Prepayment Provisions. (a) Except as otherwise expressly set forth herein, including pursuant to Section 12.4 and Section 12.5, the Note may not be prepaid in full or in part before November 1, 2020. Commencing on November 1, 2020, Borrower may prepay the Note in full, but not in part, on the first day of any calendar month (or on any other date, provided that Interest is paid through the next payment date, upon not less than 30 days’ prior notice to Lender and upon payment in full of the Debt which will include a payment (the “Prepayment Premium”) equal to the greater of (i) an amount equal to the product of 1% (the “Prepayment Percentage”) times the Prepayment Date Principal and (ii) the amount by which the sum of the Discounted Values of the Note Payments, derived by using the Discount Rate, exceeds the Prepayment Date Principal. In order to calculate (ii) in the foregoing, each remaining Note Payment will be discounted and the resulting Discounted Values will be added together. Commencing on May 1, 2026, the Note may be prepaid in full without payment of the Prepayment Premium. Except as otherwise expressly set forth herein, no Individual Note may be prepaid without simultaneous prepayment in full of all other Individual Notes. Notwithstanding the foregoing, if Lender elects to apply Insurance Proceeds or Condemnation Awards resulting from any Casualty or Condemnation, as the case may be, or a Termination Fee (to the extent not retained by Borrower in accordance with the provisions of this Agreement) to the Principal, the prepayment resulting from such application, whether in full or in part, may be applied against the Allocated Loan Amounts as Lender may reasonably determine and shall be without payment of the Prepayment Premium. (b) Any prepayment not permitted by the this Loan Agreement and the other Loan Documents, including, without limitation, any tender of payment of the amount necessary to satisfy the Debt accelerated, any judgment of foreclosure, any statement of amount due at the time of foreclosure (including foreclosure by power of sale) and any tender of payment made during any redemption period after foreclosure, will include, to the extent permitted by law, a payment (the “Evasion of Prepayment Premium”) equal to the greater of (i) an amount equal to the product of the Prepayment Percentage plus 200 basis points times the Prepayment Date Principal, and (ii) the amount by which the sum of the Discounted Values of the Note Payments, derived by using the Default Discount Rate, exceeds the Prepayment Date Principal. In order to calculate (ii) in the foregoing, each remaining Note Payment will be discounted and the resulting Discounted Values will be added together. (c) The calculation of any amount paid to or due Lender in conjunction with any applicable prepayment, applicable tender of payment or applicable payment of any other amount with respect to the Prepayment Date Principal, as described in this Section 2.3 shall include interest to and including the date of receipt thereof by Lender. (d) Borrower acknowledges that: (i) a prepayment that is not permitted pursuant to the terms of the Loan Documents without a Prepayment Premium or Evasion of Prepayment Premium will cause damage to Lender; (ii) the Evasion of Prepayment Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment not permitted by the Loan Documents; and (iv) the Evasion of Prepayment Premium represents Lender and Borrower’s reasonable estimate of Lender’s damages for an applicable prepayment and is not a penalty.
Appears in 1 contract
Sources: Loan Agreement (Phillips Edison Grocery Center Reit I, Inc.)
Prepayment Provisions. (a) Except as otherwise expressly set forth herein, including pursuant to Section 12.4 and Section 12.5, the This Note may not be prepaid in full whole or in part before November 1at any time, 2020. Commencing on November 1except as follows:
(i) This Note may be prepaid to the extent that casualty insurance proceeds or condemnation awards with respect to the Property are applied to the Debt in accordance with the Loan Documents, 2020, Borrower may prepay the Note in full, but not in part, on the first day of any calendar month (or on any other dateand, provided that Interest there is paid through no Event of Default under the next payment dateLoan Documents, upon not less than 30 days’ prior notice any such prepayments will be without premium. Unless Lender elects otherwise in its sole discretion, partial prepayments of Principal resulting from the application of such proceeds or awards to Lender and upon payment in full of the Debt shall not reduce the amounts of subsequent monthly installments nor change the dates on which will include a payment such installments are due (the “Prepayment Premium”) equal effect of which may be to cause the greater of (i) an amount equal Debt to repaid earlier than the product of 1% (the “Prepayment Percentage”) times the Prepayment Date Principal and Maturity Date).
