Common use of Voluntary and Mandatory Prepayment Clause in Contracts

Voluntary and Mandatory Prepayment. (a) Borrower shall have the right, at its option, upon ten Business Days’ prior written notice to Lender (which notice may be revocable at any time by Borrower, provided that Borrower shall reimburse Lender for all of its reasonable out-of-pocket costs and expenses incurred as a result of any such revocation), to prepay the Loan in whole or in part at any time, provided that if such prepayment is made prior to the Par Prepayment Date then Borrower shall pay to Lender simultaneously with such prepayment the applicable Prepayment Fee; provided, however, that no Prepayment Fee shall be payable with respect to (i) a prepayment of the Loan in connection with the release of one or more Value Add Pool Properties or the release of one or more of the Properties within the Xxxx Portfolio, except, in each case, to the extent that aggregate prepayments of the Loan shall exceed 30% of the Loan Amount, (ii) a prepayment of the Loan in connection with the sale of a Disposition Asset or (iii) any prepayment of the Loan pursuant to Section 5.16(d). Each such prepayment shall be accompanied by the amount of interest theretofore accrued but unpaid in respect of the principal amount so prepaid, plus the amount of interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Interest Accrual Period in which such prepayment is made and, if such prepayment is made during the last two Business Days in any Interest Accrual Period, the amount of additional interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the following Interest Accrual Period. Following any such prepayment, Borrower may release or transfer, free and clear of the Lien of the Loan Documents, a portion of the notional amount of the Interest Rate Cap Agreement equal to the amount of such prepayment. Any partial prepayment shall be applied to the last payments of principal due under the Loan. (b) Borrower shall not be permitted to make a voluntary prepayment of the Principal Indebtedness (excluding any payment of any Affiliated Release Price, Unaffiliated Release Xxxxx, Xxxx Release Price or any application of Loss Proceeds) unless simultaneously therewith a prepayment of the Mortgage Loan and the Junior Mezzanine Loan shall also be made in the amount necessary so that the Principal Indebtedness, the Mortgage Loan Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness immediately after such prepayment are in the same proportion as they were immediately prior to such prepayments (but Borrower shall be permitted, and is required, to make the mandatory prepayments set forth in Section 2.1(c)). If the Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), all prepayments of the Loan, except those made during the continuance of an Event of Default or pursuant to Section 5.16, shall be applied to the Note Components on a pro rata basis. All prepayments of the Loan made during the continuance of an Event of Default or pursuant to Section 5.16 shall be applied to the Note Components in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (c) Borrower shall make the following mandatory prepayments of the Loan: (i) on the first Payment Date following the date on which any Restricted Cash is no longer required to be maintained as collateral for the benefit of the applicable Encumbered Property Lender pursuant to the applicable Encumbered Property Debt Documents, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product of (x) the amount of any such Restricted Cash, times (y) the Loan Multiplier, provided that Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith; (ii) on any Payment Date on which Xxxx Excess Cash Flow is contained in the Cash Management Account, Borrower shall prepay the Loan in an amount equal to the product of (x) the amount of such Xxxx Excess Cash Flow times (y) the Loan Multiplier, provided that (i) Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith and (ii) the aggregate amount of prepayments of the Loan and the Junior Mezzanine Loan made pursuant to this Section 2.1(c)(ii) shall not be required to exceed $10,000,000 in the aggregate in any calendar year (which amount shall be reduced on a proportionate basis to reflect any reduction in Borrower’s interest in the Xxxx Portfolio in the event Borrower enters into a Qualified Joint Venture Agreement with respect to the Xxxx Portfolio in accordance herewith, and any release of a Property in the Xxxx Portfolio in accordance herewith, in each case provided the Release Price required to be paid in accordance therewith has been paid); (iii) simultaneously with, and as a condition to, any sale and/or financing of any Disposition Asset (including subsequent sales and/or financings to the extent any initial sale or financing is with or to an Affiliate of Borrower) that shall cause the aggregate gross proceeds theretofore realized from the sale and/or financing of Disposition Assets to exceed $184,000,000 (which gross proceeds shall include the assumption of Debt without reduction for repayment of Debt, but shall be net of customary transaction costs, including legal fees, actually paid to third parties, in each case with respect to any such sale or financing of a Disposition Asset), subject to the last sentence of Section 3.1(b) below, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product of (x) the amount of any such excess, times (y) the Loan Multiplier, provided that Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith (by way of example only: if the Disposition Assets are encumbered by $100,000,000 and are purchased for $100,000,000 subject to existing Debt, or are purchased for $200,000,000 and existing Debt is repaid, then in either case the Loan shall be reduced or repaid, as applicable, in the amount of $16,000,000 (net of customary third party transaction costs paid to unaffiliated third parties) times the Loan Multiplier; and (iv) simultaneously with any voluntary prepayment of all or any portion of the Mortgage Loan Principal Indebtedness and/or the Junior Mezzanine Loan Principal Indebtedness, Borrower shall make a prepayment hereunder in the amount necessary so that the Principal Indebtedness, the Mortgage Loan Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness immediately after such prepayments are in the same proportion as they were immediately prior to such prepayments.

