Common use of Discounted Payoff Clause in Contracts

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, or any other Loan Party or any Mezzanine Borrower to make, or any Lender or any Mezzanine Lender to accept, a Discounted Payoff under this Agreement or any Mezzanine Loan Agreement, any Mezzanine Borrower and its Affiliates shall be permitted to make a Discounted Payoff of any Mezzanine Loan; provided that, no Event of Default is continuing (solely under the Loan and not any Mezzanine Loan) and, provided, further, that any Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents, any prepayments made by any Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such portion of any Mezzanine Loan held by any Mezzanine Lender or participant in any Mezzanine Loan by an amount equal to the Face Amount of such Discounted Payoff. For purposes of calculating the Debt Yield, any portion of any Mezzanine Loan deemed outstanding after giving effect to such Discounted Payoff shall be reduced by the Face Amount of any Mezzanine Loan retired in connection with such Discounted Payoff. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of any Mezzanine Loan shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any Mezzanine Loan. (c) Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender and/or any Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and shall permit Discounted Payoffs of any Mezzanine Loan (in whole or part) without requiring the consent of Lender or any Mezzanine Lender (or participants) and in the event of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and control. (d) Following any Discounted Payoff, the then-existing Release Amount (as defined in any Mezzanine Loan) for each Individual Property with respect to any Mezzanine Loan shall be reduced by a percentage expressed as a fraction (x) the numerator of which is the Face Amount of any Mezzanine Loan that is being retired and (y) the denominator of which is the Face Amount of any Mezzanine Loan as of the date immediately prior to such Discounted Payoff.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, or any other Loan Party Borrower or any Mezzanine Borrower to make, or any Lender or any Mezzanine Lender to accept, a Discounted Payoff under this Loan Agreement or any Mezzanine Loan Agreement, any as applicable, each Mezzanine Borrower and its Affiliates shall be permitted to make prepay at a discount any portion of the related Mezzanine Loan (each a “Discounted Payoff of any Mezzanine LoanPayoff”); provided that, no Event of Default is continuing, no Mezzanine A Loan Default is continuing, no Mezzanine B Loan Default is continuing (solely under the and no Mezzanine C Loan and not any Mezzanine Loan) Default is continuing and, provided, further, and provided further that any the applicable Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented agrees to accept such prepaymentDiscounted Payoff. Notwithstanding anything to the contrary contained in this Agreement or any Lender DocumentsAgreement, any prepayments made by any a Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such the portion of any the related Mezzanine Loan held by any the Mezzanine Lender or participant in any such Mezzanine Loan accepting such Discounted Payoff by an amount equal to the Face Amount of Amount. Notwithstanding such Discounted Payoff. For purposes of calculating , the Debt Yield, any portion of any applicable Mezzanine Loan shall be deemed to remain outstanding after giving effect at the amount of principal then outstanding immediately prior to such Discounted Payoff shall be reduced by the Face Amount for purposes of any Mezzanine Loan retired in connection with such Discounted Payoffcalculating Debt Yield. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of any Mezzanine Loan shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any the related Mezzanine Loan. (c) Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender and/or any Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and shall permit Discounted Payoffs of any Mezzanine Loan (in whole or part) without requiring the consent of Lender or any Mezzanine Lender (or participants) and in the event of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and control. (d) Following any connection with each Discounted Payoff, the then-existing applicable Mezzanine Loan Agreement shall be automatically amended, without any action or additional documentation required to be executed by the applicable Mezzanine Lender or Mezzanine Borrower, to reduce the applicable Release Amount (as defined in any Mezzanine Loan) for each Individual Property with respect to any each Property for such Mezzanine Loan shall be reduced by a percentage fraction, expressed as a fraction (x) percentage, the numerator of which is the applicable Face Amount of any Mezzanine Loan that is being retired and (y) the denominator of which is the Face Amount outstanding principal amount of any the applicable Mezzanine Loan as of the such date immediately prior to such Discounted Payoff. (d) Lender acknowledges that any intercreditor or co-lender arrangements among the Lender and/or the Mezzanine Lenders shall permit Discounted Payoffs of a portion of a Mezzanine Loan without requiring the consent of Lender, any other Mezzanine Lenders or any participants or holders of any other Mezzanine Loan.