Common use of Exit Fee Clause in Contracts

Exit Fee. On the Termination Date or upon any voluntary prepayment of the Term Loan as permitted hereunder or upon any mandatory prepayment of the Term Loan, Borrowers shall pay to Administrative Agent for the benefit of Lenders a fee (the "Exit Fee") equal to the Term Loan Commitment multiplied by the Applicable Exit Fee Percentage. If any such prepayments are made, then upon such prepayment, Borrower shall pay to Administrative Agent the proportionate amount of the Exit Fee attributable to such prepayment; provided, however, that in the event of a casualty or Taking and the application of any Casualty Proceeds therefrom to a prepayment of a portion of the Obligations is required by Administrative Agent, payment of the Exit Fee allocable to such prepayment shall not be required. The term "Applicable Exit Fee Percentage" means: one percent (1.0%) if the payment is made on or before the twenty-fourth (24th) full calendar month following the Closing Date; and one half of one percent (.50%) if the payment is made during or after the twenty-fifth (25th) full calendar month following the Closing Date; provided, however, that if the Termination Date occurs during the Closed Period, the Exit Fee shall be an amount equal to the sum of one percent (1.0%) multiplied by the Term Loan Commitment plus the amount of interest which would have been due and payable from the Termination Date through the end of the Closed Period, assuming a Base Rate equal to the Base Rate as of the Termination Date. Notwithstanding the foregoing, if (i) the Term Loan is repaid with the proceeds of an acquisition or refinancing mortgage loan facility provided by Xxxxxxx Xxxxx with respect to both Projects or (ii) Xxxxxxx Xxxxx fails to deliver a term sheet with respect to providing such mortgage loan facility within thirty (30) days after receipt from Borrowers of a written request for a term sheet, the Exit Fee will be waived.

Exit Fee. On the Termination Date or upon any voluntary prepayment of the Term Loan as permitted hereunder or upon any mandatory prepayment of the Term Loan, . Borrowers shall pay to Administrative Agent for the benefit of Lenders a fee (the "Exit Fee") equal to the Term Loan Commitment multiplied by the Applicable Exit Fee Percentage. If any such prepayments are made, then upon such prepayment, Borrower shall pay to Administrative Agent the proportionate amount of the Exit Fee attributable to such prepayment; provided, however, that in the event of a casualty or Taking and the application of any Casualty Proceeds therefrom to a prepayment of a portion of the Obligations is Obligations, Borrower shall not be required by Administrative Agent, payment of to pay the Exit Fee allocable to such prepayment shall not be requiredprepayment. The term "Applicable Exit Fee Percentage" means: one two percent (1.02.0%) if the payment is made on or before the twenty-fourth (24th) full calendar month following the Closing Date; one percent (1.0%) if the payment is made during or after the twenty-fifth (25th) full calendar month following the Closing Date and before or during the thirty-sixth (36th) full calendar month following the Closing Date; and one half of one percent (.50%) if the payment is made during or after the twentythirty-fifth seventh (25th37th) full calendar month following the Closing Date; provided, however, that if the Termination Date occurs during the Closed Period, the Exit Fee shall be an amount equal to the sum of one two percent (1.02.0%) multiplied by the Term Loan Commitment plus the amount of interest which would have been due and payable from the Termination Date through the end of the Closed Period, assuming a Base Rate equal to the Base Rate as of the Termination Date. Notwithstanding the foregoing, if (i) the Term Loan is repaid with the proceeds of an acquisition or refinancing a mortgage loan facility provided by Xxxxxxx Xxxxx with respect to both all of the Projects not previously released from the Lien of the Financing Documents pursuant to Section 2.12 or (ii) Xxxxxxx Xxxxx fails to deliver a term sheet with respect to providing such mortgage loan facility within thirty (30) days after receipt from Borrowers of a written request for a term sheet, the Applicable Exit Fee will Percentage shall be waivedreduced by one-half of one percent (.50%) with respect to payments made from such refinancing proceeds.

