Common use of Discounted Payoff Clause in Contracts

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement and without any obligation on the part of Borrower to make, or any Lender to accept a Discounted Payoff under this Loan Agreement, Borrower shall be permitted to prepay at a discount any portion of the Loan (a “Discounted Payoff”); provided that, no Mortgage Loan Default or Mezzanine A Loan Default is continuing, and provided further that Lender has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement, any prepayments made by Borrower in connection with a Discounted Payoff shall be applied solely to reduce the portion of the Loan held by the Lender or participant in the Loan accepting such Discounted Payoff by an amount equal to the Face Amount. Notwithstanding such Discounted Payoff, the Loan shall be deemed to remain outstanding at the amount of principal then outstanding immediately prior to such Discounted Payoff for purposes of calculating Debt Yield. (b) Borrower acknowledges and agrees that any Discounted Payoff of any Mezzanine Loan shall in no event be characterized by Borrower as a purchase of an interest in the related Mezzanine Loan. (c) Lender acknowledges that any intercreditor or co-lender arrangements among the Lender, Mortgage Lender and/or the Mezzanine A Lender shall permit Discounted Payoffs of a portion of each Mezzanine Loan without requiring the consent of Lender, Mortgage Lender, Mezzanine A Lender or any participants or holders of any Mezzanine Loan.

Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement and without any obligation on the part of Borrower, Mortgage Borrower or any Other Mezzanine Borrower to make, or any Lender, Mortgage Lender or Other Mezzanine Lender to accept accept, a Discounted Payoff under this Loan Agreement, the Mortgage Loan Agreement or any Other Mezzanine Loan Agreement, as applicable, Mortgage Borrower, each Other Mezzanine Borrower shall be permitted to prepay at a discount any portion of the Mortgage Loan or related Other Mezzanine Loan, as applicable (each a “Discounted Payoff”); provided that, no Mortgage Loan Event of Default or is continuing, Mezzanine A Loan Default is continuing, no Mezzanine B Loan Default and no Event of Default is continuing, and provided further that Mortgage Lender has consented or the applicable Other Mezzanine Lender, as applicable, receiving such Discounted Payoff agrees to accept such prepaymentDiscounted Payoff. Notwithstanding anything to the contrary contained in this Agreement, any prepayments made by Mortgage Borrower or an Other Mezzanine Borrower in connection with a Discounted Payoff shall be applied solely to reduce the portion of the Mortgage Loan or related Other Mezzanine Loan, as applicable, held by the Lender Other Mezzanine Lender, as applicable, or participant in the such Other Mezzanine Loan accepting such Discounted Payoff by an amount equal to the Face Amount. Notwithstanding such Discounted Payoff, the Loan Mortgage Loan, applicable Other Mezzanine Loan, as applicable, shall be deemed to remain outstanding at the amount of principal then outstanding immediately prior to such Discounted Payoff for purposes of calculating Debt Yield. (b) Borrower 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 as a purchase of an interest in the Mortgage Loan related Other Mezzanine Loan, as applicable. (c) Lender acknowledges that in connection with each Discounted Payoff, the 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 applicable, with respect to each Property for the Mortgage Loan or such Other Mezzanine Loan, as applicable, by a fraction, expressed as a percentage, the numerator of which is the applicable Face Amount and the denominator of which is the outstanding principal amount of the Mortgage Loan or the applicable Other Mezzanine Loan, as applicable, as of such date immediately prior to such Discounted Payoff. (d) Lender acknowledges that any intercreditor or co-lender arrangements among the Lender, Mortgage Lender and/or the Other Mezzanine A Lender Lenders shall permit Discounted Payoffs of a portion of each the Mortgage Loan or an Other Mezzanine Loan Loan, as applicable, without requiring the consent of Lender, Mortgage Lender, any Other Mezzanine A Lender Lenders or any participants or holders of the Mortgage Loan or any Other Mezzanine Loan, as applicable.