Common use of Prepayments After Default Clause in Contracts

Prepayments After Default. If, during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower and accepted by Agent or is otherwise recovered by Agent (including through application of any Reserve Funds), such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof, and Borrower shall pay, as part of the Debt, all of: (i) all accrued interest calculated at the Interest Rate on the amount of principal being prepaid through and including the date of such prepayment together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid; (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), and (iv) an amount equal to the Spread Maintenance Premium (if made before the Spread Maintenance Date).

Prepayments After Default. If, during the continuance of following an uncured Event of Default, Borrower tenders payment of all or any part of the Debt, or if all or any portion of the Debt is tendered by Borrower and accepted by Agent or is otherwise recovered by Agent (including through application Lender after such Event of any Reserve Funds), Default such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof, of the Loan prior to the expiration of the Lockout Period and Borrower shall pay, as part of in addition to the Debt, all of: (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the date of such prepayment Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) if such prepayment occurs prior to the expiration of the Open Period, a prepayment consideration equal to five percent (5%) of the amount being prepaid, (iii) the Interest Shortfall, if applicable, with respect to the amount prepaid; , (iiiiv) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses clause (i) iii); and (ii)v) all other sums due under this Agreement, and (iv) an amount equal to the Spread Maintenance Premium (if made before Note or the Spread Maintenance Date)other Loan Documents in connection with a partial or total prepayment.

Prepayments After Default. (a) If, during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower and accepted by Agent Lender or is otherwise recovered by Agent Lender (including through application of any Reserve Funds), such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof2.4.1, and Borrower shall pay, as part of the Debt, all of: (i) all accrued interest calculated at the Interest Rate on the amount of principal being prepaid through and including the date of such prepayment together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid; , (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), and (iv) an amount equal to the Spread Maintenance Premium (if made before the Spread Maintenance Date). (b) Notwithstanding anything contained herein to the contrary, upon the occurrence and during the continuance of any Event of Default, any payment of principal, interest and other amounts payable under the Loan Documents from whatever source may be applied by Lender among the Components and other Obligations as Lender shall determine in its sole and absolute discretion.

Prepayments After Default. If, during the continuance of following an Event of Default, Borrower tenders payment of all or any part of the Debt, or if all or any portion of the Debt is tendered by Borrower and accepted by Agent or is otherwise recovered by Agent Lender after such Event of Default (including including, without limitation, through application of any Reserve FundsNet Liquidation Proceeds After Debt Service), such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof, hereunder and Borrower shall pay, as part of in addition to the Debt, all of: (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the date of such prepayment together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepaymentPrepayment Date, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid; , (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and clause (ii), and (iv) if such payment occurs prior to the expiration of the Lockout Period, an amount equal to the Spread Maintenance Premium Premium, and (if made before v) all other sums due under this Agreement, the Spread Maintenance Date)Note or the other Loan Documents in connection with a partial or total prepayment.

Prepayments After Default. If, during the continuance of If after an Event of Default, but prior to the date when prepayment is permitted under Section 2.4.1, payment of all or any part of the Debt principal of the Loan is tendered by Borrower and accepted by Agent (which tender Lender may reject to the extent permitted under applicable Legal Requirements), a purchaser at foreclosure or is otherwise recovered by Agent (including through application of any Reserve Funds)other Person, such tender or recovery shall be deemed an attempt to be a voluntary prepayment by Borrower in violation of circumvent the prohibition against prepayment set forth in Section 2.4.1 hereofand Borrower, and Borrower such purchaser at foreclosure or other Person shall paypay the Spread Maintenance Premium, as part of the Debt, all of: in addition to (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the date of such prepayment Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in immediately prior to the date on which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid; , (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and clause (ii), ; and (ivv) an amount equal to all other sums due under this Agreement (including Section 2.3.3), the Spread Maintenance Premium (if made before Notes or the Spread Maintenance Date)other Loan Documents in connection with a partial or total prepayment.

