Common use of Prepayment Privilege Clause in Contracts

Prepayment Privilege. (a) Borrower may prepay this Note in full, but not in part [except pursuant to the express terms of the Loan Agreement dated June 17, 2011 between Xxxxxx and Borrower and certain Affiliates of Borrower and that certain First Amendment to Loan Agreement between Lender, Borrower and certain Affiliates of Borrower dated of even date herewith (together, the “Loan Agreement”], provided Xxxxxxxx gives to Lender at least twenty (20) days’ prior written notice of such intent and provided further that such prepayment is accompanied by all accrued interest, all other fees and costs due Lender hereunder (if any), and a prepayment premium equal to the greater of: (i) one percent (1%) of the principal balance of the Loan on the date of prepayment; or (ii) the difference between (1) the discounted value of all required monthly payments for the remaining term of the Loan plus the discounted value of the principal balance of the Loan at maturity, such discounted value to be calculated using a discount rate based on the monthly equivalent yield-to-maturity rate of a United States Treasury Note or Bond plus fifty (50) basis points, and (2) the principal balance of the Loan on the date of prepayment. The “monthly equivalent yield-to-maturity rate” shall be predicated on the then current yield (as distinct from the interest rate) on the United States Treasury Note or Bond having the closest maturity to the Maturity Date, as shown in The Wall Street Journal or, if The Wall Street Journal is no longer published, a similar daily financial publication of national circulation selected by Xxxxxx, on the fifth (5th) business day prior to prepayment. (b) No prepayment premium shall be due during the last one hundred eighty (180) days of the term of the Loan or, provided no Event of Default then exists, upon prepayment of the Loan in connection with the application of condemnation or insurance proceeds in accordance with the Loan Agreement. (c) After an Event of Default and following the acceleration of this Note to maturity by reason thereof, a tender of payment of the amount necessary to satisfy the entire indebtedness secured hereby, made at any time prior to foreclosure sale, by Borrower or by anyone on behalf of Borrower, shall constitute an evasion of the prepayment privilege and shall be deemed to be a voluntary prepayment hereunder and such payment, to the extent permitted by law, will therefore include the premium required under the prepayment privilege set forth above. (d) Borrower shall have no prepayment privileges except as set forth in this Paragraph 2. (e) Borrower agrees that (i) the prepayment premium provided for herein is reasonable; (ii) such prepayment premium shall be payable notwithstanding the prevailing market rates of interest at the time of prepayment; (iii) there has been a course of conduct between Lender and Borrower giving specific consideration in this transaction for such agreement to prepay the prepayment penalty; and (iv) Borrower shall be estopped hereafter from making any claim based upon the unreasonableness of the prepayment premium, the prevailing market rates of interest at the time of prepayment, or the course of conduct between Lender and Borrower. Borrower expressly acknowledges that its agreement to pay the prepayment penalty as herein described is a material inducement to Lender to make the Loan.

Prepayment Privilege. (a) Borrower may prepay this Note in full, but not in part [(except pursuant to the express terms of the Loan Agreement dated June 17, 2011 of even date herewith between Xxxxxx Lender and Borrower and certain Affiliates of Borrower and that certain First Amendment to Loan Agreement between Lender, Borrower and certain Affiliates of Borrower dated of even date herewith (together, the “Loan Agreement”])), provided Xxxxxxxx gives to Lender at least twenty (20) days’ prior written notice of such intent and provided further that such prepayment is accompanied by all accrued interest, all other fees and costs due Lender hereunder (if any), and a prepayment premium equal to the greater of: (i) one percent (1%) of the principal balance of the Loan on the date of prepayment; or (ii) the difference between (1) the discounted value of all required monthly payments for the remaining term of the Loan plus the discounted value of the principal balance of the Loan at maturity, such discounted value to be calculated using a discount rate based on the monthly equivalent yield-to-maturity rate of a United States Treasury Note or Bond plus fifty (50) basis points, and (2) the principal balance of the Loan on the date of prepayment. The “monthly equivalent yield-to-maturity rate” shall be predicated on the then current yield (as distinct from the interest rate) on the United States Treasury Note or Bond having the closest maturity to the Maturity Date, as shown in The Wall Street Journal or, if The Wall Street Journal is no longer published, a similar daily financial publication of national circulation selected by Xxxxxx, on the fifth (5th) business day prior to prepayment. (b) No prepayment premium shall be due during the last one hundred eighty (180) days of the term of the Loan or, provided no Event of Default then exists, upon prepayment of the Loan in connection with the application of condemnation or insurance proceeds in accordance with the Loan Agreement. (c) After an Event of Default and following the acceleration of this Note to maturity by reason thereof, a tender of payment of the amount necessary to satisfy the entire indebtedness secured hereby, made at any time prior to foreclosure sale, by Borrower or by anyone on behalf of Borrower, shall constitute an evasion of the prepayment privilege and shall be deemed to be a voluntary prepayment hereunder and such payment, to the extent permitted by law, will therefore include the premium required under the prepayment privilege set forth above. (d) Borrower shall have no prepayment privileges except as set forth in this Paragraph 2. (e) Borrower agrees that (i) the prepayment premium provided for herein is reasonable; (ii) such prepayment premium shall be payable notwithstanding the prevailing market rates of interest at the time of prepayment; (iii) there has been a course of conduct between Lender and Borrower giving specific consideration in this transaction for such agreement to prepay the prepayment penalty; and (iv) Borrower shall be estopped hereafter from making any claim based upon the unreasonableness of the prepayment premium, the prevailing market rates of interest at the time of prepayment, or the course of conduct between Lender and Borrower. Borrower expressly acknowledges that its agreement to pay the prepayment penalty as herein described is a material inducement to Lender to make the Loan.

