Common use of Permitted Prepayment Clause in Contracts

Permitted Prepayment. 10.1 Any Prime Rate Loan(s) may be prepaid at any time in whole or in part without charge. 10.2 If no Event of Default exists, Borrower shall have the right at any time and from time to time to prepay any LIBOR Advance on a date other than the last Banking Day of the then current Interest Period in whole (but not in part). If Borrower elects to prepay a LIBOR Advance, of if payment of a LIBOR Advance is required by Bank on a date other than the last Banking Day of the then current Interest Period pursuant to Section 10.3, below, Borrower shall pay to Lender a yield maintenance fee (the “Yield Maintenance Fee”) in an amount computed as follows: 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 maturity date of the term chosen pursuant to the Interest Period as to which the prepayment is made, shall be subtracted from the “cost of funds” component of the fixed rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no Yield Maintenance Fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term chosen pursuant to the Interest Period as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the number of days remaining in the designated term and using the above referenced United States Treasury security rate and the number of days remaining in the designated term chosen pursuant to the Interest Period as to which the prepayment is made. The resulting amount shall be the Yield Maintenance Fee due to Lender upon prepayment of the fixed rate loan. 10.3 If by reason of any Event of Default Lender elects to declare the Loan to be immediately due and payable, then any Yield Maintenance Fee with respect to the Loan shall become due and payable in the same manner as though ▇▇▇▇▇▇▇▇ had exercised such right of prepayment. Borrower recognizes that Lender will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of a prepayment of the Loan and that the Yield Maintenance Fee compensates Lender for such costs and expenses. ▇▇▇▇▇▇▇▇ acknowledges that the Yield Maintenance Fee is bargained for consideration and not a penalty. 10.4 All such prepayments of LIBOR Advances or Prime Rate Advances shall be applied first to fees and expenses then due hereunder, then to interest on the unpaid principal balance accrued to the date of prepayment and last to the principal balance then due hereunder.

Permitted Prepayment. 10.1 Any Prime Rate Loan(s) A. From and after the Permitted Prepayment Date and subject to the terms and conditions set forth in this Section 2.4.2, the Borrowers may be prepaid prepay the Loan at any time in whole or in part without charge. 10.2 If no Event (hereinafter, a “Prepayment”), provided that (a) the Borrowers shall provide not less than 30 days’ and not more than 120 days’ prior written notice (a “Prepayment Notice”) to Lender specifying the date on which the Prepayment is scheduled to occur and such scheduled payment date shall not be on any date during the two (2) Business Day period prior to the fifteenth (15th) calendar day of Default existssuch month, but not including, the fifteenth (15th) calendar day of such month (such scheduled date, the “Prepayment Date”), which notice shall indicate the principal amount of the Notes to be so prepaid and the specific Property to be released from the Lien of the Loan Documents pursuant to such Prepayment, (b) the Borrowers shall have paid Debt Service (i.e., accrued and unpaid interest on the principal amount being repaid) upon making such Prepayment through the end of the Interest Accrual Period in which the Prepayment is to occur (even if such period extends beyond the scheduled prepayment date), (c) the Borrower shall have pay the right at any time Prepayment Fee upon making such Prepayment and from time to time to prepay any LIBOR Advance on a date other than (d) simultaneously with the last Banking Day Prepayment of the then current Interest Period Loan, each Mezzanine Loan shall be prepaid by the applicable Mezzanine Borrower in whole accordance with Section 2.4.2 of the applicable Mezzanine Loan Agreement in an amount equal to the product of (but not i) the principal amount of the applicable Prepayment of the Loan, times (ii) the ratio of (A) the principal balance of the applicable Mezzanine Loan immediately prior to such Prepayment, to (B) the principal balance of the Loan immediately prior to such Prepayment. It is the intention and agreement of the parties that, subject to the requirements and limitations set forth in part). If Borrower elects to prepay a LIBOR Advancethe previous sentence, of if payment any Property may, from and after the Permitted Prepayment Date, be the subject of a LIBOR Advance is required by Bank on a date other than the last Banking Day Prepayment and simultaneous release of the then current Interest Period pursuant to Liens of the Loan Documents; provided (i) the amount of the Prepayment equals or exceeds the Release Amount for the Property, and (ii) the provisions