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, Borrower or any other Loan Party or any Mezzanine Borrower to make, or any Lender Lender, or any Mezzanine Lender to accept, a Discounted Payoff under this Agreement or any Mezzanine Loan Agreement, any as applicable, the Mezzanine Borrower and or its Affiliates shall be permitted to make a Discounted Payoff of any Mezzanine Loan; provided that, no Event of Default is continuing (solely under the Loan continuing, and not any Mezzanine Loan) and, provided, further, that any the Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents, any prepayments made by any the Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such the portion of any the Mezzanine Loan held by any the Mezzanine Lender Lender, co-lender or participant in any the Mezzanine Loan by an amount equal to the Face Amount face amount of such Discounted Payoff. For purposes of calculating the Debt Yield, any portion of any the Mezzanine Loan deemed outstanding after giving effect to upon such Discounted Payoff shall be reduced by the Face Amount face amount of any the Mezzanine Loan retired in connection with such Discounted Payoff. (b) Each of Borrower and the other Loan Parties ▇▇▇▇▇▇▇▇ acknowledges and agrees that any Discounted Payoff of any the Mezzanine Loan shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any the Mezzanine Loan. (c) Lender acknowledges that nothing contained in any Lender Documents Document or any other intercreditor or co-lender or participation arrangements among the Lender and/or any Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any the Mezzanine Loan (or any participation thereof) and shall permit Discounted Payoffs of any a portion of the Mezzanine Loan (in whole or part) without requiring the consent of Lender or any Mezzanine Lender (or participants) and in the event of any conflict between such the Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and control. (d) Following any Discounted Payoff, the then-existing Release Amount (as defined in any Mezzanine Loan) for each Individual Property with respect to any Mezzanine Loan shall be reduced by a percentage expressed as a fraction (x) the numerator of which is the Face Amount of any Mezzanine Loan that is being retired and (y) the denominator of which is the Face Amount of any Mezzanine Loan as of the date immediately prior to such Discounted Payoff.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, or any other Loan Party or any Mezzanine Borrower to make, or any Lender or any Mezzanine Lender to accept, a Discounted Payoff under this Agreement or any the applicable Mezzanine Loan Agreement, any Mezzanine Borrower and its respective Affiliates shall be permitted to make prepay at a discount all or any portion of a Mezzanine Loan (including any participations) (a “Discounted Payoff of any Mezzanine LoanPayoff”); provided that, no Event of Default is continuing (solely under the Loan and not any the applicable Mezzanine Loan) and, provided, further, that any the Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents, any prepayments made by any Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such portion of any the Mezzanine Loan held by any the Mezzanine Lender or participant in any the Mezzanine Loan by an amount equal to the Face Amount of such Discounted Payoff. For purposes of calculating the Debt Yield, any portion of any the Mezzanine Loan deemed outstanding after giving effect to such Discounted Payoff shall be reduced by the Face Amount of any the Mezzanine Loan retired in connection with such Discounted Payoff. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of any a Mezzanine Loan shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any such Mezzanine Loan. (c) Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or intercreditor, co-lender or participation arrangements among the Lender and/or any the Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any a Mezzanine Loan (or any participation thereof) and any Lender Documents or any other intercreditor, co-lender or participation agreements shall permit Discounted Payoffs of any Mezzanine Loan (in whole or part) without requiring the consent of Lender or any Mezzanine Lender (or participants) and in the event of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.3310.26, then this Section 10.33 10.26 shall govern and control. (d) Following any Discounted Payoff, the then-then existing Release Amount (as defined in any the applicable Mezzanine Loan) for each Individual Property with respect to any such Mezzanine Loan shall be reduced by a percentage expressed as a fraction (x) the numerator of which is the Face Amount of any the Mezzanine Loan that is being retired and (y) the denominator of which is the Face Amount of any such Mezzanine Loan as of the date immediately prior to such Discounted Payoff.