Prepayment Privilege. The indebtedness evidenced hereby may be prepaid in accordance with the provisions of this Section 8 and not otherwise. a. For the purposes hereof, the term “Loan Year” shall mean a period consisting of twelve (a12) Borrower consecutive months commencing on the first (1st) day of May or any anniversary thereof, the first (1st) Loan Year being the Loan Year commencing the first (1st) day of May, 2018. b. Prior to the expiration of the second (2nd) Loan Year, no payments of principal may be made hereon other than the scheduled monthly installment payments of interest or of principal and interest set forth in Section 5 above. c. After the expiration of the second (2nd) Loan Year, the Borrowers may prepay this Note in full, full but not in part [except pursuant to the express terms of the Loan Agreement dated June 17, 2011 between Xxxxxx and Borrower and certain Affiliates of Borrower and that certain First Amendment to Loan Agreement between Lender, Borrower and certain Affiliates of Borrower dated of even date herewith (together, the “Loan Agreement”]part, provided Xxxxxxxx gives to Lender at least twenty (20) days’ prior written notice of such intent and provided further that such prepayment is accompanied by all accrued interest, all other fees and costs due Lender hereunder a reinvestment charge (if anyhereinafter referred to as the “Reinvestment Charge”), and a prepayment premium . The Reinvestment Charge shall be equal to the greater of: (i) The excess, if any, of (A) the aggregate present value as of the date of such prepayment of each dollar of principal being prepaid and the amount of interest that would have been payable in respect of such dollar if such prepayment had not been made, determined by discounting such amounts at the Reinvestment Rate, defined below, from the respective dates on which such payments of interest and principal would have been payable, over (B) one hundred percent (1100%) of the principal balance amount of this Note being prepaid. “Reinvestment Rate” shall mean the yield to maturity of the Loan on the date of prepayment; or (ii) the difference between (1) the discounted value of all required monthly payments for the remaining term of the Loan plus the discounted value of the principal balance of the Loan at maturity, such discounted value to be calculated using a discount rate based on the monthly equivalent yield-to-maturity rate of a United States U.S. Treasury Note or Bond plus fifty for the maturity (50rounded to the nearest month) basis points, and (2) corresponding to the weighted average life to maturity of the principal balance of the Loan being prepaid or paid (as indicated on the date of prepayment. The display designated as “monthly equivalent yield-to-maturity ratePX-1” shall be predicated on the then current yield (Bloomberg Financial Market Screen or such other display as distinct from the interest rate) may replace “PX-1” on the United States Treasury Note or Bond having the closest maturity to the Maturity Date, as shown in The Wall Street Journal or, if The Wall Street Journal is no longer published, a similar daily financial publication of national circulation selected by Xxxxxx, Bloomberg Financial Market Screen on the fifth (5th) business day prior to prepayment. (b) No prepayment premium shall be due during preceding the last one hundred eighty (180) days of the term of the Loan or, provided no Event of Default then exists, upon prepayment of the Loan in connection with the application of condemnation or insurance proceeds in accordance with the Loan Agreement. (c) After an Event of Default and following the acceleration of this Note to maturity by reason thereof, a tender of payment of the amount necessary to satisfy the entire indebtedness secured hereby, made at any time prior to foreclosure sale, by Borrower or by anyone on behalf of Borrower, shall constitute an evasion of the prepayment privilege and shall be deemed to be a voluntary prepayment hereunder and such payment, to the extent permitted by law, will therefore include the premium required under the prepayment privilege set forth above. (d) Borrower shall have no prepayment privileges except as set forth in this Paragraph 