Common use of DEFAULT/PREPAYMENT Clause in Contracts

DEFAULT/PREPAYMENT. If a Default Prepayment occurs, such Default Prepayment shall be deemed to be a voluntary prepayment and in such case the applicable Prepayment Consideration shall be due and payable to Lender in connection with such Default Prepayment (unless Lender voluntarily and expressly waives in writing the right to collect such Prepayment Consideration). The Prepayment Consideration shall be secured by all security and collateral for the Loan and shall, after it becomes due and payable, be treated as if it were added to the Outstanding Principal Balance for all purposes including judgment on the Note, foreclosure (whether through power of sale, judicial proceeding, or otherwise) (a “Foreclosure Sale”), redemption, and bankruptcy (including pursuant to ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or any successor provision); without limiting the generality of the foregoing, it is understood and agreed that the Prepayment Consideration may be added to Lender’s bid at any Foreclosure Sale. If Prepayment Consideration is due hereunder, Lender may deliver to Borrower a statement setting forth the amount and determination of the Prepayment Consideration, and, provided that Lender shall have in good faith applied the formula described in the definition of “Prepayment Consideration” herein, Borrower shall not have the right to challenge the calculation or the method of calculation set forth in any such statement in the absence of manifest error, which calculation may be made by Lender on any day during the thirty (30) -day period preceding the date of such prepayment. In addition to Prepayment Consideration, Borrower shall pay all hedging and breakage costs of any kind and any other cost or expense incurred by Lender due to any prepayment (including a Default Prepayment). Borrower acknowledges that: (i) Lender has made the Loan to Borrower in reliance on, and the Loan has been originated for the purpose of, selling the Loan in the secondary market to investors who will purchase the Loan or direct or indirect interests therein in reliance on, the actual receipt over time of the stream of payments of principal and interest agreed to by Borrower herein; and (ii) Lender or any subsequent investor in the Loan will incur substantial additional costs and expenses and damages in the event of a prepayment of the Loan; and (iii) the Prepayment Consideration is reasonable and is a bargained for consideration and not a penalty and the terms of the Loan are in various respects more favorable to Borrower than they would have been absent Borrower’s agreement to pay Prepayment Consideration as provided herein. Borrower agrees that Lender shall not, as a condition to receiving the Prepayment Consideration, be obligated to actually reinvest the amount prepaid in any treasury obligation or in any other manner whatsoever. Nothing contained herein shall be deemed to be a waiver by Lender of any right it may have to require specific performance of any obligation of Borrower hereunder including to make payments hereunder strictly according to the terms hereof or to furnish Defeasance Collateral.

DEFAULT/PREPAYMENT. If a Default Prepayment (as hereinafter defined) occurs, such Default Prepayment shall be deemed to be a voluntary prepayment under this Note and in such case the applicable Default Prepayment Consideration (as hereinafter defined) shall be due and payable to Lender in connection with such Default Prepayment (unless Lender voluntarily and expressly waives in writing the right to collect such Prepayment Consideration)Prepayment. The Default Prepayment Consideration shall be secured by all security and collateral for the Loan and shall, after it becomes due and payable, shall be treated as if it were added to the Outstanding Principal Balance for all purposes including accrual of interest, judgment on the Note, foreclosure (whether through power of sale, judicial proceeding, or otherwise) (a “Foreclosure Sale”), redemption, and bankruptcy (including pursuant to ▇▇▇▇Sect▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code ▇▇▇kruptcy Code). The term "DEFAULT PREPAYMENT" shall mean a prepayment of the principal amount of this Note made after occurrence of a Default or Event of Default under any circumstances including a prepayment in connection with reinstatement of any Security Instrument provided by statute under foreclosure proceedings or exercise of power of sale, any statutory right of redemption exercised by Borrower or any successor provision); without limiting the generality of the foregoing, it is understood and agreed that the Prepayment Consideration may be added to Lender’s bid at any Foreclosure Sale. If Prepayment Consideration is due hereunder, Lender may deliver to Borrower other party having a statement setting forth the amount and determination of the Prepayment Consideration, and, provided that Lender shall have in good faith applied the formula described in the definition of “Prepayment Consideration” herein, Borrower shall not have the statutory right to challenge the calculation redeem or the method prevent foreclosure or power of calculation set forth sale, any sale in any such statement in the absence foreclosure or under exercise of manifest error, which calculation may be a power of sale or otherwise (including pursuant to a credit bid made by Lender on in connection with such sale), or any day during other collection action by Lender. Classification and treatment of Lender's claim pursuant to a plan of reorganization in bankruptcy shall also be deemed to be a Default Prepayment hereunder. The "DEFAULT PREPAYMENT CONSIDERATION" (as the thirty (30term is used in this Note) -day period preceding shall mean the present value, as of the date of such prepayment. In addition to Prepayment Consideration, Borrower shall pay all hedging and breakage costs of any kind and any other cost or expense incurred by Lender due to any prepayment (including a Default Prepayment). Borrower acknowledges that: (i) Lender has made the Loan to Borrower in reliance on, and the Loan has been originated for the purpose of, selling the Loan in the secondary market to investors who will purchase the Loan or direct or indirect interests therein in reliance on, the actual receipt over time occurrence of the stream Default, of the remaining scheduled payments of principal and interest agreed to by Borrower herein; and (ii) Lender or any subsequent investor in from the Loan will incur substantial additional costs and expenses and damages in the event of a prepayment date of the Loan; and (iii) the Prepayment Consideration is reasonable and is a bargained for consideration and not a penalty and the terms occurrence of the Loan are in various respects more favorable to Borrower than they would have been absent Borrower’s agreement to pay Prepayment Consideration as provided herein. Borrower agrees that Lender Default through the Maturity Date (including any balloon payment), which shall not, as a condition to receiving be determined by discounting such payments (using simple discounting) at the Prepayment Consideration, be obligated to actually reinvest Discount Rate less the amount prepaid in any treasury obligation or in any other manner whatsoever. Nothing contained herein shall be deemed to be a waiver by Lender of any right it may have to require specific performance of any obligation of Borrower hereunder including to make payments hereunder strictly according to the terms hereof or to furnish Defeasance Collateralprincipal being prepaid.