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, or any other Loan Party or any Mezzanine Borrower to make, or any Lender or any Mezzanine Lender to accept, accept a Discounted Payoff under this Agreement or any Mezzanine Loan Agreement, any Mezzanine Borrower and its Affiliates shall be permitted to make prepay at a discount any portion of the Loan (a “Discounted Payoff of any Mezzanine LoanPayoff”); provided that, no Event of Mortgage Loan Default is continuing (solely under the Loan continuing, and not any Mezzanine Loan) and, provided, further, provided further that any Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement or any Lender DocumentsAgreement, any prepayments made by any Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such the portion of any Mezzanine the Loan held by any Mezzanine the Lender or participant in any Mezzanine the Loan accepting such Discounted Payoff by an amount equal to the Face Amount of Amount. Notwithstanding such Discounted Payoff. For purposes , the Loan shall be deemed to remain outstanding at the amount of calculating the Debt Yield, any portion of any Mezzanine Loan deemed principal then outstanding after giving effect immediately prior to such Discounted Payoff shall be reduced by the Face Amount for purposes of any Mezzanine Loan retired in connection with such Discounted Payoffcalculating Debt Yield. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of any Mezzanine Loan shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any the related Mezzanine Loan. (c) Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender, Mortgage Lender and/or any the Mezzanine B Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and shall permit Discounted Payoffs of any a portion of each Mezzanine Loan (in whole or part) without requiring the consent of Lender, Mortgage Lender, any Mezzanine B Lender or any Mezzanine Lender (participants or participants) and in the event of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and control. (d) Following any Discounted Payoff, the then-existing Release Amount (as defined in any Mezzanine Loan) for each Individual Property with respect to any Mezzanine Loan shall be reduced by a percentage expressed as a fraction (x) the numerator of which is the Face Amount holders of any Mezzanine Loan that is being retired and (y) the denominator of which is the Face Amount of any Mezzanine Loan as of the date immediately prior to such Discounted PayoffB Loan.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, Mortgage Borrower or any other Loan Party or any Other Mezzanine Borrower to make, or any Lender, Mortgage Lender or any Other Mezzanine Lender to accept, a Discounted Payoff under this Loan Agreement, the Mortgage Loan Agreement or any Other Mezzanine Loan Agreement, any as applicable, Mortgage Borrower, each Other Mezzanine Borrower and its Affiliates shall be permitted to make prepay at a Discounted Payoff discount any portion of any the Mortgage Loan or related Other Mezzanine Loan, as applicable, (each a “Discounted Payoff”); provided that, no Mortgage Event of Default is continuing (solely under continuing, Event of Default is continuing, no Mezzanine B Loan Default and no Mezzanine C Loan Default is continuing, and provided further that Mortgage Lender or the Loan and not any applicable Other Mezzanine Loan) andLender, providedas applicable, further, that any Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented agrees to accept such prepaymentDiscounted Payoff. Notwithstanding anything to the contrary contained in this Agreement or any Lender DocumentsAgreement, any prepayments made by any Mortgage Borrower or an Other Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such the portion of any the Mortgage Loan or related Other Mezzanine Loan Loan, as applicable, held by any the Other Mezzanine Lender Lender, as applicable, or participant in any such Other Mezzanine Loan accepting such Discounted Payoff by an amount equal to the Face Amount of Amount. Notwithstanding such Discounted Payoff. For purposes , the Mortgage Loan, applicable, Other Mezzanine Loan, as applicable, shall be deemed to remain outstanding at the amount of calculating the Debt Yield, any portion of any Mezzanine Loan deemed principal then outstanding after giving effect immediately prior to such Discounted Payoff shall be reduced by the Face Amount for purposes of any Mezzanine Loan retired in connection with such Discounted Payoffcalculating Debt Yield. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of the Mortgage Loan or any Other Mezzanine Loan Loan, as applicable, shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any the Mortgage Loan related Other Mezzanine Loan, as applicable. (c) Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender and/or any Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and shall permit Discounted Payoffs of any Mezzanine Loan (in whole or part) without requiring the consent of Lender or any Mezzanine Lender (or participants) and in the event of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and control. (d) Following any connection with each Discounted Payoff, the then-existing Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement, as applicable, shall be automatically amended, without any action or additional documentation required to be executed by the Mortgage Lender, applicable Other Mezzanine Lender, as applicable, or Mortgage Borrower or the applicable Other Mezzanine Borrower, as applicable, to reduce the applicable Mortgage Release Amount (or Other Mezzanine Release Amount, as defined in any Mezzanine Loan) for each Individual Property applicable, with respect to any each Property for the Mortgage Loan or such Other Mezzanine Loan shall be reduced Loan, as applicable, by a percentage fraction, expressed as a fraction (x) percentage, the numerator of which is the applicable Face Amount of any Mezzanine Loan that is being retired and (y) the denominator of which is the Face Amount outstanding principal amount of any the Mortgage Loan or the applicable Other Mezzanine Loan Loan, as applicable, as of the such date immediately prior to such Discounted Payoff. (d) Lender acknowledges that any intercreditor or co-lender arrangements among Lender, Mortgage Lender and/or the Other Mezzanine Lenders shall permit Discounted Payoffs of a portion of the Mortgage Loan or an Other Mezzanine Loan, as applicable, without requiring the consent of Lender, Mortgage Lender, any Other Mezzanine Lenders or any participants or holders of the Mortgage Loan or any Other Mezzanine Loan, as applicable.