Common use of Prepayment Fee Clause in Contracts

Prepayment Fee. With respect to each Mortgage Loan that has a prepayment fee feature, each such prepayment fee is enforceable and will be enforced by the Company, and each prepayment penalty in permitted pursuant to federal, state and local law, including the Parity Act of 1982. No Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated. Except as otherwise set forth in the related Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment fee, such prepayment fee is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the loan’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the borrower in the loan documents pursuant to applicable state and federal law, (iv) except as set forth on the related Mortgage Loan Schedule, for Mortgage Loans originated on or after September 1, 2004, the duration of the prepayment period shall not exceed three (3) years from the date of the note, unless the Mortgage Loan was modified to reduce the prepayment period to no more than three years from the date of the Mortgage Note and the Mortgagor was notified in writing of such reduction in prepayment period, and (v) notwithstanding any state or federal law to the contrary, prior to the Transfer Date, the Company or any servicer of the Mortgage Loan shall not have imposed such prepayment premium in any instance when the mortgage debt is accelerated as the result of the Mortgagor’s default in making the loan payments;

Prepayment Fee. With respect (i) Upon not less than thirty (30) days’ prior written notice to Agent (which shall promptly notify each Mortgage Loan that has Lender of the details of each such notice), Borrowers may at any time terminate and prepay the entire amount of, or any portion of, the Loan. Any such prepayment shall be accompanied by (x) all accrued and unpaid interest on the outstanding principal amount hereunder, plus (y) if made at any time during the period commencing on the Closing Date and ending on September 30, 2012, a prepayment fee feature, (the “Prepayment Fee”) equal to the aggregate amount of interest which would have accrued and been owed by Borrowers to Lender on the outstanding Advances being prepaid as if each such prepayment fee is enforceable and will be enforced by the Company, and each prepayment penalty in permitted pursuant to federal, state and local law, including the Parity Act of 1982. No Mortgage Loan will impose a prepayment penalty for a term in excess of five years Advance had been outstanding from the date it had been made until September 30, 2012 based on an assumed interest rate of ten percent (10%) per annum (less the amount of interest paid on such Mortgage Advance as of the date such prepayment is made). Following receipt of any notice of termination and prepayment made at any time on or before September 30, 2012, Lenders may credit amounts otherwise owing hereunder to Borrowers against the foregoing Prepayment Fee, which shall in any event be paid in full by the proposed termination date set forth in any such termination notice following Agent’s receipt of any termination notice. Any prepayment of the Loan was originatedrequired to be made prior to September 30, 2012 pursuant to Section 7.2 of this Agreement, for purposes of this Section 2.5(A) only, shall be treated as a voluntary prepayment, and Lender shall be entitled to receive payment at such time of a Prepayment Fee, calculated as hereinabove provided. Borrowers acknowledge and agree that the Prepayment Fee is an estimate of Lender’s loan damages in the event of a prepayment of Advances and is not a penalty. Except to the extent expressly provided in this Section 2.5(A) or in any other Section of this Agreement, no prepayment of the Loan shall be permitted. (ii) Any payment of the Loan, in whole or in part, made after September 30, 2012 may be made without penalty or premium, provided that Borrowers shall give Agent (which shall promptly notify each Lender of such notice) not less than two (2) weeks’ prior written notice of any such prepayment. Except as otherwise expressly set forth in the related Mortgage Loan Scheduleabove, with respect to each Mortgage Loan that contains a prepayment fee, such prepayment fee is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% no portion of the original principal balance of such Mortgage Loan. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) may be prepaid prior to the loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the loan’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the borrower in the loan documents pursuant to applicable state and federal law, (iv) except as set forth on the related Mortgage Loan Schedule, for Mortgage Loans originated on or after September 1, 2004, the duration of the prepayment period shall not exceed three (3) years from the date of the note, unless the Mortgage Loan was modified to reduce the prepayment period to no more than three years from the date of the Mortgage Note and the Mortgagor was notified in writing of such reduction in prepayment period, and (v) notwithstanding any state or federal law to the contrary, prior to the Transfer Termination Date, the Company or any servicer of the Mortgage Loan shall not have imposed such prepayment premium in any instance when the mortgage debt is accelerated as the result of the Mortgagor’s default in making the loan payments;.