2. (e) Borrower agrees that (i) the prepayment premium provided for herein is reasonable; (ii) such prepayment premium shall be payable notwithstanding the prevailing market rates of interest at the time date of prepayment); (iii) there has been a course of conduct between Lender and Borrower giving specific consideration in this transaction for such agreement to prepay the prepayment penalty; and (iv) Borrower shall be estopped hereafter from making any claim based upon the unreasonableness of the prepayment premium, the prevailing market rates of interest at the time of prepayment, or the course of conduct between Lender and Borrower. Borrower expressly acknowledges that its agreement to pay the prepayment penalty as herein described is a material inducement to Lender to make the Loan.or

Prepayment Privilege. (a) Borrower may prepay this Note in full, but not in part [(except pursuant to the express terms of the Loan Agreement dated June 17, 2011 of even date herewith between Xxxxxx Lender and Borrower and certain Affiliates of Borrower and that certain First Amendment to Loan Agreement between Lender, Borrower and certain Affiliates of Borrower dated of even date herewith (together, the “Loan Agreement”])), provided Xxxxxxxx Borrower gives to Lender at least twenty (20) days’ prior written notice of such intent and provided further that such prepayment is accompanied by all accrued interest, all other fees and costs due Lender hereunder (if any), and a prepayment premium equal to the greater of: (i) one percent (1%) of the principal balance of the Loan on the date of prepayment; or (ii) the difference between (1) the discounted value of all required monthly payments for the remaining term of the Loan plus the discounted value of the principal balance of the Loan at maturity, such discounted value to be calculated using a discount rate based on the monthly equivalent yield-to-maturity rate of a United States Treasury Note or Bond plus fifty (50) basis points, and (2) the principal balance of the Loan on the date of prepayment. The “monthly equivalent yield-to-maturity rate” shall be predicated on the then current yield (as distinct from the interest rate) on the United States Treasury Note or Bond having the closest maturity to the Maturity Date, as shown in The Wall Street Journal or, if The Wall Street Journal is no longer published, a similar daily financial publication of national circulation selected by Xxxxxx, on the fifth (5th) business day prior to prepayment. (b) No prepayment premium shall be due during the last one hundred eighty (180) days of the term of the Loan or, provided no Event of Default then exists, upon prepayment of the Loan in connection with the application of condemnation or insurance proceeds in accordance with the Loan Agreement. (c) After an Event of Default and following the acceleration of this Note to maturity by reason thereof, a tender of payment of the amount necessary to satisfy the entire indebtedness secured hereby, made at any time prior to foreclosure sale, by Borrower or by anyone on behalf of Borrower, shall constitute an evasion of the prepayment privilege and shall be deemed to be a voluntary prepayment hereunder and such payment, to the extent permitted by law, will therefore include the premium required under the prepayment privilege set forth above. (d) Borrower shall have no prepayment privileges except as set forth in this Paragraph 2. (e) Borrower agrees that (i) the prepayment premium provided for herein is reasonable; (ii) such prepayment premium shall be payable notwithstanding the prevailing market rates of interest at the time of prepayment; (iii) there has been a course of conduct between Lender and Borrower giving specific consideration in this transaction for such agreement to prepay the prepayment penalty; and (iv) Borrower shall be estopped hereafter from making any claim based upon the unreasonableness of the prepayment premium, the prevailing market rates of interest at the time of prepayment, or the course of conduct between Lender and Borrower. Borrower expressly acknowledges that its agreement to pay the prepayment penalty as herein described is a material inducement to Lender to make the Loan.