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, or any other Loan Party or any Mezzanine Borrower to make, or any Lender or any Mezzanine Lender to accept, a Discounted Payoff under this Agreement or any Mezzanine Loan Agreement, any Mezzanine as applicable, Borrower and its Affiliates shall be permitted to make prepay at a discount any non-securitized portion of the Loan in whole (a “Discounted Payoff of any Mezzanine LoanPayoff”); provided that, no Event of Default is continuing (solely under the Loan and not any Mezzanine Loan) and, and provided, further, that any Mezzanine the Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement or any Lender DocumentsAgreement, any prepayments made by any Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such any non-securitized portion of any Mezzanine Loan the Loan, as applicable, held by any Mezzanine Lender or participant in any Mezzanine Loan by an amount equal to the Face Amount of such Discounted Payoff. For purposes of calculating Notwithstanding such Discounted Payoff, the Debt Yield, any non-securitized portion of any Mezzanine the Loan shall be deemed to remain outstanding after giving effect for the term of the Loan at the amount of principal then outstanding immediately prior to such Discounted Payoff shall be reduced by the Face Amount for purposes of any Mezzanine Loan retired in connection with such Discounted Payoffcalculating Debt Yield. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of any Mezzanine Loan shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any Mezzanine the Loan. (c) Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender and/or any Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and Lenders shall permit Discounted Payoffs of any Mezzanine the entire non-securitized portion of the Loan (in whole or part) without requiring the consent of Lender any other Lender, any participants or any Mezzanine Lender (or participants) and in the event holders of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and controlportion of the Loan. (d) Following any Discounted Payoff, the then-then existing Release Amount (as defined in any Mezzanine Loan) for each Individual Property with respect to any Mezzanine Loan shall be reduced by a percentage expressed as a fraction (x) the numerator of which is the Face Amount principal amount of any Mezzanine the Loan that is being retired and (y) the denominator of which is the Face Amount outstanding principal amount of any Mezzanine the Loan as of the date immediately prior to such Discounted Payoff.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, or any other Loan Party Borrower or any Mezzanine Borrower to make, or any Lender or any Mezzanine Lender to accept, a Discounted Payoff prepayment under this Agreement or any Mezzanine Loan Agreement, any as applicable, each Mezzanine Borrower and its Affiliates shall be permitted to make prepay any portion of the related Mezzanine Loan (each a “Discounted Payoff of any Mezzanine Loan; Payoff”) provided that, no Event of Default is continuing, no Mezzanine A Loan Default is continuing (solely under and no Mezzanine B Loan Default is continuing, provided further that the Loan and not any Mezzanine Loan) and, provided, further, that any applicable Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement or any Lender DocumentsAgreement, any prepayments made by any a Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such the portion of any the related Mezzanine Loan held by the holder of the such Mezzanine Loan (which may be any of the Mezzanine Lenders or participants holding an interest in such Mezzanine Loans) accepting such Discounted Payoff and not to Lender or any other Mezzanine Lender or participant in any holder of the related Mezzanine Loan by an amount equal to the Face Amount of Loan. Notwithstanding such Discounted Payoff. For purposes of calculating , the Debt Yield, any portion of any applicable Mezzanine Loan shall be deemed to remain outstanding after giving effect at the amount of principal then outstanding immediately prior to such Discounted Payoff shall be reduced by for purposes of calculating Debt Yield and the Face Amount of any Mezzanine Loan retired in connection with such Discounted PayoffDebt Service Coverage Ratio. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of any such Mezzanine Loan shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any the related Mezzanine Loan. (c) Borrower shall within thirty (30) days after each Discounted Payoff provide written notice to Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender and/or any Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and shall permit Discounted Payoffs of any Mezzanine Loan (in whole or part) without requiring the consent of Lender or any Mezzanine Lender (or participants) and in the event of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and control. (d) Following any Discounted Payoff, the then-existing Release Amount (as defined in any Mezzanine Loan) for each Individual Property with respect to any Mezzanine Loan shall be reduced by a percentage expressed as a fraction (x) the numerator of which is setting forth the Face Amount for such Discounted Payoff. Upon written request from Lender, Borrower shall also provide a response setting forth the difference between the amount of any the Discounted Payoff and the Face Amount for the related Mezzanine Loan. “Face Amount” shall mean the actual principal amount of the related Mezzanine Loan that is being retired and (y) the denominator of which is the Face Amount of any Mezzanine Loan as of the date immediately prior prepaid pursuant to such a Discounted Payoff.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, or any other Loan Party Borrower or any Mezzanine A Borrower to make, or any Lender or any Mezzanine A Lender to accept, a Discounted Payoff prepayment under this Loan Agreement or any the Mezzanine A Loan Agreement, any Mezzanine as applicable, Borrower and its Affiliates Mezzanine A Borrower shall be permitted to make prepay any portion of the Loan or the Mezzanine A Loan (each a “Discounted Payoff of any Mezzanine Loan; Payoff”) provided that, no Event of Default, Mortgage Loan Default or Mezzanine A Loan Default is continuing (solely under continuing, provided further that the Loan and not any Mezzanine Loan) and, provided, further, that any applicable Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement or any Lender DocumentsAgreement, any prepayments made by any a Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such the portion of any the related Mezzanine Loan held by the holder of such Mezzanine Loan (which may be any of the Mezzanine Lenders or participants holding an interest in such Mezzanine Loan) accepting such Discounted Payoff and not to Lender or any other Mezzanine Lender or participant in any the holder of the related Mezzanine Loan by an amount equal to the Face Amount of Loan. Notwithstanding such Discounted Payoff. For purposes of calculating , the Debt Yield, any portion of any applicable Mezzanine Loan shall be deemed to remain outstanding after giving effect at the amount of principal then outstanding immediately prior to such Discounted Payoff shall be reduced by for purposes of calculating Debt Yield and the Face Amount of any Mezzanine Loan retired in connection with such Discounted PayoffDebt Service Coverage Ratio. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of any such Mezzanine Loan shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any the related Mezzanine Loan. (c) Borrower shall within thirty (30) days after each Discounted Payoff provide written notice to Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender and/or any Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and shall permit Discounted Payoffs of any Mezzanine Loan (in whole or part) without requiring the consent of Lender or any Mezzanine Lender (or participants) and in the event of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and control. (d) Following any Discounted Payoff, the then-existing Release Amount (as defined in any Mezzanine Loan) for each Individual Property with respect to any Mezzanine Loan shall be reduced by a percentage expressed as a fraction (x) the numerator of which is setting forth the Face Amount of any Mezzanine Loan that is being retired and (y) the denominator of which is the Face Amount of any Mezzanine Loan as of the date immediately prior to for such Discounted Payoff.. Upon written request from Lender, Borrower shall also provide a response

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, or any other Loan Party Borrower or any Mezzanine Borrower to make, or any Lender or any Mezzanine Lender to accept, accept a Discounted Payoff under this Loan Agreement or any Mezzanine Loan Agreement, any as applicable, each Mezzanine Borrower and its Affiliates shall be permitted to make prepay at a discount any portion of the related Mezzanine Loan (each a “Discounted Payoff of any Mezzanine LoanPayoff”); provided that, no Event of Default is continuing (solely under the Loan and not any Mezzanine Loan) and, provided, further, and provided further that any the applicable Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement or any Lender DocumentsAgreement, any prepayments made by any a Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such the portion of any the related Mezzanine Loan Loan, as applicable, held by any the Mezzanine Lender or participant in any the Loan or such Mezzanine Loan accepting such Discounted Payoff by an amount equal to the Face Amount of Amount. Notwithstanding such Discounted Payoff. For purposes of calculating , the Debt Yield, any portion of any applicable Mezzanine Loan shall be deemed to remain outstanding after giving effect at the amount of principal then outstanding immediately prior to such Discounted Payoff shall be reduced by the Face Amount for purposes of any Mezzanine Loan retired in connection with such Discounted Payoffcalculating Debt Yield. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of any Mezzanine Loan shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any the related Mezzanine Loan. (c) Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender and/or any the Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and Lenders shall permit Discounted Payoffs of any a portion of each Mezzanine Loan (in whole or part) without requiring the consent of Lender Lender, any other Mezzanine Lenders or any Mezzanine Lender (participants or participants) and in the event holders of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and control. (d) Following any Discounted Payoff, the then-existing Release Amount (as defined in any Mezzanine Loan) for each Individual Property with respect to any Mezzanine Loan shall be reduced by a percentage expressed as a fraction (x) the numerator of which is the Face Amount of any Mezzanine Loan that is being retired and (y) the denominator of which is the Face Amount of any Mezzanine Loan as of the date immediately prior to such Discounted Payoff.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, Mortgage Borrower or any other Loan Party or any Other Mezzanine Borrower to make, or any Lender, Mortgage Lender or any Other Mezzanine Lender to accept, a Discounted Payoff under this Loan Agreement, the Mortgage Loan Agreement or any Other Mezzanine Loan Agreement, any as applicable, Mortgage Borrower each Other Mezzanine Borrower and its Affiliates shall be permitted to make prepay at a Discounted Payoff discount any portion of any the Mortgage Loan or related Other Mezzanine Loan, as applicable (each a “Discounted Payoff”); provided that, no Mortgage Event of Default is continuing (solely under continuing, Mezzanine A Loan Default is continuing, no Event of Default and no Mezzanine C Loan Default is continuing, and provided further that Mortgage Lender or the Loan and not any applicable Other Mezzanine Loan) andLender, providedas applicable, further, that any Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented agrees to accept such prepaymentDiscounted Payoff. Notwithstanding anything to the contrary contained in this Agreement or any Lender DocumentsAgreement, any prepayments made by any Mortgage Borrower or an Other Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such the portion of any the Mortgage Loan or related Other Mezzanine Loan Loan, as applicable, held by any the Other Mezzanine Lender Lender, as applicable, or participant in any such Other Mezzanine Loan accepting such Discounted Payoff by an amount equal to the Face Amount of Amount. Notwithstanding such Discounted Payoff. For purposes , the Mortgage Loan, applicable Other Mezzanine Loan, as applicable, shall be deemed to remain outstanding at the amount of calculating the Debt Yield, any portion of any Mezzanine Loan deemed principal then outstanding after giving effect immediately prior to such Discounted Payoff shall be reduced by the Face Amount for purposes of any Mezzanine Loan retired in connection with such Discounted Payoffcalculating Debt Yield. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of the Mortgage Loan or any Other Mezzanine Loan Loan, as applicable, shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any the Mortgage Loan related Other Mezzanine Loan, as applicable. (c) Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender and/or any Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and shall permit Discounted Payoffs of any Mezzanine Loan (in whole or part) without requiring the consent of Lender or any Mezzanine Lender (or participants) and in the event of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and control. (d) Following any connection with each Discounted Payoff, the then-existing Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement, as applicable, shall be automatically amended, without any action or additional documentation required to be executed by the Mortgage Lender, applicable Other Mezzanine Lender, as applicable, or Mortgage Borrower or the applicable Other Mezzanine Borrower, as applicable, to reduce the applicable Mortgage Release Amount (or Other Mezzanine Release Amount, as defined in any Mezzanine Loan) for each Individual Property applicable, with respect to any each Property for the Mortgage Loan or such Other Mezzanine Loan shall be reduced Loan, as applicable, by a percentage fraction, expressed as a fraction (x) percentage, the numerator of which is the applicable Face Amount of any Mezzanine Loan that is being retired and (y) the denominator of which is the Face Amount outstanding principal amount of any the Mortgage Loan or the applicable Other Mezzanine Loan Loan, as applicable, as of the such date immediately prior to such Discounted Payoff. (d) Lender acknowledges that any intercreditor or co-lender arrangements among Lender, Mortgage Lender and/or the Other Mezzanine Lenders shall permit Discounted Payoffs of a portion of the Mortgage Loan or an Other Mezzanine Loan, as applicable, without requiring the consent of Lender, Mortgage Lender, any Other Mezzanine Lenders or any participants or holders of the Mortgage Loan or any Other Mezzanine Loan, as applicable.