Common use of Prepayment Provision Clause in Contracts

Prepayment Provision. It is agreed that the Note for the Georgetown Loan shall be modified to provide the following prepayment privilege: Upon ninety (90) days written notice to New York Life, Maker may prepay the Note in full on any monthly installment due date provided there is paid, in addition to interest accrued to the date of such prepayment, a prepayment fee equal to the difference between the Loan Interest Rate and the Yield on U.S. Treasury Notes for a term equal to the remaining original loan term times the outstanding principal balance of the Georgetown Loan at the time of such prepayment multiplied by the number of years and any fraction thereof on the loan term as if there had been no prepayment. In no event shall the prepayment fee be less than one percent (1%). The prepayment fee is to be computed on the unpaid principal balance at the time of such prepayment. In the event the outstanding principal balance hereof shall become due and payable as a result of (a) an Event of Default (as such term is defined in the Mortgage) causing the acceleration under this Note or the Loan Documents, which Event of Default shall be conclusively deemed to be a willful default for purposes of avoiding the prepayment fee to which Holder is entitled; (b) the exercise by Maker or any other party having the right to redeem or to prevent a foreclosure of the Secured Property of any right of redemption or repayment under foreclosure laws or other action to prevent a foreclosure of the Secured Property; (c) an acceleration by Holder as a result of the sale or further encumbrance of the Secured Property in violation of the applicable provisions of the Mortgage; or (d) a casualty or condemnation with respect to the Secured Property; then, in such event, Maker shall pay the prepayment fee and to the extent permitted by law, such prepayment fee shall be calculated in the same manner as specified above; provided that in the event such prepayment fee is construed to be interest under the laws of the State of South Carolina in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum interest that may be lawfully charged under the laws of the State of South Carolina.

Prepayment Provision. It is agreed that From and after the Note for the Georgetown Loan shall be modified to provide the following prepayment privilege: Upon ninety (90) days date hereof, upon 10 Trading Days’ prior written notice to New York Lifethe Investor, Maker may prepay the Note in full on any monthly installment due date provided there is paidCompany shall be permitted to prepay, in addition whole or in part, outstanding principal amount of the Debenture, together with a prepayment premium in the amount of ten percent (10%) of the amount of principal being prepaid by the Company, without having to interest accrued obtain the prior written consent of the Investor as required by Section 2(b) of the Debenture. Notwithstanding anything herein contained to the contrary, if any portion of the principal amount subject to redemption remains unpaid after the date of such prepayment, a prepayment fee equal set for redemption in the notice to the difference between the Loan Interest Rate and the Yield on U.S. Treasury Notes for a term equal to the remaining original loan term times the outstanding principal balance of the Georgetown Loan at the time of such prepayment multiplied by the number of years and any fraction thereof on the loan term as if there had been no prepayment. In no event shall the prepayment fee be less Investor, other than one percent (1%). The prepayment fee is to be computed on the unpaid principal balance at the time of such prepayment. In the event the outstanding principal balance hereof shall become due and payable as a result of (a) an Event of Default a Material Adverse Effect (as defined below), the Investor may elect, by written notice to the Company given at any time thereafter, to invalidate such term is defined in redemption, ab initio, and the Mortgage) causing the acceleration under this Note or the Loan Documents, which Event of Default Company shall be conclusively deemed to be a willful default for purposes of avoiding the prepayment fee to which Holder is entitled; (b) the exercise by Maker or any other party having the have no further right to redeem or exercise such redemption right. The Investor may elect to prevent a foreclosure convert the outstanding principal amount of the Secured Property Debenture that the Company has elected to prepay prior to actual payment in cash for any redemption hereunder by the delivery of any right a Notice of redemption or repayment under foreclosure laws or other action to prevent a foreclosure of the Secured Property; (c) an acceleration by Holder as a result of the sale or further encumbrance of the Secured Property in violation of the applicable provisions of the Mortgage; or (d) a casualty or condemnation with respect Conversion to the Secured Property; thenCompany. Additionally, in such event, Maker shall pay the prepayment fee and to the extent permitted by law, such prepayment fee shall be calculated in the same manner as specified above; provided that in the event such prepayment fee is construed the Investor exercises its right to be interest under exchange this Debenture pursuant to Section 6.18(b) prior to the laws later of the State expiration of South Carolina the notice period and actual prepayment in any circumstancecash, such payment exchange shall be honored and the Debenture may not then be required prepaid. For purposes of clarification, any rights of the Investor under Section 6.18(b) of the Purchase Agreement shall supersede any rights of prepayment by the Company. As used herein, a “Material Adverse Effect” shall mean a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, which occurs prior to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum interest that may be lawfully charged under the laws expiration of the State of South Carolina10 Trading Day notice period set forth in this Section 1(b) and as a result, makes it impractical or inadvisable for the Company to proceed with its election for prepayment.