Prepayment Fee. With respect If Borrowers reduce the Revolving Loan Commitment in whole or in part, Borrowers, at the time of such reduction, shall pay to each Mortgage Administrative Agent for the benefit of Revolving Loan that has Lenders, as compensation for the costs of being prepared to make funds available to Borrowers under this Agreement, and not as a prepayment fee featurepenalty, each such prepayment fee is enforceable and will be enforced an amount determined by multiplying the percentage set forth below by the Companyamount of the Revolving Loan Commitment so reduced (the "Prepayment Fee"): 2.0% upon a reduction during the first Loan Year; 1.0% upon a reduction during the second Loan Year; and 0.50% upon a reduction during the third Loan Year; provided, that no Prepayment Fee shall be due and each prepayment penalty owing if the Revolving Loan Commitment is reduced in permitted pursuant whole or in part after the first Loan Year with funds raised from (a) unsecured borrowings; provided that ▇▇▇▇▇▇ and GECC have the first right of refusal to federalmatch such borrowing and that Administrative Borrower shall have given ▇▇▇▇▇▇ and GECC 30 days' prior written notice of such unsecured borrowing, state and local law(b) the issuance of capital stock, including commercial paper or other debt or equity securities of Recoton in a public offering or private placement, provided, that the Parity Act of 1982. No Mortgage Loan will impose a prepayment penalty for a term in excess of five years Net Securities Proceeds from such public offering or private placement shall be used to pay down the date such Mortgage Loan was originated. Except Obligations as otherwise set forth in subsection 2.4(B)(2) (with any repayment of the related Mortgage Revolving Loan Scheduleconstituting a permanent reduction of the Revolving Loan Commitment by such amount) or (c) the proceeds of the InterAct International IPO; provided, with respect to each Mortgage Loan that contains a prepayment fee, such prepayment fee is at least equal all the terms and conditions set forth in subsection 7.6 have been satisfied. Notwithstanding anything to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the loan’s originationcontrary contained herein, the Mortgagor agreed Prepayment Fee shall apply only to such premium reductions and prepayments which reduce, in exchange for a monetary benefit, including but not limited to a rate whole or fee reduction, (ii) prior to the loan’s originationin part, the Mortgagor was offered the option of obtaining Revolving Loan Commitment. Term Loan A, Term Loan B and Term Loan C may be prepaid at any time without a mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the borrower in the loan documents pursuant to applicable state and federal law, (iv) except as set forth on the related Mortgage Loan Schedule, for Mortgage Loans originated on or after September 1, 2004, the duration of the prepayment period shall not exceed three (3) years from the date of the note, unless the Mortgage Loan was modified to reduce the prepayment period to no more than three years from the date of the Mortgage Note and the Mortgagor was notified in writing of such reduction in prepayment period, and (v) notwithstanding any state or federal law to the contrary, prior to the Transfer Date, the Company or any servicer of the Mortgage Loan shall not have imposed such prepayment premium in any instance when the mortgage debt is accelerated as the result of the Mortgagor’s default in making the loan payments;Prepayment Fee.