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, or any other Loan Party or any Mezzanine Borrower Borrowers to make, or any Lender or any Mezzanine Lender to accept, a Discounted Payoff under this Agreement or any the applicable Mezzanine Loan Agreement, any as applicable, Mezzanine Borrower and its Affiliates Borrowers shall be permitted to make prepay at a Discounted Payoff discount all or any portion of any Mezzanine LoanLoan (each a “Discounted Payoff”); provided that, no Event of Default is continuing (solely under the Loan and not any Mezzanine Loan) and, and provided, further, that any the Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement or any Lender DocumentsAgreement, any prepayments made by any the Mezzanine Borrower or its Affiliates Borrowers in connection with a Discounted Payoff shall be applied solely to reduce such the portion of any the Mezzanine Loan Loans held by any the Mezzanine Lender or participant in any the Mezzanine Loan Loans by an amount equal to the Face Amount of such Discounted Payoff. For purposes of calculating the Debt YieldYield (Aggregate), any portion of any the Mezzanine Loan Loans deemed outstanding after giving effect to upon such Discounted Payoff shall be reduced by the Face Amount amount of any the Mezzanine Loan Loan(s) retired in connection with such Discounted Payoff. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of any the Mezzanine Loan Loans shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any the Mezzanine LoanLoans. (c) Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender and/or any the Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and shall permit Discounted Payoffs of any a portion of the Mezzanine Loan (in whole or part) Loans without requiring the consent of Lender or any Mezzanine Lender (or participants) and in the event of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and controlLender. (d) Following any Discounted Payoff, the then-then existing Release Amount (as defined in any Mezzanine Loan) for each Individual Property with respect to any the Mezzanine Loan Loans subject to such Discounted Payoff shall be reduced by a percentage percentages expressed as a fraction (x) the numerator of which is the Face Amount principal amount of any the Mezzanine Loan Loans that is being retired and (y) the denominator of which is the Face Amount outstanding principal amount of any the Mezzanine Loan Loans as of the date immediately prior to such Discounted Payoff.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, or any other Loan Party Borrower or any Mezzanine B Borrower to make, or any Lender or any Mezzanine B Lender to accept, a Discounted Payoff prepayment under this Loan Agreement or any the Mezzanine B Loan Agreement, any Mezzanine as applicable, Borrower and its Affiliates Mezzanine B Borrower shall be permitted to make prepay any portion of the Loan or the Mezzanine B Loan (each a “Discounted Payoff of any Mezzanine Loan; Payoff”) provided that, no Event of Default, Mortgage Loan Default or Mezzanine B Loan Default is continuing (solely under continuing, provided further that the Loan and not any Mezzanine Loan) and, provided, further, that any applicable Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement or any Lender DocumentsAgreement, any prepayments made by any a Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such the portion of any the related Mezzanine Loan held by the holder of the such Mezzanine Loan (which may be any of the Mezzanine Lenders or participants holding an interest in such Mezzanine Loans) accepting such Discounted Payoff and not to Lender or any other Mezzanine Lender or participant in any holder of the related Mezzanine Loan by an amount equal to the Face Amount of Loan. Notwithstanding such Discounted Payoff. For purposes of calculating , the Debt Yield, any portion of any applicable Mezzanine Loan shall be deemed to remain outstanding after giving effect at the amount of principal then outstanding immediately prior to such Discounted Payoff shall be reduced by for purposes of calculating Debt Yield and the Face Amount of any Mezzanine Loan retired in connection with such Discounted PayoffDebt Service Coverage Ratio. (b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of any such Mezzanine Loan shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any the related Mezzanine Loan. (c) Borrower shall within thirty (30) days after each Discounted Payoff provide written notice to Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender and/or any Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and shall permit Discounted Payoffs of any Mezzanine Loan (in whole or part) without requiring the consent of Lender or any Mezzanine Lender (or participants) and in the event of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and control. (d) Following any Discounted Payoff, the then-existing Release Amount (as defined in any Mezzanine Loan) for each Individual Property with respect to any Mezzanine Loan shall be reduced by a percentage expressed as a fraction (x) the numerator of which is setting forth the Face Amount for such Discounted Payoff. Upon written request from Lender, Borrower shall also provide a response setting forth the difference between the amount of any the Discounted Payoff and the Face Amount for the related Mezzanine Loan. “Face Amount” shall mean the actual principal amount of the related Mezzanine Loan that is being retired and (y) the denominator of which is the Face Amount of any Mezzanine Loan as of the date immediately prior prepaid pursuant to such a Discounted Payoff.