of Section 10.32.5.2 are complied with. On the Prepayment Date, below, Borrower Borrowers shall pay to Lender a yield maintenance fee (the “Yield Maintenance Fee”) in an amount computed as follows: 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 maturity date of the term chosen pursuant to the Interest Period as to which the prepayment is made, shall be subtracted from the “cost of funds” component of the fixed rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no Yield Maintenance Fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the Prepayment specified in the notice, all accrued and unpaid interest on the principal balance of the Notes being prepaidso repaid through and including the date that is the last day of the Interest Accrual Period in which such Prepayment occurs, all other sums then due under the Notes, this Agreement, the applicable Mortgage and the other Loan Documents, and all reasonable costs and expenses of Lender incurred in connection with the Prepayment, including reasonable attorneys’ fees and disbursements. The resulting amount Lender shall not be divided by 360 and multiplied obligated to accept any Prepayment of the principal balance of the Notes, or any portion thereof, unless it is accompanied by the number of days remaining prepayment consideration due in the term chosen connection therewith pursuant to the Interest Period as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the number of days remaining in the designated term and using the above referenced United States Treasury security rate and the number of days remaining in the designated term chosen pursuant to the Interest Period as to which the prepayment is made. The resulting amount shall be the Yield Maintenance Fee due to Lender upon prepayment of the fixed rate loanterms hereof. 10.3 If by reason of any Event of Default Lender elects to declare the Loan to be immediately due and payable, then any Yield Maintenance Fee with respect to the Loan shall become due and payable in the same manner as though ▇▇▇▇▇▇▇▇ had exercised such right of prepayment. Borrower recognizes that Lender will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of a prepayment of the Loan and that the Yield Maintenance Fee compensates Lender for such costs and expenses. ▇▇▇▇▇▇▇▇ acknowledges that the Yield Maintenance Fee is bargained for consideration and not a penalty. 10.4 All such prepayments of LIBOR Advances or Prime Rate Advances shall be applied first to fees and expenses then due hereunder, then to interest on the unpaid principal balance accrued to the date of prepayment and last to the principal balance then due hereunder.

Permitted Prepayment. 10.1 Any Prime Base Rate Loan(s) may be prepaid at any time in whole or in part without charge. 10.2 If no Event of Default exists, Borrower shall have the right at any time and from time to time to prepay any LIBOR Advance on a date other than the last Banking Day of the then current Interest Period in whole (but not in part). If Borrower elects to prepay a LIBOR Advance, of if payment of a LIBOR Advance is required by the Bank on a date other than the last Banking Day of the then current Interest Period pursuant to Section 10.3, below, Borrower shall pay to Lender a yield maintenance fee (the “Yield Maintenance Fee”) in an amount computed as follows: 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 maturity date of the term chosen pursuant to the Interest Period as to which the prepayment is made, shall be subtracted from the “cost of funds” component of the fixed rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no Yield Maintenance Fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term chosen pursuant to the Interest Period as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the number of days remaining in the designated term and using the above referenced United States Treasury security rate and the number of days remaining in the designated term chosen pursuant to the Interest Period as to which the prepayment is made. The resulting amount shall be the Yield Maintenance Fee due to Lender upon prepayment of the fixed rate loan. 10.3 If by reason of any Event of Default Lender elects to declare the Loan to be immediately due and payable, then any Yield Maintenance Fee with respect to the Loan shall become due and payable in the same manner as though ▇▇▇▇▇▇▇▇ had exercised such right of prepayment. Borrower recognizes that Lender will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of a prepayment of the Loan and that the Yield Maintenance Fee compensates Lender for such costs and expenses. ▇▇▇▇▇▇▇▇ Borrower acknowledges that the Yield Maintenance Fee is bargained for consideration and not a penalty. 10.4 All such prepayments of LIBOR Advances or Prime Fixed Rate Advances shall be applied first to fees and expenses then due hereunder, then to interest on the unpaid principal balance accrued to the date of prepayment and last to the principal balance then due hereunder.