(ii) Provided there is no Event of Default under the amount by which the sum of the Discounted Values of the Note PaymentsLoan Documents, derived by using the Discount Rate, exceeds the Prepayment Date Principal. In order to calculate (ii) in the foregoing, each remaining Note Payment will be discounted and the resulting Discounted Values will be added together. Commencing on May 1, 2026, the this Note may be prepaid in full without but not in part with the payment of the Prepayment Premium. Except as otherwise expressly set forth hereinPremium upon 60 days prior notice to Lender; provided, however, that such 60-day prior notice may specify a one calendar-week period during which the prepayment will occur, if such notice is followed by a second notice to Lender, received by Lender not later than ten days before the first Business Day of such week, which specifies the Business Day during such week on which prepayment will occur (and if such second notice is not timely received by Lender, the first Business Day of such week shall be deemed to be the date designated by Borrower for the prepayment).
(iii) Provided there is no Individual Event of Default under the Loan Documents, this Note may be prepaid in full but not in part, without premium, during the last ninety (90) days of the Term, upon 30 days prior notice to Lender; provided, however, that such 30-day prior notice may specify a one calendar-week period during which the prepayment will occur, if such notice is followed by a second notice to Lender, received by Lender not later than ten days before the first Business Day of such week, which specifies the Business Day during such week on which prepayment will occur (and if such second notice is not timely received by Lender, the first Business Day of such week shall be deemed to be the date designated by Borrower for the prepayment).
(iv) In no event may this Note be prepaid without simultaneous prepayment in full of all any other Individual Notes. Notwithstanding notes secured by the foregoing, if Loan Documents.
(v) Any prepayment received by Lender elects to apply Insurance Proceeds or Condemnation Awards resulting from any Casualty or Condemnation, as the case may be, or on a Termination Fee (date other than a date on which Debt Service Payments are due shall include interest which would have accrued thereon to the extent not retained next such date and such amounts (i.e., principal and interest prepaid by Borrower Borrower) shall be held by Lender as collateral security for the Loan in accordance an interest bearing account, with the provisions of this Agreement) interest accruing on such amounts to the Principal, the prepayment resulting from benefit of Borrower; such application, whether in full or in part, may amounts prepaid shall be applied against to the Allocated Loan Amounts as Lender may reasonably determine and shall be without payment on the next date on which a Debt Service Payment is due with any interest on such funds paid to Borrower on such date provided no Event of the Prepayment PremiumDefault then exists.
(b) Any After an Acceleration or upon any prepayment not permitted by the this Loan Agreement and the other Loan Documents, including, without limitation, any tender of payment of the amount necessary to satisfy the Debt accelerated, any judgment of foreclosure, any statement of the amount due at the time of foreclosure (including foreclosure by power of sale) ), any claim for amounts due under this Note, and any tender of payment made during any redemption period after foreclosure, will includeinclude an Evasion Premium, to the extent permitted by law, a payment (the “Evasion of Prepayment Premium”) equal to the greater of (i) an amount equal to the product calculated as of the Prepayment Percentage plus 200 basis points times the Prepayment Date Principal, and (ii) the amount by which the sum date of the Discounted Values Acceleration or the date of such unpermitted prepayment, as the Note Payments, derived by using the Default Discount Rate, exceeds the Prepayment Date Principal. In order to calculate (ii) in the foregoing, each remaining Note Payment will be discounted and the resulting Discounted Values will be added togethercase may be.