Prepayment Privilege. (a) The privilege shall be granted to the Borrower may to prepay this Note the principal balance of the Loan in fullwhole, but not in part [except pursuant to part, at any time upon the express terms of Borrower giving the Loan Agreement dated June 17, 2011 between Xxxxxx and Borrower and certain Affiliates of Borrower and that certain First Amendment to Loan Agreement between Lender, Borrower and certain Affiliates of Borrower dated of even date herewith Lender not less than ten (together, the “Loan Agreement”], provided Xxxxxxxx gives to Lender at least twenty (2010) days’ ' prior written notice of such intent and notice. Except as provided further that such prepayment is accompanied by all accrued interesthereinbelow, all other fees and costs due Lender hereunder (if any), and a prepayment premium fee equal to the greater of: Prepayment Fee, as hereinafter defined, shall be charged with respect to any such prepayment. Receipt by the Lender of the monthly payments from the Borrower prior to their due date shall not be construed or operate as partial prepayments of the Loan, which are expressly prohibited. If, at the time of any prepayment, the yield on a U.S. treasury bond with the closest matching maturity date to the Extended Maturity Date of this Loan plus one hundred (i100) basis points (the "TREASURY BOND YIELD") is less than the interest rate then in effect on this Loan, the prepayment fee (the "PREPAYMENT FEE") shall be defined as the sum of one percent (1%) of the principal balance of the Loan on the date of prepayment; or (ii) the difference between (1) the discounted value of all required monthly payments for the remaining term of the Loan plus the discounted value of the anticipated outstanding principal balance of the Loan at maturitythe time of prepayment, such discounted value plus the Discounted Yield Maintenance Amount, as defined and described below. The "DISCOUNTED YIELD MAINTENANCE AMOUNT" shall be calculated and defined as follows: (1) The future expected contractual cash flow (interest and principal payments) from the Loan shall be projected forward from the anticipated date of prepayment to the Extended Maturity Date, as if the prepayment were not to occur; (2) The present value, computed on a monthly basis, of the said projected contractual cash flow shall be calculated using a the Treasury Bond Yield as the discount rate based rate; (3) The present value of the anticipated amount of principal and interest that is expected to be due on the Extended Maturity Date (the "BALLOON") (assuming that all monthly equivalent yield-to-maturity rate payments are timely made when due) shall be calculated using the Treasury Bond Yield as the discount rate; (4) The sum of a United States Treasury Note or Bond plus fifty (50) basis points, and the present value of the monthly cash flow derived under subparagraph (2) above shall be added to the present value of the Balloon derived under subparagraph (3) above, and the anticipated outstanding principal balance of the Loan on at the date time of prepayment. The “monthly equivalent yield-to-maturity rate” prepayment shall be predicated on the then current yield subtracted from that number; (as distinct 5) The number resulting from the interest ratecalculation in subparagraph (4) on the United States Treasury Note or Bond having the closest maturity to the Maturity Date, as shown in The Wall Street Journal or, if The Wall Street Journal is no longer published, a similar daily financial publication of national circulation selected by Xxxxxx, on the fifth (5th) business day prior to prepayment. (b) No prepayment premium above shall be due during the last Discounted Yield Maintenance Amount. If at the time of any prepayment, the Treasury Bond Yield is equal to or greater than the interest rate then in effect on this Loan, the Prepayment Fee shall be defined as one hundred eighty percent (1801.0%) days of the term of the anticipated outstanding Loan or, provided no Event of Default then exists, upon prepayment of the Loan in connection with the application of condemnation or insurance proceeds in accordance with the Loan Agreement. (c) After an Event of Default and following the acceleration of this Note to maturity by reason thereof, a tender of payment of the amount necessary to satisfy the entire indebtedness secured hereby, made at any time prior to foreclosure sale, by Borrower or by anyone on behalf of Borrower, shall constitute an evasion of the prepayment privilege and shall be deemed to be a voluntary prepayment hereunder and such payment, to the extent permitted by law, will therefore include the premium required under the prepayment privilege set forth above. (d) Borrower shall have no prepayment privileges except as set forth in this Paragraph 2. (e) Borrower agrees that (i) the prepayment premium provided for herein is reasonable; (ii) such prepayment premium shall be payable notwithstanding the prevailing market rates of interest balance at the time of prepayment; (iii) there has been a course of conduct between Lender and Borrower giving specific consideration in this transaction for such agreement to prepay . An example illustrating the prepayment penalty; and (iv) Borrower shall be estopped hereafter from making any claim based upon the unreasonableness calculation of the prepayment premium, Discounted Yield Maintenance Amount and the prevailing market rates Prepayment Fee is attached to this Renewal Commitment Letter and incorporated herein as Exhibit A. The example is based on an outstanding principal balance of interest $1,000,000 at the time of prepayment, a two (2) year term to maturity (i.e., from October 1, 1994 through October 1, 1996), a contractual interest rate of nine percent (9.0%) per annum and a discount rate of six and four-fifths percent (6.8%) per annum. Steps (1) through (5) described hereinabove have been noted on Exhibit A. Notwithstanding the foregoing, no Prepayment Fee shall be due with respect to repayment in full made on the Extended Maturity Date or within fifteen (15) months prior thereto, provided that the course Borrower shall have given the Lender not less than ten (10) days' prior written notice of conduct between Lender its intention to so prepay. Provided, further, that in the event that the Extended Maturity Date shall have been accelerated for default, the full amount of the Prepayment Fee shall be due and Borrower. Borrower expressly acknowledges that its agreement to pay the prepayment penalty as herein described is a material inducement to Lender to make the Loanpayable.