Permitted Prepayment. 10.1 Any Prime Rate Loan(s) A. From and after the Permitted Prepayment Date and subject to the terms and conditions set forth in this Section 2.4.2, the Borrowers may be prepaid prepay the Loan at any time in whole or in part without charge. 10.2 If no Event (hereinafter, a “Prepayment”), provided that (a) the Borrowers shall provide not less than 30 days’ and not more than 120 days’ prior written notice (a “Prepayment Notice”) to Lender specifying the date on which the Prepayment is scheduled to occur and such scheduled payment date shall not be on any date during the two (2) Business Day period prior to the fifteenth (15th) calendar day of Default existssuch month, but not including, the fifteenth (15th) calendar day of such month (such scheduled date, the “Prepayment Date”), which notice shall indicate the principal amount of the Note to be so prepaid and the specific Ownership Interest, if any, to be released from the Lien of the Loan Documents pursuant to such Prepayment, (b) the Borrowers shall have paid Mezzanine Debt Service (i.e., accrued and unpaid interest on the principal amount being repaid) upon making such Prepayment through the end of the Interest Accrual Period in which the Prepayment is to occur (even if such period extends beyond the scheduled prepayment date), (c) the Borrower shall have pay the right at any time Prepayment Fee upon making such Prepayment and from time to time to prepay any LIBOR Advance on a date other than (d) simultaneously with the last Banking Day Prepayment of the then current Loan, (x) the Senior Loan shall be prepaid by Property Owners in accordance with Section 2.4.2 of the Senior Loan Agreement in an amount equal to the product of (i) the principal amount of the applicable Prepayment of the Loan, times (ii) the ratio of (A) the principal balance of the Senior Loan immediately prior to such Prepayment, to (B) the principal balance of the Loan immediately prior to such Prepayment and (y) the First Mezzanine Loan shall be prepaid by First Mezzanine Borrower in accordance with Section 2.4.2 of the First Mezzanine Loan Agreement in an amount equal to the product of (i) the principal amount of the applicable Prepayment of the Loan, times (ii) the ratio of (A) the principal balance of the First Mezzanine Loan immediately prior to such Prepayment, to (B) the principal balance of the Loan immediately prior to such Prepayment. It is the intention and agreement of the parties that, subject to the requirements and limitations set forth in the previous sentence, any Ownership Interest Period in whole (but not in part). If Borrower elects to prepay a LIBOR Advancemay, of if payment from and after the Permitted Prepayment Date, be the subject of a LIBOR Advance is required by Bank on a date other than the last Banking Day Prepayment and simultaneous release of the then current Interest Period pursuant to Liens of the Loan Documents, provided (i) the amount of the Prepayment equals or exceeds the Release Amount for the Ownership Interest, and (ii) the provisions of Section 10.3, below2.5.2 are complied with. On the Prepayment Date, Borrower shall pay to Lender a yield maintenance fee (the “Yield Maintenance Fee”) in an amount computed as follows: 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 maturity date of the term chosen pursuant to the Interest Period as to which the prepayment is made, shall be subtracted from the “cost of funds” component of the fixed rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no Yield Maintenance Fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the Prepayment specified in the notice, all accrued and unpaid interest on the principal balance of the Note being prepaidso repaid through and including the date that is the last day of the Interest Accrual Period in which such Prepayment occurs, all other sums then due under the Note, this Agreement, the applicable Pledge and the other Loan Documents, and all reasonable costs and expenses of Lender incurred in connection with the Prepayment, including reasonable attorneys’ fees and disbursements. The resulting amount Lender shall not be divided by 360 and multiplied obligated to accept any Prepayment of the principal balance of the Note, or any portion thereof, unless it is accompanied by the number of days remaining prepayment consideration due in the term chosen connection therewith pursuant to the Interest Period as to which terms hereof. Prepayments made by the prepayment is made. Said amount Borrowers shall be reduced applied to present value calculated by using reduce the number outstanding principal amount of days remaining in the designated term and using the above referenced United States Treasury security rate and the number of days remaining in the designated term chosen pursuant Note. B. Notwithstanding anything to the Interest Period as to which the prepayment is made. The resulting amount shall be the Yield Maintenance Fee due to Lender upon prepayment of the fixed rate loan. 10.3 If by reason of any contrary herein, if a Prepayment Notice has been sent in good faith and no Event of Default is then continuing, such Prepayment Notice may be rescinded or deferred by Borrowers upon delivery of written notice to Lender elects (specifying, in the case of a deferral, the new Prepayment Date for such Prepayment) at least five Business Days prior to declare the Prepayment Date specified in the applicable Prepayment Notice (provided that Borrower shall compensate Lender for any and all reasonable costs and expenses incurred by Lender and/or its agents resulting from such rescission or deferral). C. Without limiting Borrower’s rights under Section 2.4.2 (A) and (B) above but notwithstanding the terms thereof, from and after the Permitted Prepayment Date, Borrower shall have a one-time right on any Payment Date to make a prepayment (in whole or in part) of the Loan without a release of any collateral securing the Loan to be immediately due and payable, then any Yield Maintenance Fee with respect applied to reduce the Loan (a “Directed Paydown”), provided that Borrowers pay to Lender the Mezzanine Loan Directed Paydown Prepayment Fee (provided Borrowers shall become due and payable in not be required to pay any portion of the same manner as though ▇▇▇▇▇▇▇▇ had exercised such right Mezzanine Loan Directed Paydown Prepayment Fee on account of prepayment. Borrower recognizes that Lender will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of a prepayment repayment of the Loan and that in full on any scheduled Maturity Date). Subsequent to such Directed Paydown, the Yield Maintenance Fee compensates Lender for such costs and expenses. ▇▇▇▇▇▇▇▇ acknowledges that the Yield Maintenance Fee is bargained for consideration and not a penalty. 10.4 All such prepayments of LIBOR Advances or Prime Rate Advances Allocated Loan Amounts shall be applied first to fees and expenses then due hereunder, then to interest on the unpaid principal balance accrued reduced ratably. Notwithstanding anything to the date contrary contained herein, in no event shall (i) Borrowers allow First Mezzanine Borrowers to prepay any portion of prepayment the First Mezzanine Loan in accordance with Section 2.4.2(C) of the First Mezzanine Loan Agreement until the provisions of this Section and last Section 2.4.2(C) of this Agreement have been fully complied with or (ii) Borrowers allow First Mezzanine Borrowers to allow the principal balance then due hereunderProperty Owners to prepay any portion of the Senior Loan in accordance with Section 2.3.2(ii) of the Senior Loan Agreement until the provisions of this Section and Section 2.4.2(C) of the First Mezzanine Loan Agreement have been fully complied with.