(c) The calculation of any amount paid to or due Lender in conjunction with any applicable prepayment, applicable tender of payment or applicable payment of any other amount with respect to the Prepayment Date Principal, as described in this Section 2.3 shall include interest to and including the date of receipt thereof by Lender.[Intentionally omitted]
(d) Borrower acknowledges that:
(i) a prepayment that is not permitted pursuant to the terms without payment of the Loan Documents without a applicable Prepayment Premium or Evasion of Prepayment Premium (the “Premiums”) will cause damage to Lender;
(ii) the Evasion of Prepayment Premium is Premiums are intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaidprepaid without payment of the applicable Premium;
(iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an Event of Default or any other prepayment not permitted by the Loan Documents; and
(iv) the Evasion of Prepayment Premium represents Lender Premiums represent Lender’s and Borrower’s reasonable estimate of Lender’s damages for an applicable prepayment and is are not a penalty.
(e) BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT LENDER WOULD NOT LEND TO BORROWER THE LOAN EVIDENCED BY THIS NOTE WITHOUT (1) BORROWER’S WAIVER OF ANY RIGHTS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 2954.10 TO PREPAY THIS NOTE IN WHOLE OR IN PART, WITHOUT PENALTY, UPON ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (2) BORROWER’S AGREEMENT, AS SET FORTH ABOVE, TO PAY LENDER THE APPLICABLE PREMIUM UPON THE SATISFACTION OF ALL OR ANY PORTION OF THE PRINCIPAL INDEBTEDNESS EVIDENCED HEREBY FOLLOWING THE ACCELERATION OF THE MATURITY DATE HEREOF BY REASON OF A DEFAULT HEREUNDER OR UNDER THE DEED OF TRUST INCLUDING, WITHOUT LIMITATION, A DEFAULT ARISING FROM THE CONVEYANCE OF ANY RIGHT, TITLE OR INTEREST IN THE PROPERTY ENCUMBERED BY THE DEED OF TRUST WHICH IS NOT PERMITTED THEREBY AND BORROWER HAS CAUSED THOSE PERSONS SIGNING THIS NOTE ON BORROWER’S BEHALF TO SEPARATELY EXECUTE THE AGREEMENT CONTAINED IN THIS PARAGRAPH, IN COMPLIANCE WITH CALIFORNIA CIVIL CODE SECTION 2954.10. BY PLACING ITS SIGNATURE BELOW, BORROWER ACKNOWLEDGES THAT (I) THE GENERAL PARTNERS, PRINCIPALS OR MEMBERS, AS THE CASE MAY BE, OF BORROWER ARE KNOWLEDGEABLE REAL ESTATE DEVELOPERS OR INVESTORS, (II) BORROWER FULLY UNDERSTANDS THE EFFECT OF THE ABOVE WAIVER, (III) THE MAKING OF THE LOAN BY LENDER AT THE RATE SET FORTH ABOVE IS SUFFICIENT CONSIDERATION FOR SUCH WAIVER, AND (IV) LENDER WOULD NOT MAKE THE LOAN WITHOUT SUCH WAIVER.
Appears in 1 contract
Prepayment Provisions. (a) Except as otherwise expressly set forth herein, including pursuant to Section 12.4 and Section 12.5, the Note may not be prepaid in full or in part before November 1, 2020. Commencing on November 1, 2020, Borrower may prepay the Note in full, but not in part, on the first day of any calendar month (or on any other date, provided that Interest is paid through the next payment date, upon not less than 30 days’ prior notice to Lender and upon payment in full of the Debt which will include a payment (the “Prepayment Premium”) equal to the greater of (i) an amount equal to the product of 1% (the “Prepayment Percentage”) times the Prepayment Date Principal and (ii) the amount by which the sum of the Discounted Values of the Note Payments, derived by using the Discount Rate, exceeds the Prepayment Date Principal. In order to calculate (ii) in the foregoing, each remaining Note Payment will be discounted and the resulting Discounted Values will be added together. Commencing on May 1, 2026, the This Note may be prepaid in full without payment prepaid, at the option of the Prepayment Premium. Except as otherwise expressly set forth herein, no Individual Note may be prepaid without simultaneous prepayment in full of all other Individual Notes. Notwithstanding the foregoing, if Lender elects to apply Insurance Proceeds or Condemnation Awards resulting from any Casualty or CondemnationCompany, as the case may be, or a Termination Fee (to the extent not retained by Borrower in accordance with the provisions of this Agreement) to the Principal, the prepayment resulting from such application, whether in full whole or in part, may be applied against pro rata as to each Note holder, at any time or from time to time, in each case on any date on or after the Allocated Loan Amounts as Lender may reasonably determine date of issuance and shall be without payment prior to maturity, at a redemption price of l00% of the Prepayment Premiumprincipal amount of such Note, together with accrued interest through the date of prepayment.