Prepayment Privilege. (a) Borrower may prepay the outstanding principal balance of this Note in full, but not whole or in part [at any time without charge or premium except pursuant to as provided in this Section 2.4. Notwithstanding the express terms foregoing, if any principal of the Loan Agreement dated June 17is paid before the scheduled due date hereunder (a “Prepayment”), 2011 between Xxxxxx and Borrower and certain Affiliates of Borrower and that certain First Amendment shall in addition pay to Loan Agreement between Lender, Borrower and certain Affiliates at the time of Borrower dated of even date herewith such Prepayment, a prepayment charge (togetheras the same may be increased as provided below, the “Loan AgreementPrepayment Charge”]) of two percent (2%) of the amount of the Prepayment for Prepayments made during the first Prepayment Period; one and one-half percent (1.5%) during the second Prepayment Period, provided Xxxxxxxx gives to Lender at least twenty (20) days’ prior written notice of such intent and provided further that such prepayment is accompanied by all accrued interest, all other fees and costs due Lender hereunder (if any), and a prepayment premium equal to the greater of: (i) one percent (1%) of during the principal balance of the Loan on the date of prepayment; or (ii) the difference between (1) the discounted value of all required monthly payments for the remaining term of the Loan plus the discounted value of the principal balance of the Loan at maturity, such discounted value to be calculated using a discount rate based on the monthly equivalent yield-to-maturity rate of a United States Treasury Note or Bond plus fifty (50) basis pointsthird Prepayment Period, and one-half of one percent (20.5%) during the principal balance of fourth Prepayment Period. No Prepayment Charge shall be imposed on Prepayments made after the Loan on the date of prepaymentfirst four Prepayment Periods. The “monthly equivalent yield-to-maturity rate” shall Prepayment Charge will be predicated on due and payable whether the then current yield (as distinct from Prepayment is made voluntarily, involuntarily, or upon the interest rate) on the United States Treasury Note or Bond having the closest maturity to acceleration of the Maturity Date, as shown in The Wall Street Journal or, if The Wall Street Journal is provided that no longer published, a similar daily financial publication of national circulation selected by Xxxxxx, Prepayment Charge will be imposed on the fifth (5th) business day prior to prepayment. (b) No prepayment premium shall be due during the last one hundred eighty (180) days of the term of the Loan or, provided no Event of Default then exists, upon prepayment of the Loan in connection with the application of condemnation Casualty Proceeds or insurance proceeds Condemnation Proceeds (as such terms are defined in accordance the Deed of Trust) to the amounts owing under this Note. As a condition precedent to Borrower’s right to make any Prepayment, Borrower shall provide Lender with the Loan Agreement. not less than thirty (c30) After an Event days prior written notice of Default and following the acceleration of this Note to maturity by reason thereof, a tender of payment of the amount necessary to satisfy the entire indebtedness secured hereby, made at any time prior to foreclosure sale, by Borrower or by anyone on behalf of Borrower, shall constitute an evasion of the prepayment privilege and Prepayment. The Prepayment Charge shall be deemed in addition to be a voluntary prepayment hereunder and Borrower’s obligation to pay interest on any Prepayment at the Interest Rate through the date of such payment, to Prepayment on the extent permitted by law, will therefore include the premium required under the prepayment privilege set forth above. (d) Borrower shall have no prepayment privileges except as terms set forth in this Paragraph 2. (e) Borrower agrees that (i) the prepayment premium provided for herein is reasonable; (ii) such prepayment premium shall be payable notwithstanding the prevailing market rates of interest at the time of prepayment; (iii) there has been a course of conduct between Lender and Borrower giving specific consideration in this transaction for such agreement to prepay the prepayment penalty; and (iv) Borrower shall be estopped hereafter from making any claim based upon the unreasonableness of the prepayment premiumNote. BY INITIALING BELOW, the prevailing market rates of interest at the time of prepaymentBORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT, or the course of conduct between Lender and BorrowerPURSUANT TO THE TERMS OF THIS NOTE, IT HAS AGREED THAT IT HAS NO RIGHT TO PREPAY THIS NOTE WITHOUT THE PAYMENT OF A PREPAYMENT CHARGE EXCEPT AS OTHERWISE PROVIDED IN THIS NOTE AND THAT IT SHALL BE LIABLE FOR THE PAYMENT OF A PREPAYMENT CHARGE FOR PREPAYMENT OF THIS NOTE ON ACCELERATION OF THIS NOTE IN ACCORDANCE WITH ITS TERMS. Borrower expressly acknowledges that its agreement to pay the prepayment penalty as herein described is a material inducement to Lender to make the Loan.FURTHERMORE, BY INITIALING BELOW, BORROWER WAIVES ANY RIGHTS IT MAY HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY SUCCESSOR STATUTE, AND EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LENDER HAS MADE THE LOAN IN RELIANCE ON THE AGREEMENTS AND WAIVER OF BORROWER AND THAT LENDER WOULD NOT HAVE MADE THE LOAN WITHOUT SUCH AGREEMENTS AND WAIVER OF BORROWER. BORROWER’S INITIALS: /s/ KM