DEFAULT/PREPAYMENT. If a Default Prepayment (as hereinafter defined) occurs, such Default Prepayment shall be deemed to be a voluntary prepayment under this Note and in such case the applicable Prepayment Consideration (as hereinafter defined) shall be due and payable to Lender in connection with such Default Prepayment (unless Lender voluntarily and expressly waives in writing the right to collect such Prepayment Consideration)Prepayment. The Prepayment Consideration shall be secured by all security and collateral for the Loan and shall, after it becomes due and payable, shall be treated as if it were added to the Outstanding Principal Balance for all purposes including accrual of interest, judgment on the Note, foreclosure (whether through power of sale, judicial proceeding, or otherwise) (a “Foreclosure Sale”), redemption, and bankruptcy (including pursuant to Section 506 of the United States B▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇). ▇▇▇ Bankruptcy Code ▇▇▇▇ "▇▇▇▇▇LT Prepayment" shall mean a prepayment of any portion of the principal amount of this Note made after occurrence of a Default or Event of Default under any circumstances including a prepayment in connection with reinstatement of the Security Instrument provided by statute under foreclosure proceedings or exercise of power of sale, any statutory right of redemption exercised by Borrower or any successor provision); without limiting the generality of the foregoing, it is understood and agreed that the Prepayment Consideration may be added to Lender’s bid at any Foreclosure Sale. If Prepayment Consideration is due hereunder, Lender may deliver to Borrower other party having a statement setting forth the amount and determination of the Prepayment Consideration, and, provided that Lender shall have in good faith applied the formula described in the definition of “Prepayment Consideration” herein, Borrower shall not have the statutory right to challenge the calculation redeem or the method prevent foreclosure or power of calculation set forth sale, any sale in any such statement in the absence foreclosure or under exercise of manifest error, which calculation may be a power of sale or otherwise (including pursuant to a credit bid made by Lender on in connection with such sale), or any day during other collection action by Lender. Classification and treatment of Lender's claim pursuant to a plan of reorganization in bankruptcy shall also be deemed to be a Default Prepayment hereunder. The "PREPAYMENT CONSIDERATION" (as the thirty (30term is used in this Note) -day period preceding shall mean the present value, as of the date of such prepayment. In addition to Prepayment Consideration, Borrower shall pay all hedging and breakage costs of any kind and any other cost or expense incurred by Lender due to any prepayment (including a Default Prepayment). Borrower acknowledges that: (i) Lender has made the Loan to Borrower in reliance on, and the Loan has been originated for the purpose of, selling the Loan in the secondary market to investors who will purchase the Loan or direct or indirect interests therein in reliance on, the actual receipt over time occurrence of the stream Default, of the remaining scheduled payments of principal and interest agreed to by Borrower herein; and (ii) Lender or any subsequent investor in from the Loan will incur substantial additional costs and expenses and damages in the event of a prepayment date of the Loan; and occurrence of the Default through the Maturity Date (iiiincluding any balloon payment), which shall be determined by discounting such payments at the Discount Rate (hereinafter defined) less the amount of principal being prepaid. The term "DISCOUNT RATE" shall mean the rate that, when compounded monthly, is equivalent to the Treasury Rate (hereinafter defined) when compounded semi-annually. The term "TREASURY RATE" shall mean the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Prepayment Consideration Date, of U.S. Treasury constant maturities with maturity dates (one longer and one shorter) most nearly approximating the Maturity Date. (If Release H.15 is reasonable and is a bargained for consideration and not a penalty and the terms of the Loan are in various respects more favorable to Borrower than they would have been absent Borrower’s agreement to pay Prepayment Consideration as provided herein. Borrower agrees that no longer published, Lender shall not, as select a condition comparable publication to receiving determine the Prepayment Consideration, be obligated to actually reinvest the amount prepaid in any treasury obligation or in any other manner whatsoever. Nothing contained herein shall be deemed to be a waiver by Lender of any right it may have to require specific performance of any obligation of Borrower hereunder including to make payments hereunder strictly according to the terms hereof or to furnish Defeasance CollateralTreasury Rate.)