Prepayment Fee. With respect to each Mortgage Loan In connection with any prepayment of the Loans, the Borrower shall pay Agent for the account of the Banks any sums that has may be due under ss.4.8 and a prepayment fee featurein an amount equal to the product of the percentage set forth on Schedule 3.5 corresponding to the date on which such prepayment occurs multiplied by the principal amount of the Loans prepaid. No prepayment fees shall be due on prepayments made after February 20, each 2004. Under any and all circumstances where all or any portion of the Notes is paid prior to the date set forth above, whether such prepayment is voluntary or involuntary, even if such prepayment results from a payment pursuant to ss.3.2, or Agent's or the Banks' exercise of their rights upon the occurrence of an Event of Default and acceleration of the Maturity Date of the Notes, Borrower shall to the extent permitted by applicable law pay to the Banks the prepayment fee calculated as provided above, which prepayment fee shall be in addition to any other sums due hereunder or under any of the other Loan Documents. No tender of a prepayment of the Notes with respect to which a prepayment fee is enforceable and will due shall be enforced effective unless such prepayment is accompanied by the Companyprepayment fee. Borrower acknowledges that the prepayment fee is a bargained for consideration and not a penalty, and each prepayment penalty Borrower recognizes that the Banks would incur substantial additional costs and expenses in permitted pursuant to federal, state and local law, including the Parity Act event of 1982. No Mortgage Loan will impose a prepayment penalty of the Loans and that the prepayment fee compensates the Banks for such costs and expenses (including, without limitation, the loss of the Banks' investment opportunity for the period following the prepayment). Borrower agrees that the Banks shall not, as a term in excess of five years from condition to receiving the date such Mortgage Loan was originated. Except as otherwise set forth in the related Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment fee, such prepayment fee is at least equal be obligated to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate on actually reinvest the amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate treasury obligation or fee reduction, (ii) prior to the loan’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the borrower in the loan documents pursuant to applicable state and federal law, (iv) except as set forth on the related Mortgage Loan Schedule, for Mortgage Loans originated on or after September 1, 2004, the duration of the prepayment period shall not exceed three (3) years from the date of the note, unless the Mortgage Loan was modified to reduce the prepayment period to no more than three years from the date of the Mortgage Note and the Mortgagor was notified in writing of such reduction in prepayment period, and (v) notwithstanding any state or federal law to the contrary, prior to the Transfer Date, the Company or any servicer of the Mortgage Loan shall not have imposed such prepayment premium in any instance when the mortgage debt is accelerated as the result of the Mortgagor’s default in making the loan payments;other manner whatsoever.

Prepayment Fee. With respect to each Mortgage Loan Borrower agrees that has a prepayment fee feature, each such prepayment fee is enforceable all loan fees and will be enforced by the Company, and each prepayment penalty in permitted pursuant to federal, state and local law, including the Parity Act other prepaid finance charges are earned fully as of 1982. No Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated. Except as otherwise set forth in the related Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment fee, such prepayment fee is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the loan’s origination, the Mortgagor was offered the option of obtaining a mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the borrower in the loan documents pursuant to applicable state and federal law, (iv) except as set forth on the related Mortgage Loan Schedule, for Mortgage Loans originated on or after September 1, 2004, the duration of the prepayment period shall not exceed three (3) years from the date of the noteLoan and will not be subject to refund upon early payment (whether voluntary or as a result of default), unless except as otherwise required by law. Borrower has the Mortgage right to prepay the Loan was modified in whole or in part at any time; provided, however, that during the first Six (6) months of the Loan term, Borrower must pay to reduce Lender at the time the prepayment period is made and as a condition of Borrower’s right to no more than three years from prepay, a prepayment fee equal to One percent (1.00%) of the amount of principal prepaid. ANY PREPAYMENT FEE SHALL APPLY NOT ONLY IN THE CASE OF VOLUNTARY PREPAYMENT, BUT ALSO IF THE LOAN BECOMES DUE AND PAYABLE IN FULL BY REASON OF ACCELERATION UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS HEREIN DEFINED) OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, UPON OCCURRENCE OF A TRANSFER OF THE PROPERTY, WHETHER VOLUNTARILY OR INVOLUNTARILY OR OTHERWISE. In such case, the Prepayment Fee shall be calculated as of the date of the Mortgage Note and the Mortgagor was notified in writing an Event of such reduction in prepayment periodDefault, or other event or condition triggering acceleration, and (v) notwithstanding any state until paid in full shall accrue interest at the Default Rate. Whether prepayment is voluntary or federal law to involuntary, in no event shall the contrary, prior to the Transfer Date, the Company or any servicer amount of the Mortgage Loan Prepayment Fee, or the method of calculating the Prepayment Fee, result in a reduction of the outstanding principal balance, accrued and unpaid interest, or other amounts due as of the date of prepayment. Absent material and manifest error, Lender’s determination of the Prepayment Fee shall be binding and conclusive on Borrower and anyone else having an interest in the determination. Any such prepayment shall not have imposed such prepayment premium result in a reamortization, deferral, postponement, suspension, or waiver of any instance when and all other payments due under the mortgage debt is accelerated as the result of the Mortgagor’s default in making the loan payments;Loan.