Prepayment Privilege. Except as provided hereinbelow, Mortgagee may not prepay the indebtedness secured hereby in whole or in part. On or after the commencement date of the 4th Loan Year, and subject to giving Mortgagee not less than thirty (a30) Borrower nor more than ninety (90) days' prior written notice, Mortgagor may prepay this Note in full, but not in part [except pursuant to the express terms of the Loan Agreement dated June 17, 2011 between Xxxxxx principal amount together with any and Borrower and certain Affiliates of Borrower and that certain First Amendment to Loan Agreement between Lender, Borrower and certain Affiliates of Borrower dated of even date herewith (together, the “Loan Agreement”], provided Xxxxxxxx gives to Lender at least twenty (20) days’ prior written notice of such intent and provided further that such prepayment is accompanied by all accrued interest, all interest and other fees sums due which are secured hereunder and costs due Lender hereunder (if any), and subject to payment of a prepayment premium equal to the greater of: (ia) one percent (1%) of The sum obtained by multiplying the then outstanding principal balance due by the difference obtained by subtracting the yield rate on publicly traded United States Treasury Securities (as published in the Wall Street Journal or other business publication of the Loan on general circulation five business days prior to the date of prepaymentsaid payment) having the closest matching maturity date to the maturity date of the Note from the interest rate on the Note adjusted to its semi-annual equivalent rate (8.005%), times the number of scheduled monthly payments remaining under the Note term, divided by twelve; or (iib) the difference between (An amount equal to 1) the discounted value of all required monthly payments for the remaining term % of the Loan plus the discounted value of the then outstanding principal balance of due under the Loan at maturity, such discounted value to be calculated using a discount Note. In the event that the yield rate based on the monthly equivalent yield-to-maturity rate of a publicly traded United States Treasury Securities is not obtainable, then the nearest equivalent issue or index shall be selected, at Mortgagee's reasonable determination, and used to calculate the prepayment premium. No partial prepayment shall be allowed. The Loan Year is defined as any twelve month period commencing with the date on which the first monthly installment is due under the Note or Bond plus fifty (50) basis pointsany anniversary thereof. Notwithstanding anything contained in this provision of this Mortgage, and (2) the principal balance of the Loan on the date of prepayment. The “monthly equivalent yield-to-maturity rate” indebtedness secured hereby shall be predicated on the then current yield (as distinct from the interest rate) on the United States Treasury Note or Bond having the closest maturity open to the Maturity Date, as shown in The Wall Street Journal or, if The Wall Street Journal is no longer published, prepayment without a similar daily financial publication of national circulation selected by Xxxxxx, on the fifth (5th) business day prior to prepayment. (b) No prepayment premium shall be due during the last one hundred eighty ninety (18090) days of the term of the Loan orNote, provided Mortgagor gives the Mortgagee not less than thirty (30) nor more than ninety (90) days' prior written notice of its intent to prepay such indebtedness, and provided that such prepayment is made in full, as no Event of Default then exists, upon partial prepayment of the Loan in connection with the application of condemnation or insurance proceeds in accordance with the Loan Agreement. (c) After an Event of Default and following the acceleration of this Note to maturity by reason thereof, a tender of payment of the amount necessary to satisfy the entire indebtedness secured hereby, made at any time prior to foreclosure sale, by Borrower or by anyone on behalf of Borrower, shall constitute an evasion of the prepayment privilege and shall be deemed to be a voluntary prepayment hereunder and such payment, to the extent permitted by law, will therefore include the premium required under the prepayment privilege set forth aboveallowed. (d) Borrower shall have no prepayment privileges except as set forth in this Paragraph 2. (e) Borrower agrees that (i) the prepayment premium provided for herein is reasonable; (ii) such prepayment premium shall be payable notwithstanding the prevailing market rates of interest at the time of prepayment; (iii) there has been a course of conduct between Lender and Borrower giving specific consideration in this transaction for such agreement to prepay the prepayment penalty; and (iv) Borrower shall be estopped hereafter from making any claim based upon the unreasonableness of the prepayment premium, the prevailing market rates of interest at the time of prepayment, or the course of conduct between Lender and Borrower. Borrower expressly acknowledges that its agreement to pay the prepayment penalty as herein described is a material inducement to Lender to make the Loan.