Prepayments After Default. If, during concurrently with the continuance occurrence of an Event of DefaultDefault or if an Event of Default is then continuing, payment of all or any part of the Debt is tendered by Borrower Borrower, a purchaser at a foreclosure sale of the Property, or any other Person and is accepted by Agent Lender or is otherwise recovered by Agent Lender (including through application of any Reserve FundsFunds following maturity or acceleration of the Loan), (a) such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of an attempt to circumvent the prohibition against prepayment set forth in Section 2.4.1 hereofherein, and (b) Borrower shall pay, as part of the Debt, all of: (i) all accrued interest calculated at the Interest Rate on the amount of principal being prepaid through and including the date of such prepayment repayment together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid repaid through the end of the Interest Period in which such prepayment repayment occurs, notwithstanding that such Interest Period extends beyond the date of prepaymentrepayment, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid; (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), and (iviii) an amount equal to the Spread Maintenance Premium (if made before during the Spread Maintenance DatePeriod).

Prepayments After Default. (a) If, during the continuance of an Event of Default, payment of all or any part of the Debt (except Debt Service) is tendered by Borrower and accepted by Agent Lender or is otherwise recovered by Agent Lender (including through application of any Reserve Funds), such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof2.4.1, and Borrower shall pay, as part of the Debt, all of: (i) all accrued interest calculated at the Interest Rate on (other than with respect to any BUSINESS.30586915.9 Deferred Interest Amount with respect to any Deferrable Component, which Deferred Interest Amount instead accrues interest at the amount of principal being prepaid related Deferrable Interest Rate for such Deferrable Component), through and including the date of such prepayment together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end last day of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, is made and (ii) the Interest Shortfall, if applicable, other than with respect to the amount prepaid; (iii) Breakage CostsComponent F, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), and (iv) an amount equal to the Spread applicable Yield Maintenance Premium (if made before the Spread Yield Maintenance Date). (b) Notwithstanding anything contained herein to the contrary, upon the occurrence and during the continuance of any Event of Default, any payment of principal, interest and other amounts payable under the Loan Documents from whatever source may be applied by Lender among the Components and other Obligations as Lender shall determine in its sole and absolute discretion.

Prepayments After Default. If, during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower and accepted by Agent Lender or is otherwise recovered by Agent Lender (including through application of any Reserve Funds), such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof, and Borrower shall pay, as part of the Debt, all of: (i) all accrued interest calculated at the Interest Rate on the amount of principal being prepaid through and including the date of such prepayment together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid; ;, (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), and (iv) an amount equal to the Spread Maintenance Premium (if made before the Spread Maintenance Date).

Prepayments After Default. If, during the continuance of following an uncured Event of Default, Borrower tenders payment of all or any part of the Debt, or if all or any portion of the Debt is tendered by Borrower and accepted by Agent or is otherwise recovered by Agent (including through application Lender after such Event of any Reserve Funds), Default such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof, of the Loan prior to the expiration of the Lockout Period and Borrower shall pay, as part of in addition to the Debt, all of: (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the date of such prepayment together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepaymentPrepayment Date, (ii) if such prepayment occurs prior to the expiration of the Lockout Period, a prepayment consideration equal to three percent (3%) of the amount being prepaid, (iii) the Interest Shortfall, if applicable, with respect to the amount prepaid; , (iiiiv) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses clause (i) iii); and (ii)v) all other sums due under this Agreement, and (iv) an amount equal to the Spread Maintenance Premium (if made before Note or the Spread Maintenance Date)other Loan Documents in connection with a partial or total prepayment.

Prepayments After Default. If, during the continuance of following an Event of Default, Borrower tenders payment of all or any part of the Debt, or if all or any portion of the Debt is tendered by Borrower and accepted by Agent or is otherwise recovered by Agent (including through application Lender after such Event of any Reserve Funds), Default such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof, 2.3.1 hereof and Borrower shall pay, as part of in addition to the Debt, all of: (i) an amount equal to the greater of (a) one percent (1%) of the outstanding principal amount of the Loan to be prepaid or satisfied, or (b) the Yield Maintenance Premium that would be required if a Defeasance Event had occurred in an amount equal to the outstanding principal amount of the Loan to be satisfied or prepaid and (ii) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid through and including the date of such prepayment together with an amount equal prepayment. Notwithstanding anything to the contrary contained herein, any amounts paid to or received by Lender in connection with the Loan during the continuation of an Event of Default shall be applied by Lender to the Debt in the following order of priority: (i) First, to the payment of interest that would have accrued on the outstanding principal balance of the Note at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, Rate; (ii) the Interest ShortfallSecond, if applicable, with respect to the amount prepaidpayment of the outstanding principal balance of the Note until the Note is reduced to zero ($0); and (iii) Breakage CostsThird, if any, without duplication to the payment of any sums paid pursuant to other amounts then due the preceding clauses (i) and (ii), and (iv) an amount equal to holder of the Spread Maintenance Premium (if made before the Spread Maintenance Date)Note.