Voluntary and Mandatory Prepayment. (a) Borrower shall have the right, at its option, upon ten Business Days’ prior written notice to Lender (which notice may be revocable at any time by Borrower, provided that Borrower shall reimburse Lender for all of its reasonable out-of-pocket costs and expenses incurred as a result of any such revocation), to prepay the Loan in whole or in part at any time, provided that if such prepayment is made prior to the Par Prepayment Date then Borrower shall pay to Lender simultaneously with such prepayment the applicable Prepayment Fee; provided, however, that no Prepayment Fee shall be payable with respect to (i) a prepayment of the Loan in connection with the release of one or more Value Add Pool Properties or the release of one or more of the Properties within the Xxxx Portfolio, except, in each case, to the extent that aggregate prepayments of the Loan shall exceed 30% of the Loan Amount, (ii) a prepayment of the Loan in connection with the sale of a Disposition Asset or (iii) any prepayment of the Loan pursuant to Section 5.16(d). Each such prepayment shall be accompanied by the amount of interest theretofore accrued but unpaid in respect of the principal amount so prepaid, plus the amount of interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Interest Accrual Period in which such prepayment is made and, if such prepayment is made during the last two Business Days in any Interest Accrual Period, the amount of additional interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the following Interest Accrual Period. Following any such prepayment, Borrower may release or transfer, free and clear of the Lien of the Loan Documents, a portion of the notional amount of the Interest Rate Cap Agreement equal to the amount of such prepayment. Any partial prepayment shall be applied to the last payments of principal due under the Loan. (b) Borrower shall not be permitted to make a voluntary prepayment of the Principal Indebtedness (excluding any payment of any Affiliated Release Price, Unaffiliated Release Xxxxx, Price or Xxxx Release Price or any application of Loss Proceeds) unless simultaneously therewith a prepayment of the Mortgage Loan and the Junior Mezzanine Loan shall also be made in the amount necessary so that the Principal Indebtedness, the Mortgage Loan Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness immediately after such prepayment are in the same proportion as they were immediately prior to such prepayments (but Borrower shall be permitted, and is required, to make the mandatory prepayments set forth in Section 2.1(c)). If the Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), all prepayments of the Loan, except those made during the continuance of an Event of Default or pursuant to Section 5.16, shall be applied to the Note Components on a pro rata basis. All prepayments of the Loan made during the continuance of an Event of Default or pursuant to Section 5.16 shall be applied to the Note Components in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (c) Borrower shall make the following mandatory prepayments of the Loan: (i) on the first Payment Date following the date on which any Restricted Cash is no longer required to be maintained as collateral for the benefit of the applicable Encumbered Property Lender pursuant to the applicable Encumbered Property Debt Documents, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product of (x) the amount of any such Restricted Cash, times (y) the Loan Multiplier, provided that Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith; (ii) on any Payment Date on which Xxxx Excess Cash Flow is contained in the Cash Management Account, Borrower shall prepay the Loan in an amount equal to the product of (x) the amount of such Xxxx Excess Cash Flow times (y) the Loan MultiplierFlow, provided that (i) Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith and (ii) the aggregate amount of prepayments of the Loan and the Junior Mezzanine Loan made pursuant to this Section 2.1(c)(ii) shall not be required to exceed $10,000,000 in the aggregate in any calendar year (which amount shall be reduced on a proportionate basis to reflect any reduction in Borrower’s interest in the Xxxx Portfolio in the event Borrower enters into a Qualified Joint Venture Agreement with respect to the Xxxx Portfolio in accordance herewith, and any release of a Property in the Xxxx Portfolio in accordance herewith, in each case provided the Release Price required to be paid in accordance therewith has been paid); (iii) simultaneously with, and as a condition to, any sale and/or financing of any Disposition Asset (including subsequent sales and/or financings to the extent any initial sale or financing is with or to an Affiliate of Borrower) that shall cause the aggregate gross proceeds theretofore realized from the sale and/or financing of Disposition Assets to exceed $184,000,000 (which gross proceeds shall include the assumption of Debt without reduction for repayment of Debt, but shall be net of customary transaction costs, including legal fees, actually paid to third parties, in each case with respect to any such sale or financing of a Disposition Asset), subject to the last sentence of Section 3.1(b) below, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product of (x) the amount of any such excess, times (y) the Loan Multiplier, provided that Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith (by way of example only: if the Disposition Assets are encumbered by $100,000,000 and are purchased for $100,000,000 subject to existing Debt, or are purchased for $200,000,000 and existing Debt is repaid, then in either case the Loan shall be reduced or repaid, as applicable, in the amount of $16,000,000 (net of customary third party transaction costs paid to unaffiliated third parties) times the Loan Multiplier); and (iv) simultaneously with any voluntary prepayment of all or any portion of the Mortgage Loan Principal Indebtedness and/or the Junior Mezzanine Loan Principal Indebtedness, Borrower shall make a prepayment hereunder in the amount necessary so that the Principal Indebtedness, the Mortgage Loan Principal Indebtedness and the Junior Mezzanine Mortgage Loan Principal Indebtedness immediately after such prepayments are in the same proportion as they were immediately prior to such prepayments.