Prepayment Provision. It is agreed that If Borrower makes any payment of principal with respect to any LIBOR Loan on any day other than the Note last day of a LIBOR Interest Period applicable to such LIBOR Loan, Borrower shall reimburse Bank on demand the Consequential Loss incurred by it as a result of the timing of such payment. A certificate of Bank setting forth the basis for the Georgetown determination of the amount of a Consequential Loss shall be delivered to Borrower and shall, in the absence of manifest error, be conclusive and binding as to such determination and amount. Any conversion of a LIBOR Loan to a different LIBOR Interest Option on any day other than the last day of the LIBOR Interest Period of such LIBOR Loan shall be modified deemed a payment subject to provide the following prepayment privilege: Upon ninety (90) days written notice to New York Lifeprovisions of this section. Commencing August 1, Maker may prepay 1996, and on the Note in full on any monthly installment due date provided there is first day of each calendar month thereafter until the entire principal balance of, and all accrued interest on, this note has been paid, in addition to interest accrued the Borrower shall pay to the date of such prepayment, a prepayment fee equal to the difference between the Loan Interest Rate and the Yield Lender all accrued but unpaid interest on U.S. Treasury Notes for a term equal to the remaining original loan term times the outstanding principal balance of the Georgetown Loan at the time of such prepayment multiplied by the number of years and any fraction thereof on the loan term as if there had been no prepayment. In no event shall the prepayment fee be less than one percent (1%)this note. The prepayment fee is to be computed on the unpaid entire outstanding principal balance of, and all accrued but unpaid interest on, this note shall be due and payable on June 29, 1997. All payments on this note shall be paid to the Lender or to such other person or at such other places as the time of such prepaymentLender may designate in writing. In the event any payment of principal or interest, or both, is not paid within ten (10) days of the outstanding principal balance hereof due date provided for herein, a late charge of the greater of $25.00 or three percent (3%) of any such payments so overdue shall become due be charged by the Lender. The charging or collection of any such late charge shall not be deemed a waiver of any of the Lender's rights arising thereby or hereunder, including the right to declare default. This note is the Revolving Credit Note referred to and payable governed by the terms of a Third Amended and Restated Loan Agreement dated as a result of June 30, 1996 (a) the "Loan Agreement"). The occurrence of an Event of Default (as such term is defined in the MortgageLoan Agreement) causing the acceleration shall be a default under this Note note. Upon any default under this note and after the expiration of any applicable cure period, the holder of this note may, at its option, and without notice, declare the entire unpaid balance of, and all accrued interest on, this note to be immediately due and payable. Revolving Credit Loans (as defined in the Loan Agreement) may be made from time to time by the Lender to the Maker in the manner and subject to the terms and conditions set forth in the Loan Agreement. Upon granting each Revolving Credit Loan, the Lender shall record the making and amounts of all such disbursements and payments through its automated data processing equipment, and the aggregate amounts of all Loans made by the Lender and shown on the Lender's computer records, less the amount of payment of principal made by Borrower and recorded on the Lender's computer records, shall be the principal amount outstanding under the Loans, and shall be prima facie evidence of the unpaid amount of principal outstanding under this note. Failure of the holder of this note to exercise any of its rights and remedies shall not constitute a waiver of any provision of this note or of the Loan Agreement, or the other Borrower Documents (as defined in the Loan Documents, which Event of Default shall be conclusively deemed to be a willful default for purposes of avoiding the prepayment fee to which Holder is entitled; (bAgreement) the exercise by Maker or any other party having the right to redeem or to prevent a foreclosure of the Secured Property of any right of redemption such holder's rights and remedies, nor shall it prevent the holder from exercising any rights or repayment under foreclosure laws or other action to prevent a foreclosure of the Secured Property; (c) an acceleration by Holder as a result of the sale or further encumbrance of the Secured Property in violation of the applicable provisions of the Mortgage; or (d) a casualty or condemnation remedies with respect to the Secured Property; then, in such event, Maker subsequent happening of the same or similar occurrences. All remedies of the holder hereof shall pay the prepayment fee and be cumulative to the greatest extent permitted by law, such prepayment fee . Time shall be calculated of the essence for payment of all payments of interest and principal on this note. If there is any default under this note, and this note is placed in the same manner as specified above; provided hands of an attorney for collection, or is collected through any court, including any bankruptcy court, Maker promises to pay to the order of the holder hereof such holder's attorney's fees and court costs incurred in collecting or attempting to collect or securing or attempting to secure this note or enforcing the holder's rights with respect to any collateral securing this note, to the extent allowed by the laws of the Commonwealth of Kentucky or any state in which the collateral for this note is situated. This note has been delivered in, and shall be governed by and construed in accordance with the laws (including, without limitation, the conflicts of laws rules) of the Commonwealth of Kentucky. All parties to this instrument, whether makers, sureties, guarantors, endorsers, accommodation parties or otherwise, shall be jointly and severally bound, and jointly and severally waive presentment, demand, notice of dishonor, protest, notice of protest, notice of nonpayment or nonacceptance and any other notice and all due diligence or promptness that in the event such prepayment fee is construed may otherwise be required by law, and all exemptions to which they may now or hereafter be interest entitled under the laws of the State Commonwealth of South Carolina in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum interest that may be lawfully charged under the laws Kentucky or of the State United States of South Carolina.America or any state thereof. The holder of this instrument may, with or without notice to any party, and without affecting the obligations of any maker, surety, guarantor, endorser, accommodation party or any other party to this note (1) extend the time for payment of either principal or interest from time to time, (2) release or discharge any one or more parties liable on this note, (3) suspend the right to enforce this note with respect to any persons, (4) change, exchange or release any property in which the holder has any interest securing this note with respect to any persons, (5) justifiably or otherwise, impair any collateral securing this note or suspend the right to enforce against any such collateral, and (6) at any time it deems it necessary or proper, call for and should it be made available, accept, as additional security, the signature or signatures of additional parties or a security interest in property of any kind or description or both. PAPA JOHN'S INTERNATIONAL, INC. BY: __________________________________