Exit Fee. On Notwithstanding anything to the Termination Date contrary in the Credit Documents, at any time any of the Term Loans are paid, repaid, redeemed or prepaid (whether before, at the same time of or after the Maturity Date, in connection with any amortization payment or any acceleration, bankruptcy or otherwise, and including in connection with a Change of Control or a Loan Exchange Exercise), the Borrower shall pay to the Administrative Agent for the sole benefit of the Lenders (based on their Pro Rata Share of such Term Loans) a non-refundable exit fee (the “Exit Fee”) equal to 3.0% of the principal amount of the Term Loans paid, repaid, redeemed or prepaid up to a maximum of $5.70 million in the aggregate (the “Maximum Exit Fee”). The Exit Fee shall be due and payable to each Lender (or in the case of a Loan Exchange Exercise, the applicable Lender) in cash upon any voluntary each such payment, repayment, redemption or prepayment of the Term Loan Loans; provided that no Exit Fee shall be payable to any particular Lender after such Lender’s Pro Rata Share of the Maximum Exit Fee has been paid to such Lender. Any Exit Fee payable in accordance with this Section 2.9 shall be presumed to be equal to the liquidated damages sustained by the Lenders as permitted hereunder or upon the result of the occurrence of any mandatory event triggering the prepayment of such Exit Fee and the Borrower agrees that it is reasonable under the circumstances currently existing. Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge that the Exit Fee shall survive acceleration of the Obligations and/or the occurrence of any insolvency proceeding, and shall automatically accrue to the principal amount of the Term LoanLoans and shall constitute part of the Obligations for all purposes herein, Borrowers and interest shall pay to Administrative Agent for accrue on the benefit of Lenders a fee (the "Exit Fee") equal to the Term Loan Commitment multiplied by the Applicable Exit Fee Percentage. If any such prepayments are made, then upon such prepayment, Borrower shall pay to Administrative Agent the proportionate full principal amount of the Exit Fee attributable to such prepayment; provided, however, that in the event of a casualty or Taking and the application of any Casualty Proceeds therefrom to a prepayment of a portion of the Obligations is required by Administrative Agent, payment of Term Loans (including the Exit Fee allocable to such prepayment shall not be required. The term "Applicable Exit Fee Percentage" means: one percent (1.0%Fee) if the payment is made on or before the twenty-fourth (24th) full calendar month following the Closing Date; from and one half of one percent (.50%) if the payment is made during or after the twenty-fifth (25th) full calendar month following applicable triggering event. If the Closing Date; providedTerm Loans are accelerated for any reason pursuant to the terms herein, however, that if the Termination Date occurs during the Closed Periodincluding in connection with any insolvency proceeding, the Exit Fee shall be an amount equal to calculated as if the sum date of one percent (1.0%) multiplied by acceleration of the Term Loan Commitment plus Loans was the amount date of interest which would have been due and payable from the Termination Date through the end prepayment of the Closed PeriodTerm Loans. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EXIT FEE AND ANY DEFENSE TO PAYMENT WHETHER SUCH DEFENSE MAY BE BASED IN AMBIGUITY, assuming a Base Rate equal to the Base Rate as of the Termination DatePUBLIC POLICY OR OTHERWISE. Notwithstanding the foregoing, if The Borrower expressly agrees that: (iA) the Term Loan is repaid with the proceeds of an acquisition or refinancing mortgage loan facility provided by Xxxxxxx Xxxxx with respect to both Projects or (ii) Xxxxxxx Xxxxx fails to deliver a term sheet with respect to providing such mortgage loan facility within thirty (30) days after receipt from Borrowers of a written request for a term sheet, the Exit Fee will is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Exit Fee shall be waivedpayable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Exit Fee; (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (E) the Borrower’s agreement to pay the Exit Fee is a material inducement to the Lenders to provide the Term Loans; and (F) the Exit Fee represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such event triggering payment of the Exit Fee.