(b) Any If this Note is called for prepayment pursuant to subsection 3(a) of this Note, the Company shall give written notice to the holder of this Note not permitted less than 30 nor more than 60 days prior to the date fixed for the prepayment thereof. Such notice and all other notices to be given to any holder of a Note shall be mailed by registered mail to the this Loan Agreement and the other Loan Documents, including, without limitation, any tender of payment of the amount necessary to satisfy the Debt accelerated, any judgment of foreclosure, any statement of amount due holder thereof at the time of foreclosure (including foreclosure by power of sale) and any tender of payment made during any redemption period after foreclosure, will include, to the extent permitted by law, a payment (the “Evasion of Prepayment Premium”) equal to the greater of (i) an amount equal to the product of the Prepayment Percentage plus 200 basis points times the Prepayment Date Principal, and (ii) the amount by which the sum of the Discounted Values of address shown on the Note PaymentsRegister. Upon notice of any prepayment being given as provided in this subsection 3(b), derived by using the Default Discount RateCompany covenants and agrees that it will prepay on the date therein fixed for prepayment the entire principal amount of this Note so as to be prepaid as specified in such notice as the principal amount thereof, exceeds together with interest accrued thereon to such date fixed for prepayment, plus the Prepayment Date Principal. In order to calculate (ii) in the foregoingapplicable premium, each remaining Note Payment will be discounted and the resulting Discounted Values will be added togetherif any.
(c) The calculation Upon any partial prepayment of any amount the Notes, upon presentation as herein provided, there shall be paid to or due Lender the holder the principal amount of the portion of the Notes so to be prepaid with the unpaid interest accrued in conjunction with any applicable prepaymentrespect thereof, applicable tender of payment or applicable payment of any other amount with respect to the Prepayment Date Principal, as described in this Section 2.3 shall include interest to and including the date of receipt thereof by Lender.
(d) Borrower acknowledges that:
either (i) a prepayment that is not permitted pursuant the Note to be partially prepaid shall be surrendered by the terms holder, in which event the Company shall execute and deliver to or on the order of such holder, at the expense of the Loan Documents without Company, a Prepayment Premium new Note for the principal amount of the Note remaining unpaid, dated as of the date to which interest has been paid on the Note surrendered, and registered in the name of the holder, or Evasion of Prepayment Premium will cause damage to Lender;
(ii) the Evasion of Prepayment Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid;
(iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment not permitted by the Loan Documents; and
(iv) the Evasion of Prepayment Premium represents Lender and Borrower’s reasonable estimate of Lender’s damages for an applicable prepayment and is not a penalty.if
Appears in 1 contract
Sources: Subordinated Promissory Note (Rattlesnake Holding Co Inc)
Prepayment Provisions. (a) Except as otherwise expressly set forth herein, including pursuant to Section 12.4 and Section 12.5, the This Note may not be prepaid in full whole or in part before November 1at any time, 2020except as follows:
(i) This Note may be prepaid to the extent that casualty insurance proceeds or condemnation awards with respect to the Property are applied to the Debt in accordance with the Loan Documents, and, provided that there is no Event of Default under the Loan Documents, any such prepayments will be without premium. Commencing Unless Lender elects otherwise in its sole discretion, partial prepayments of Principal resulting from the application of such proceeds or awards to the Debt shall not reduce the amounts of subsequent monthly installments nor change the dates on November 1which such installments are due (the effect of which may be to cause the Debt to repaid earlier than the Maturity Date).