Prepayment Privilege. (a) Borrower may prepay on any date the unpaid principal balance of this Note Note, in full, but not whole or in part [except pursuant to the express terms of the Loan Agreement dated June 17, 2011 between Xxxxxx and Borrower and certain Affiliates of Borrower and that certain First Amendment to Loan Agreement between Lender, Borrower and certain Affiliates of Borrower dated of even date herewith (together, the “Loan Agreement”]part, provided Xxxxxxxx that (i) Borrower gives to Lender at least twenty not less than thirty (2030) days’ days prior written notice of such intent its intention to do so; and provided further that (ii) Borrower pays, at the time of such prepayment is accompanied by and in addition thereto, all accrued interest, all other fees and costs due Lender hereunder (if any), and a prepayment premium equal interest to the greater of: (i) one percent (1%) of the principal balance of the Loan on the date of prepayment; or (ii) such prepayment and all other unpaid indebtedness then due including the difference between (1) the discounted value of all required monthly payments for the remaining term of the Loan plus the discounted value of the principal balance of the Loan at maturity, such discounted value to be calculated using a discount rate based on the monthly equivalent yield-to-maturity rate of a United States Treasury Note or Bond plus fifty (50) basis points, and (2) the principal balance of the Loan on the date of prepaymentBreak Funding Payment described below. The “monthly equivalent yield-to-maturity rate” shall be predicated on the then current yield (as distinct from the interest rate) on the United States Treasury Note or Bond having the closest maturity Notwithstanding anything to the Maturity Datecontrary contained in this Note, as shown in The Wall Street Journal orthe event of any default, if The Wall Street Journal is no longer published, a similar daily financial publication of national circulation selected by Xxxxxx, on the fifth (5th) business day prior to prepayment. (b) No prepayment premium shall be due during the last one hundred eighty (180) days of the term of the Loan or, provided no Default or Event of Default then exists(as hereinafter defined) hereunder or any “default”, upon prepayment “Default” or “Event of Default” under any of the other Loan in connection with the application of condemnation or insurance proceeds in accordance with the Loan Agreement. (c) After an Event of Default Documents and following the acceleration of this Note to maturity by reason thereofall sums due hereunder, a tender of payment of the amount necessary to satisfy the entire indebtedness secured hereby, made at any time prior to foreclosure sale, by Borrower or by anyone any other party, or payment received upon or on behalf account of Borrower, shall constitute an evasion of a foreclosure pursuant to the prepayment privilege and Mortgage shall be deemed to be a voluntary prepayment hereunder made by Borrower and therefore such paymentprepayment must, to the extent permitted by applicable law, will therefore include any prepayment charge described above and any other amounts due pursuant to this Note including the premium Break Funding Payment. Any partial prepayment made hereunder shall not postpone the due date of any subsequent monthly payment of principal and interest required under hereunder and shall not change the amount of any such monthly payment unless the Lender shall otherwise agree in writing. Borrower acknowledges and agrees that any prepayment charge and Break Funding Payment set forth herein is a reasonable estimate of Lender’s loss in the event of any prepayment in whole or in part and that any such prepayment charge is not a penalty. Further, Borrower recognizes, acknowledges and agrees that any prepayment made hereunder, whether: (i) voluntary, (ii) resulting from the payment to Lender of any insurance or condemnation proceeds, or (iii) resulting from the occurrence of any default or Event of Default and an acceleration of this Note, may result in material loss or damage to Lender through additional administrative expense and violations of the Swap Agreement, the Confirmation, or the Swap Transaction and Borrower recognizes, acknowledges and agrees that Lender’s damages in such event may be extremely difficult and impracticable to ascertain. Therefore, Borrower acknowledges and agrees that the amount set forth in this section is a reasonable estimate of said loss or damage to Lender. Borrower waives the provisions of any present or future statute or law which prohibits or may prohibit the collection of any Break Funding Payment. In the event of the prepayment privilege set forth above. (d) of any