Prepayment Provision. It is agreed that the Note for the Georgetown Aiken Loan shall be modified to provide the following prepayment privilege: Upon ninety (90) days written notice to New York Life, Maker may prepay the Note in full on any monthly installment due date provided there is paid, in addition to interest accrued to the date of such prepayment, a prepayment fee equal to the difference between the Loan Interest Rate and the Yield on U.S. Treasury Notes for a term equal to the remaining original loan term times the outstanding principal balance of the Georgetown Aiken Loan at the time of such prepayment multiplied by the number of years and any fraction thereof on the loan term as if there had been no prepayment. In no event shall the prepayment fee be less than one percent (1%). The prepayment fee is to be computed on the unpaid principal balance at the time of such prepayment. In the event the outstanding principal balance hereof shall become due and payable as a result of (a) an Event of Default (as such term is defined in the Mortgage) causing the acceleration under this Note or the Loan Documents, which Event of Default shall be conclusively deemed to be a willful default for purposes of avoiding the prepayment fee to which Holder is entitled; (b) the exercise by Maker or any other party having the right to redeem or to prevent a foreclosure of the Secured Property of any right of redemption or repayment under foreclosure laws or other action to prevent a foreclosure of the Secured Property; (c) an acceleration by Holder as a result of the sale or further encumbrance of the Secured Property in violation of the applicable provisions of the Mortgage; or (d) a casualty or condemnation with respect to the Secured Property; then, in such event, Maker shall pay the prepayment fee and to the extent permitted by law, such prepayment fee shall be calculated in the same manner as specified above; provided that in the event such prepayment fee is construed to be interest under the laws of the State of South Carolina in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum interest that may be lawfully charged under the laws of the State of South Carolina.

Prepayment Provision. It is agreed that the Note for the Georgetown Greenville Loan shall be modified to provide the following prepayment privilege: Upon ninety (90) days written notice to New York Life, Maker may prepay the Note in full on any monthly installment due date provided there is paid, in addition to interest accrued to the date of such prepayment, a prepayment fee equal to the difference between the Loan Interest Rate and the Yield on U.S. Treasury Notes for a term equal to the remaining original loan term times the outstanding principal balance of the Georgetown Greenville Loan at the time of such prepayment multiplied by the number of years and any fraction thereof on the loan term as if there had been no prepayment. In no event shall the prepayment fee be less than one percent (1%). The prepayment fee is to be computed on the unpaid principal balance at the time of such prepayment. In the event the outstanding principal balance hereof shall become due and payable as a result of (a) an Event of Default (as such term is defined in the Mortgage) causing the acceleration under this Note or the Loan Documents, which Event of Default shall be conclusively deemed to be a willful default for purposes of avoiding the prepayment fee to which Holder is entitled; (b) the exercise by Maker or any other party having the right to redeem or to prevent a foreclosure of the Secured Property of any right of redemption or repayment under foreclosure laws or other action to prevent a foreclosure of the Secured Property; (c) an acceleration by Holder as a result of the sale or further encumbrance of the Secured Property in violation of the applicable provisions of the Mortgage; or (d) a casualty or condemnation with respect to the Secured Property; then, in such event, Maker shall pay the prepayment fee and to the extent permitted by law, such prepayment fee shall be calculated in the same manner as specified above; provided that in the event such prepayment fee is construed to be interest under the laws of the State of South Carolina in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum interest that may be lawfully charged under the laws of the State of South Carolina.