(ii) Provided that there is no Event of Default under the Loan Documents, 2020commencing with the first day of the thirteenth (13th) month of the Term and ending on the last day of the thirty-sixth (36th) month of the Term, Borrower if NBI is the subject of a merger or acquisition, then at the time of such merger or acquisition this Note may prepay the Note be prepaid in full, but not in part, on the first day of any calendar month (or on any other date, provided that Interest is paid through the next payment date, upon not less than 30 days’ 60 days prior notice to Lender and upon payment in full of the Debt Debt, which will include a payment (of the “Prepayment Premium”, calculated as of the date of the prepayment, plus all other costs incurred by Lender in connection with the prepayment; provided, however, that such 60-day prior notice may specify a one calendar-week period during which the prepayment will occur, if such notice is followed by a second notice to Lender, received by Lender not later than ten days before the first Business Day of such week, which specifies the Business Day during such week on which prepayment will occur (and if such second notice is not timely received by Lender, the first Business Day of such week shall be deemed ▇▇ ▇▇ the date designated by Borrower for the prepayment).
(iii) equal Provided that there is no Event of Default under the Loan Documents, this Note may be prepaid in full, but not in part, upon and as a condition to the greater occurrence of (ia Transfer in the circumstances set forth in SECTION 12.2(C)(I) an amount equal to of the product Deed of 1% (Trust and upon payment in full of the “Prepayment Percentage”) times Debt, which will include payment of the Prepayment Date Principal and (ii) the amount by which the sum Premium, calculated as of the Discounted Values date of the Note Paymentsprepayment, derived plus all other costs incurred by using Lender in connection with the Discount Rateprepayment.
(iv) Provided there is no Event of Default under the Loan Documents, exceeds the Prepayment Date Principal. In order to calculate (ii) in the foregoing, each remaining Note Payment will be discounted and the resulting Discounted Values will be added together. Commencing on May 1, 2026, the this Note may be prepaid in full but not in part, without payment premium, during the last ninety (90) days of the Prepayment Premium. Except as otherwise expressly set forth hereinTerm, upon 30 days prior notice to Lender; provided, however, that such 30-day prior notice may specify a one calendar-week period during which the prepayment will occur, if such notice is followed by a second notice to Lender, received by Lender not later than ten days before the first Business Day of such week, which specifies the Business Day during such week on which prepayment will occur (and if such second notice is not timely received by Lender, the first Business Day of such week shall be deemed ▇▇ ▇▇ the date designated by Borrower for the prepayment).
(v) In no Individual event may this Note may be prepaid without simultaneous prepayment in full of all any other Individual Notes. Notwithstanding notes secured by the foregoing, if Lender elects to apply Insurance Proceeds or Condemnation Awards resulting from any Casualty or Condemnation, as the case may be, or a Termination Fee (to the extent not retained by Borrower in accordance with the provisions of this Agreement) to the Principal, the prepayment resulting from such application, whether in full or in part, may be applied against the Allocated Loan Amounts as Lender may reasonably determine and shall be without payment of the Prepayment PremiumDocuments.
(b) Any After an Acceleration or upon any prepayment not permitted by the this Loan Agreement and the other Loan Documents, including, without limitation, any tender of payment of the amount necessary to satisfy the Debt accelerated, any judgment of foreclosure, any statement of the amount due at the time of foreclosure (including foreclosure by power of sale) ), any claim for amounts due under this Note, and any tender of payment made during any redemption period after foreclosure, will includeinclude an Evasion Premium, to the extent permitted by law, a payment (the “Evasion of Prepayment Premium”) equal to the greater of (i) an amount equal to the product calculated as of the Prepayment Percentage plus 200 basis points times the Prepayment Date Principal, and (ii) the amount by which the sum date of the Discounted Values Acceleration or the date of such unpermitted prepayment, as the Note Payments, derived by using the Default Discount Rate, exceeds the Prepayment Date Principal. In order to calculate (ii) in the foregoing, each remaining Note Payment will be discounted and the resulting Discounted Values will be added togethercase may be.