Prepayments After Default. If, during the continuance of following an Event of Default, Borrower tenders payment of all or any part of the Debt, or if all or any portion of the Debt is tendered by Borrower and accepted by Agent or is otherwise recovered by Agent (including through application Lender after such Event of any Reserve Funds), Default such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof, 2.3.1 hereof and Borrower shall pay, as part of in addition to the Debt, all of: (i) an amount equal to the greater of (a) one percent (1%) of the outstanding principal amount of the Loan to be prepaid or satisfied, or (b) the Yield Maintenance Premium that would be required if a Defeasance Event had occurred in an amount equal to the outstanding principal amount of the Loan to be satisfied or prepaid and (ii) all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid through and including the date of such prepayment together with an amount equal prepayment. Notwithstanding anything to the interest that would have accrued at contrary contained herein, any amounts paid to or received by Lender in connection with the Interest Rate on Loan during the amount continuation of principal being prepaid through the end an Event of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) the Interest Shortfall, if applicable, with respect Default shall be applied by Lender to the amount prepaid; (iii) Breakage Costs, if any, without duplication Debt in the following order of any sums paid pursuant to the preceding clauses (i) and (ii), and (iv) an amount equal to the Spread Maintenance Premium (if made before the Spread Maintenance Date).priority:

Prepayments After Default. (a) If, during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower and accepted by Agent Lender or is otherwise recovered by Agent Lender (including through application of any Reserve Funds), such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof2.4.1, and Borrower shall pay, as part of the Debt, all of: : (i) all accrued interest calculated at the Interest Rate on the amount of principal being prepaid through and including the date of such prepayment together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid; , (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), and (iv) an amount equal to the applicable Spread Maintenance Premium (if made before the Spread Maintenance Date). (b) Notwithstanding anything contained herein to the contrary, upon the occurrence and during the continuance of any Event of Default, any payment of principal, interest and other amounts payable under the Loan Documents from whatever source may be applied by Lender among the Components and other Obligations as Lender shall determine in its sole and absolute discretion.

Prepayments After Default. If, during the continuance of an Event of Default, payment of all or any part of the Debt Obligations is tendered by Borrower and accepted by Agent Lender or is otherwise recovered by Agent Lender (including through application of any Reserve Funds), such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof, and Borrower shall pay, as part of the DebtObligations, all ofof the following: (i) all interest then having accrued interest and remaining outstanding calculated at the Interest Default Rate on for the amount of principal applicable Component(s) being prepaid through and including the such repayment date of such prepayment together with an amount equal to the interest that would have accrued at the Interest Rate on for the amount of principal applicable Component(s) being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that occurs as if such Interest Period extends beyond the date of prepayment, prepayment had not occurred; (ii) the Interest ShortfallAdditional Interest, if applicable, with respect to the amount prepaid; (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), ; and (iv) an amount equal to the Spread Maintenance Premium (if made before the Spread Maintenance Date). Notwithstanding anything herein to the contrary, during the continuance of any Event of Default, any payment of principal, interest or other amounts from whatever source may be applied by Lender among the Note, Components and other Obligations in Lender’s sole discretion.

Prepayments After Default. If, during the continuance of following an uncured Event of Default, Borrower tenders payment of all or any part of the Debt, or if all or any portion of the Debt is tendered by Borrower and accepted by Agent or is otherwise recovered by Agent (including through application Lender after such Event of any Reserve Funds), Default such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 hereof, of the Loan prior to the expiration of the Lockout Period and Borrower shall pay, as part of in addition to the Debt, all of: (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the date of such prepayment Prepayment Date together with an amount equal to the interest that would have accrued at the Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occursShortfall, notwithstanding that such Interest Period extends beyond the date of prepayment, ; (ii) the Interest Shortfall, if applicable, with respect such prepayment occurs on or prior to the expiration of the Lockout Period, a prepayment consideration equal to five percent (5%) of the amount being prepaid; (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses clause (i) and (ii), ; and (iv) an amount equal to all other sums due under this Agreement, the Spread Maintenance Premium (if made before Note or the Spread Maintenance Date)other Loan Documents in connection with a partial or total prepayment.