Exit Fee. On the Termination Date or upon any voluntary prepayment of the Term Loan as permitted hereunder or upon any mandatory prepayment of the Term Loan, Borrowers Borrower shall pay to Administrative Agent for the benefit of Lenders a Lender an exit fee (the "Exit Fee") equal for the Loan as set forth in this Section 2.3.2. With respect to any and all prepayments of all or a portion of the principal amount of the Loan (which prepayments, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) and with respect to any and all Release Payments made in connection with releases of all or a portion of the Property (which Release Payments and releases, if any, shall in all events be made in accordance with the terms of Section 2.9 hereof) (collectively, "Principal Repayments" and, individually, a "Principal Repayment") made prior to the Term Loan Commitment multiplied by six (6) month anniversary of the Applicable Exit Fee Percentage. If any such prepayments are made, then upon such prepaymentDisbursement, Borrower shall pay to Administrative Agent Lender an amount equal to two percent (2%) of the proportionate amount of such Principal Repayment as and when each such Principal Repayment is made or required to be made; with respect to each Principal Repayment made or required to be made during the Exit Fee attributable to such prepayment; provided, however, that in period commencing on the event of a casualty or Taking and day after the application of any Casualty Proceeds therefrom to a prepayment of a portion six (6) month anniversary of the Obligations is required by Administrative Agent, payment Disbursement and ending on the twelve (12) month anniversary of the Exit Fee allocable Disbursement, Borrower shall pay to Lender an amount equal to one and one-half percent (1.5%) of the amount of such prepayment Principal Repayment as and when each such Principal Repayment is made; with respect to each Principal Repayment made or required to be made during the period commencing on the day after the twelve (12) month anniversary of the Disbursement and ending at any time thereafter, including, without limitation, on the Maturity Date, Borrower shall not be required. The term "Applicable Exit Fee Percentage" means: pay to Lender an amount equal to one percent (1.01%) if of the payment amount of such Principal Repayment. The Exit Fee shall be in addition to any and all other fees or amounts required to be paid pursuant to the terms of this Agreement in connection with any repayment of principal, including, without limitation, the Release Payment and the amounts required to be paid by Section 2.9.1. The Exit Fee shall deemed fully earned upon the execution of this Agreement and shall be payable upon the earlier of (a) repayment of all (or, subject to the terms of this Agreement, a portion) of the principal and interest due and owing on the Loan, and (b) the Maturity Date or such earlier date as the Loan becomes due and payable whether by acceleration or otherwise. If there is made on an Event of Default or before the twenty-fourth (24th) full calendar month following the Closing Date; and one half a Potential Event of one percent (.50%) if the payment Default which is made during or after the twenty-fifth (25th) full calendar month following the Closing Date; provided, however, that if the Termination Date occurs during the Closed Periodnot cured within any applicable cure period, the Exit Fee shall be an amount equal to the sum of one percent (1.0%) multiplied by the Term Loan Commitment plus the amount of interest which would have been due calculated and payable from the Termination Date through the end of the Closed Period, assuming a Base Rate equal to the Base Rate as of the Termination Date. Notwithstanding date of the foregoingapplicable default and not as of the date of actual repayment (i.e., if an Event of Default occurs during the fifth (i5th) month after the Term Disbursement but Borrower does not repay the Loan is repaid with until the proceeds of an acquisition or refinancing mortgage loan facility provided by Xxxxxxx Xxxxx with respect to both Projects or ninth (ii9th) Xxxxxxx Xxxxx fails to deliver a term sheet with respect to providing such mortgage loan facility within thirty (30) days month after receipt from Borrowers of a written request for a term sheetthe Disbursement, the Exit Fee will due and payable shall be waivedtwo percent (2%) of the amount of the applicable Principal Repayment (which percentage is applicable to repayments made during the first six (6) months after Disbursement), even though such repayment was actually made after said six (6) month period).

Exit Fee. On The Borrowers agree to pay to the Lender an exit fee equal to 0.25% (the "EXIT FEE") of the outstanding principal balance of each Mortgage Loan pledged to the Lender, calculated as of the date the Mortgage Loan was pledged to the Lender, for each Mortgage Loan which is no longer pledged to the Lender hereunder (each such Mortgage Loan, a "SUBSEQUENTLY RELEASED MORTGAGE LOAN"). The Exit Fee as adjusted for the Underwriting Fees (as defined below) shall be due and payable on the Termination Date and payment shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Lender at the account set forth in Section 3.01(a) hereof. Without limiting the generality of the foregoing, any Exit Fee for any Subsequently Released Mortgage Loan shall accrue upon any Borrower: (i) placing such Subsequently Released Mortgage Loan in a transaction resulting in the issuance of securities backed in whole or in part by such Subsequently Released Mortgage Loan ; (ii) selling such Subsequently Released Mortgage Loan; (iii) refinancing all or a portion of the Loans extended hereunder and secured in whole or in part by such Subsequently Released Mortgage Loan; or (iv) terminating the Loans or this Loan Agreement (whether due to an Event of Default, the occurrence of the Termination Date