(c) The calculation of any amount paid to or due Lender in conjunction with any applicable prepayment, applicable tender of payment or applicable payment of any other amount with respect to the Prepayment Date Principal, as described in this Section 2.3 shall include interest to and including the date of receipt thereof by Lender.[Intentionally omitted]
(d) Borrower acknowledges that:
(i) a prepayment that is not permitted pursuant to the terms without payment of the Loan Documents without a applicable Prepayment Premium or Evasion of Prepayment Premium (the "PREMIUMS") will cause damage to Lender;
(ii) the Evasion of Prepayment Premium is Premiums are intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaidprepaid without payment of the applicable Premium;
(iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s 's damages caused by a prepayment after an Event of De▇▇▇▇▇ or any other prepayment not permitted by the Loan Documents; and
(iv) the Evasion of Prepayment Premium represents Lender Premiums represent Lender's and Borrower’s 's reasonable estimate of Lender’s damages for an applicable prepayment and is 's dama▇▇▇ ▇▇r prepa▇▇▇▇▇ ▇▇d are not a penalty.
(e) ▇▇▇▇▇▇ER HEREBY ACKNOWLEDGES AND AGREES THAT LENDER WOULD NOT LEND TO BORROWER THE LOAN EVIDENCED BY THIS NOTE WITHOUT (1) BORROWER'S WAIVER OF ANY RIGHTS IT MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 2954.10 TO PREPAY THIS NOTE IN WHOLE OR IN PART, WITHOUT PENALTY, UPON ACCELERATION OF THE MATURITY DATE OF THIS NOTE, AND (2) BORROWER'S AGREEMENT, AS SET FORTH ABOVE, TO PAY LENDER THE APPLICABLE PREMIUM UPON THE SATISFACTION OF ALL OR ANY PORTION OF THE PRINCIPAL INDEBTEDNESS EVIDENCED HEREBY FOLLOWING THE ACCELERATION OF THE MATURITY DATE HEREOF BY REASON OF A DEFAULT HEREUNDER OR UNDER THE DEED OF TRUST INCLUDING, WITHOUT LIMITATION, A DEFAULT ARISING FROM THE CONVEYANCE OF ANY RIGHT, TITLE OR INTEREST IN THE PROPERTY ENCUMBERED BY THE DEED OF TRUST WHICH IS NOT PERMITTED THEREBY AND BORROWER HAS CAUSED THOSE PERSONS SIGNING THIS NOTE ON BORROWER'S BEHALF TO SEPARATELY EXECUTE THE AGREEMENT CONTAINED IN TH▇▇ ▇▇▇▇▇RAPH, IN COMPLIANCE WITH CALIFORNIA CIVIL CODE SECTION 2954.10. BY PLACING ITS SIGNATURE BELOW, BORROWER ACKNOWLEDGES THAT (I) THE GENERAL PARTNERS, PRINCIPALS OR MEMBERS, AS THE CASE MAY BE, OF BORROWER ARE KNOWLEDGEABLE REAL ESTATE DEVELOPERS OR INVESTORS, (II) BORROWER FULLY UNDERSTANDS THE EFFECT OF THE ABOVE WAIVER, (III) THE MAKING OF THE LOAN BY LENDER AT THE RATE SET FORTH ABOVE IS SUFFICIENT CONSIDERATION FOR SUCH WAIVER, AND (IV) LENDER WOULD NOT MAKE THE LOAN WITHOUT SUCH WAIVER. SCIENCE PARK CENTER LLC, a California limited liability company By NEUROCRINE BIOSCIENCES, INC., a Delaware corporation, its managing member By: /s/ Paul Hawran ---------------- Paul Hawran, Executive Vice Presid▇▇▇ ▇▇▇ ▇▇▇ef Financial Officer
Appears in 1 contract
Prepayment Provisions. (a) Except as otherwise expressly set forth herein, including pursuant to Section 12.4 and Section 12.5, the The Note may not be prepaid in full or in part before November 1October 31, 20202016. Commencing on November 1, 20202016, provided there is no Event of Default, Borrower may prepay the Note in full, but not in part, on part (except as may be expressly permitted in the first day of any calendar month (or on any other date, provided that Interest is paid through the next payment dateLoan Documents), upon not less than 30 days’ fifteen (15) days prior notice to Lender and upon payment in full of the Debt which will include a payment (the “Prepayment Premium”) equal to the greater of (i) an amount equal to the product of one percent (1% %) (the “Prepayment Percentage”) times the Prepayment Date Principal and (ii) the amount by which the sum of the Discounted Values of the Note Payments, derived by using the Discount Rate, exceeds the Prepayment Date