Permitted Prepayment. 10.1 Any Prime Rate Loan(s) A. From and after the Permitted Prepayment Date and subject to the terms and conditions set forth in this Section 2.4.2, the Issuers may be prepaid prepay the Notes at any time in whole or in part without charge. 10.2 If no Event (hereinafter, a "Prepayment"), provided that (a) the Issuers shall provide not less than 30 days' and not more than 120 days' prior written notice (a "Prepayment Notice") to Note Trustee specifying the date on which the Prepayment is scheduled to occur and such scheduled payment date shall not be on any date during the two (2) Business Day period prior to the beginning of Default existsany Interest Accrual Period, Borrower but not including, the first day of such Interest Accrual Period in such calendar month (such scheduled date, the "Prepayment Date"), which notice shall indicate the principal amount of the Notes to be so prepaid and the specific Property to be released from the Lien of the Transaction Documents pursuant to such Prepayment and (b) the Issuers shall have paid Debt Service (i.e., accrued and unpaid interest on the right at any time and from time to time to prepay any LIBOR Advance on a date other than principal amount being repaid) upon making such Prepayment through the last Banking Day end of the then current Interest Accrual Period in whole which the Prepayment is to occur (but not in parteven if such period extends beyond the scheduled prepayment date). If Borrower elects It is the intention and agreement of the parties that, subject to prepay a LIBOR Advancethe requirements and limitations set forth in the previous sentence, of if payment any Property may, from and after the Permitted Prepayment Date, be the subject of a LIBOR Advance is required by Bank on a date other than the last Banking Day Prepayment and simultaneous release of the then current Interest Period pursuant to Section 10.3, below, Borrower shall pay to Lender a yield maintenance fee (the “Yield Maintenance Fee”) in an amount computed as follows: 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 maturity date Liens of the term chosen pursuant to the Interest Period as to which the prepayment is made, shall be subtracted from the “cost of funds” component of the fixed rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no Yield Maintenance Fee. If the result is a positive number, then the resulting percentage shall be multiplied by Transaction Documents; provided (i) the amount of the Prepayment equals or exceeds the Release Amount for the Property, and (ii) the provisions of Section 2.5.2 are complied with. On the Prepayment Date, Issuers shall pay to Note Trustee the amount of the Prepayment specified in the notice, all accrued and unpaid interest on the principal balance of the Notes being prepaidso repaid through and including the date that is the last day of the Interest Accrual Period in which such Prepayment occurs, all other sums then due under the Notes, this Indenture, the applicable Mortgage and the other Transaction Documents, and all reasonable costs and expenses of Note Trustee incurred in connection with the Prepayment, including reasonable attorneys' fees and disbursements. The resulting amount Note Trustee shall not be divided by 360 and multiplied obligated to accept any Prepayment of the principal balance of the Notes, or any portion thereof, unless it is accompanied by the number of days remaining prepayment consideration due in the term chosen connection therewith pursuant to the Interest Period as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the number of days remaining in the designated term and using the above referenced United States Treasury security rate and the number of days remaining in the designated term chosen pursuant to the Interest Period as to which the prepayment is made. The resulting amount shall be the Yield Maintenance Fee due to Lender upon prepayment of the fixed rate loanterms hereof. 10.3 If by reason of any Event of Default Lender elects to declare the Loan to be immediately due and payable, then any Yield Maintenance Fee with respect to the Loan shall become due and payable in the same manner as though ▇▇▇▇▇▇▇▇ had exercised such right of prepayment. Borrower recognizes that Lender will incur substantial additional costs and expenses including loss of yield and anticipated profitability in the event of a prepayment of the Loan and that the Yield Maintenance Fee compensates Lender for such costs and expenses. ▇▇▇▇▇▇▇▇ acknowledges that the Yield Maintenance Fee is bargained for consideration and not a penalty. 10.4 All such prepayments of LIBOR Advances or Prime Rate Advances shall be applied first to fees and expenses then due hereunder, then to interest on the unpaid principal balance accrued to the date of prepayment and last to the principal balance then due hereunder.