principal Amount then bearing interest at the LIBO Based Rate Loan on a date other than the last day of an applicable Interest Period, (iii) the failure of all or a portion of an advance of the Loan which was to have borne interest at the LIBO Based Rate pursuant to a LIBO Rate Request to be made, (iv) any failure by Borrower to prepay any portion of the Principal Amount bearing interest at the LIBO Based Rate on the date specified in Borrower’s notice of prepayment or (v) the failure early termination of Borrower to borrowany Interest Rate Protection Agreement (as more particularly provided in the Interest Rate Protection Agreement). In the cases of clauses (i) through (iv) above, continue or convert in accordance with a LIBO Rate Request submitted by it, which such amounts shall include, without limitation, an amount equal to the Present Value present value (determined using as hereinafter provideda discount rate the rate at which interest is computed pursuant to clause (y) below) of the dollar excess, if any, of (x) the amount which is obtained by multiplying of interest that would have accrued on the number of days amount so prepaid, converted, not borrowed, not continued, not converted or not prepaid, as the case may be, for the period from the date of the occurrence to the last day of the applicable Interest Period by a number which is calculated by at the applicable rate of interest provided for herein over (iy) multiplying the amount prepaid, converted, not advanced, not prepaid or not borrowed, of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. In the case may beof clause (v) above, such amounts shall include, without limitation, any loss, cost or expense arising from the reemployment of funds obtained by the excess of the LIBO Based Rate applicable thereto over the current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the last day of the applicable Interest Period and (ii) dividing the product thereof by 360. For purposes of this Sectionaffected Lender, Present Value shall be determined by using the number of days during the period from the date of occurrence to and including the last day of the applicable Interest Period and using the above-referenced United States Treasury security rate. A determination by a Lender as to the amounts fees payable to it pursuant to this Section shall be conclusive absent manifest errorterminate the deposits from which such funds were obtained or from reversing any Interest Rate Protection Agreement.