or upon any voluntary prepayment otherwise). The Exit Fee payable on the Termination Date shall be reduced by the aggregate amount of underwriting fees (net of expenses) received by Lender or Lender's Affiliates in transactions where the Term Loan Lender or Lender's Affiliate, acting as permitted hereunder the lead or upon any mandatory prepayment co-lead underwriter or placement agent, placed Subsequently Released Mortgage Loans in transactions resulting in the issuance of the Term Loan, Borrowers shall pay to Administrative Agent for the benefit of Lenders a fee securities backed in whole or in part by such Subsequently Released Mortgage Loans (the "Exit FeeUNDERWRITING FEES") equal to the Term Loan Commitment multiplied by the Applicable Exit Fee Percentage). If any such prepayments are made, then upon such prepayment, Borrower shall pay to Administrative Agent the proportionate amount of the Exit Fee attributable to such prepayment; provided, however, that in In the event of that any Mortgage Loan becomes a casualty or Taking and Subsequently Released Mortgage Loan solely because the application of any Casualty Proceeds therefrom Lender fails to a prepayment of a portion of the Obligations is required by Administrative Agent, payment of the Exit Fee allocable to such prepayment shall not be required. The term "Applicable Exit Fee Percentage" means: one percent (1.0%) if the payment is made on or before the twenty-fourth (24th) full calendar month following the Closing Date; and one half of one percent (.50%) if the payment is made during or after the twenty-fifth (25th) full calendar month following the Closing Date; provided, however, that if extend the Termination Date occurs during the Closed Periodin accordance with Section 2.09 hereof, the no Exit Fee shall be an amount equal to the sum payable on account of one percent (1.0%) multiplied by the Term Loan Commitment plus the amount of interest which would have been due and payable from the Termination Date through the end of the Closed Period, assuming a Base Rate equal to the Base Rate as of the Termination Date. Notwithstanding the foregoing, if (i) the Term Loan is repaid with the proceeds of an acquisition or refinancing mortgage loan facility provided by Xxxxxxx Xxxxx with respect to both Projects or (ii) Xxxxxxx Xxxxx fails to deliver a term sheet with respect to providing such mortgage loan facility within thirty (30) days after receipt from Borrowers of a written request for a term sheet, the Exit Fee will be waivedSubsequently Released Mortgage Loans.

Exit Fee. On the Termination Date Upon any repayment or upon any voluntary prepayment in whole or part of the Term Loan as permitted hereunder or upon any mandatory prepayment of the Term Loan, Borrowers including without limitation, a prepayment under Sections 2.3.3 or 2.5 of this Agreement, (but excluding a prepayment as required pursuant hereto in connection with a Casualty or Condemnation), Borrower shall be required to pay to Administrative Agent for the benefit of Lenders Xxxxxxx Xxxxx Commercial Mortgage Capital, L.P. a fee non-refundable sum (the "“Exit Fee"”) on the date of such repayment or prepayment equal to the Term product of the principal amount of the Loan Commitment being repaid or prepaid multiplied by the Applicable Exit Fee Percentage. If any such prepayments are made, then upon such prepayment, Borrower shall pay to Administrative Agent the proportionate amount of the Exit Fee attributable to such prepayment; provided, however, that in the event of a casualty or Taking and the application of any Casualty Proceeds therefrom to a prepayment of a portion upon repayment of the Obligations is required by Administrative Agent, payment of Loan in full the Exit Fee allocable to such prepayment shall not be required. The term "Applicable Exit Fee Percentage" means: one percent (1.0%) if the payment is made on or before the twenty-fourth (24th) full calendar month following the Closing Date; and one half of one percent (.50%) if the payment is made during or after the twenty-fifth (25th) full calendar month following the Closing Date; provided, however, that if the Termination Date occurs during the Closed Period, the Exit Fee shall will be an amount equal to the product of (x) the sum of one percent (1.0%) principal amount of the Loan being repaid or prepaid plus any unfunded portion of the Loan Amount multiplied by (y) the Term Loan Commitment plus the amount of interest which would have been due and payable from the Termination Date through the end of the Closed Period, assuming a Base Rate equal to the Base Rate as of the Termination DateExit Fee Percentage. Notwithstanding the foregoing, if (i) the Term Exit Fee payable with respect to any prepayment made in connection with a release of a Release Parcel pursuant to section 2.5.3 shall be paid at the time the Loan is repaid with in full (whether repaid pursuant to Section 2.3.4 of this Agreement, at maturity or upon acceleration of the proceeds of an acquisition or refinancing mortgage loan facility provided Loan). All Exit Fees shall be deemed to be earned in full by Xxxxxxx Xxxxx with respect Sachs Commercial Mortgage Capital, L.P. upon the funding of the Loan and shall constitute part of the Debt. Notwithstanding anything to both Projects or (ii) the contrary contained in this Section 2.6, Xxxxxxx Xxxxx fails to deliver a term sheet with respect to providing such mortgage loan facility within thirty (30) days after receipt from Borrowers of a written request for a term sheetCommercial Mortgage Capital, L.P. shall waive the Exit Fee will be waivedpayable at the time the Loan is repaid in full if the Loan is refinanced by Xxxxxxx Sachs Commercial Mortgage Capital, L.P. or an Affiliate of Xxxxxxx Xxxxx Commercial Mortgage Capital, L.P. Upon the acceleration of the Loan, any unpaid portion of the Exit Fee shall become immediately due and payable by Borrower.