Principal; provided, however, if any such foregoing prepayment is not made on the first (1st) day of a calendar month, such payment shall also be accompanied by interest on the Principal at the Fixed Interest Rate through to the date of the next scheduled Debt Service Payment occurring after such prepayment. In order to calculate (ii) in the foregoing, each remaining Note Payment will be discounted and the resulting Discounted Values will be added together. Commencing on May 1At any time after Borrower has provided Lender with the above required thirty (30) days advance notice of prepayment, 2026Borrower may revoke such notice in writing provided that Borrower must pay to Lender, within five (5) Business Days of receiving written demand therefore, all reasonable out-of-pocket costs and expenses actually incurred by Lender, if any, in acting upon Borrower’s original thirty (30) day notice; but not any breakage costs or costs of redeployment or similar cost. Provided there is no Event of Default, the Note may be prepaid in full without payment of any Prepayment Premium during the Prepayment Premiumlast ninety (90) days of the Term. Except as otherwise expressly set forth herein, no Individual The Note may not be prepaid without simultaneous prepayment in full of all any other Individual Notesnotes secured by the Loan Documents. Notwithstanding the foregoing, if Lender elects in accordance with the term of the Loan Documents to apply Insurance Proceeds or Condemnation Awards resulting from any Casualty or Condemnation, as the case may be, or a Termination Fee (attributable to the extent not retained by Borrower in accordance with the provisions termination or cancellation of this Agreement) any Lease, to the Principal, the prepayment resulting from such application, whether in full or in part, may be applied against the Allocated Loan Amounts as Lender may reasonably determine and shall be without payment of the Prepayment Premium.
(b) Any prepayment not permitted by the this Loan Agreement and the other Loan Documents, including, without limitation, any tender of payment of the amount necessary to satisfy the Debt accelerated, any judgment of foreclosure, any statement of amount due at the time of foreclosure (including foreclosure by power of sale) and any tender of payment made during any redemption period after foreclosure, will include, include to the extent permitted by law, applicable law a payment (the “Evasion of Prepayment Premium”) equal to the greater of (i) an amount equal to the product of the Prepayment Percentage plus 200 300 basis points times the Prepayment Date Principal, and (ii) the amount by which the sum of the Discounted Values of the Note Payments, derived by using the Default Discount Rate, exceeds the Prepayment Date Principal. In order to calculate (ii) in the foregoing, each remaining Note Payment will be discounted and the resulting Discounted Values will be added together.
(c) The calculation of any amount paid to or due Lender in conjunction with any applicable prepayment, applicable tender of payment or applicable payment of any other amount with respect to the Prepayment Date Principal, as described in this Section 2.3 shall include interest to and including the date of receipt thereof by Lender.
(d) Borrower acknowledges that:
(i) a prepayment that is not permitted pursuant to the terms of the Loan Documents without a Prepayment Premium or Evasion of Prepayment Premium will cause damage to Lender;
(ii) the Evasion of Prepayment Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid;
(iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an Event of Default or any other prepayment not permitted by the Loan Documents; and
(iv) the Evasion of Prepayment Premium represents Lender and Borrower’s reasonable estimate of Lender’s damages for an applicable the prepayment and is not a penalty.
Appears in 1 contract