principal of the Loan pursuant to this Note, the Swap Transaction shall terminate. In the event the Swap Transaction is terminated, whether as a result of a prepayment or without prepayment, Borrower shall have no prepayment privileges except compensate Lender for all loss, cost and expense attributable to such termination pursuant to the terms and conditions as set forth in this Paragraph 2the Confirmation and/or the Swap Agreement (“Break Funding Payment”) or Borrower may be entitled to the receipt of excess amounts, if any, due under the Swap Transaction. (e) Borrower agrees that (i) the prepayment premium provided for herein is reasonable; (ii) such prepayment premium shall be payable notwithstanding the prevailing market rates of interest at the time of prepayment; (iii) there has been a course of conduct between Lender and Borrower giving specific consideration in this transaction for such agreement to prepay the prepayment penalty; and (iv) Borrower shall be estopped hereafter from making any claim based upon the unreasonableness of the prepayment premium, the prevailing market rates of interest at the time of prepayment, or the course of conduct between Lender and Borrower. Borrower expressly acknowledges that its agreement to pay the prepayment penalty as herein described is a material inducement to Lender to make the Loan.

Prepayment Privilege. (a) Borrower may prepay this Note in full, but not in part [except pursuant to the express terms of the Loan Agreement dated June 17, 2011 between Xxxxxx and Borrower and certain Affiliates of Borrower and that certain First Amendment to Loan Agreement between LenderXxxxxx, Borrower and certain Affiliates of Borrower dated of even date herewith (together, the “Loan Agreement”], provided Xxxxxxxx gives to Lender at least twenty (20) days’ prior written notice of such intent and provided further that such prepayment is accompanied by all accrued interest, all other fees and costs due Lender hereunder (if any), and a prepayment premium equal to the greater of: (i) one percent (1%) of the principal balance of the Loan on the date of prepayment; or (ii) the difference between (1) the discounted value of all required monthly payments for the remaining term of the Loan plus the discounted value of the principal balance of the Loan at maturity, such discounted value to be calculated using a discount rate based on the monthly equivalent yield-to-maturity rate of a United States Treasury Note or Bond plus fifty (50) basis points, and (2) the principal balance of the Loan on the date of prepayment. The “monthly equivalent yield-to-maturity rate” shall be predicated on the then current yield (as distinct from the interest rate) on the United States Treasury Note or Bond having the closest maturity to the Maturity Date, as shown in The Wall Street Journal or, if The Wall Street Journal is no longer published, a similar daily financial publication of national circulation selected by Xxxxxx, on the fifth (5th) business day prior to prepayment. (b) No prepayment premium shall be due during the last one hundred eighty (180) days of the term of the Loan or, provided no Event of Default then exists, upon prepayment of the Loan in connection with the application of condemnation or insurance proceeds in accordance with the Loan Agreement. (c) After an Event of Default and following the acceleration of this Note to maturity by reason thereof, a tender of payment of the amount necessary to satisfy the entire indebtedness secured hereby, made at any time prior to foreclosure sale, by Borrower or by anyone on behalf of Borrower, shall constitute an evasion of the prepayment privilege and shall be deemed to be a voluntary prepayment hereunder and such payment, to the extent permitted by law, will therefore include the premium required under the prepayment privilege set forth above. (d) Borrower shall have no prepayment privileges except as set forth in this Paragraph 2. (e) Borrower agrees that (i) the prepayment premium provided for herein is reasonable; (ii) such prepayment premium shall be payable notwithstanding the prevailing market rates of interest at the time of prepayment; (iii) there has been a course of conduct between Lender and Borrower giving specific consideration in this transaction for such agreement to prepay the prepayment penalty; and (iv) Borrower shall be estopped hereafter from making any claim based upon the unreasonableness of the prepayment premium, the prevailing market rates of interest at the time of prepayment, or the course of conduct between Lender and Borrower. Borrower expressly acknowledges that its agreement to pay the prepayment penalty as herein described is a material inducement to Lender to make the Loan.