Voluntary and Mandatory Prepayment. (a) Borrower shall have the right, at its option, upon ten Business Days’ prior written notice to Lender (which notice may be revocable at any time by Borrower, provided that Borrower shall reimburse Lender for all of its reasonable out-of-pocket costs and expenses incurred as a result of any such revocation), to prepay the Loan in whole or in part at any time, provided that if such prepayment is made prior to the Par Prepayment Date then Borrower shall pay to Lender simultaneously with such prepayment the applicable Prepayment Fee; provided, however, that no Prepayment Fee shall be payable with respect to (i) a prepayment of the Loan in connection with the release of one or more Value Add Pool Properties or the release of one or more of the Properties within the Xxxx Portfolio, except, in each case, to the extent that aggregate prepayments of the Loan shall exceed 30% of the Loan Amount, (ii) a prepayment of the Loan in connection with the sale of a Disposition Asset or (iii) any prepayment of the Loan pursuant to Section 5.16(d). Each such prepayment shall be accompanied by the amount of interest theretofore accrued but unpaid in respect of the principal amount so prepaid, plus the amount of interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Interest Accrual Period in which such prepayment is made and, if such prepayment is made during the last two Business Days in any Interest Accrual Period, the amount of additional interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the following Interest Accrual Period. Following any such prepayment, Borrower may release or transfer, free and clear of the Lien of the Loan Documents, a portion of the notional amount of the Interest Rate Cap Agreement equal to the amount of such prepayment. Any partial prepayment shall be applied to the last payments of principal due under the Loan. (b) Borrower shall not be permitted to make a voluntary prepayment of the Principal Indebtedness (excluding any payment of any Affiliated Release Price, Unaffiliated Release Xxxxx, Price or Xxxx Release Price or any application of Loss Proceeds) unless simultaneously therewith a prepayment of the Mortgage Loan and the Junior Senior Mezzanine Loan shall also be made in the amount necessary so that the Principal Indebtedness, the Mortgage Senior Mezzanine Loan Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness immediately after such prepayment are in the same proportion as they were immediately prior to such prepayments (but Borrower shall be permitted, and is required, to make the mandatory prepayments set forth in Section 2.1(c)). If the Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), all prepayments of the Loan, except those made during the continuance of an Event of Default or pursuant to Section 5.16, shall be applied to the Note Components on a pro rata basis. All prepayments of the Loan made during the continuance of an Event of Default or pursuant to Section 5.16 shall be applied to the Note Components in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (c) Borrower shall make the following mandatory prepayments of the Loan: (i) on the first Payment Date following the date on which any Restricted Cash is no longer required to be maintained as collateral for the benefit of the applicable Encumbered Property Lender pursuant to the applicable Encumbered Property Debt Documents, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product of (x) the amount of any such Restricted Cash, times (y) the Loan Multiplier, provided that Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith; (ii) on any Payment Date on which Xxxx Excess Cash Flow is contained in the Cash Management Account, Borrower shall prepay the Loan in an amount equal to the product of (x) the amount of such Xxxx Excess Cash Flow times (y) the Loan Multiplier, provided that (i) Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith and (ii) the aggregate amount of prepayments of the Loan and the Junior Senior Mezzanine Loan made pursuant to this Section 2.1(c)(ii) shall not be required to exceed $10,000,000 in the aggregate in any calendar year (which amount shall be reduced on a proportionate basis to reflect any reduction in Borrower’s interest in the Xxxx Portfolio in the event Senior Mezzanine Borrower enters into a Qualified Joint Venture Agreement with respect to the Xxxx Portfolio in accordance herewith, and any release of a Property in the Xxxx Portfolio in accordance herewith, in each case provided the Release Price required to be paid in accordance therewith has been paid); (iii) simultaneously with, and as a condition to, any sale and/or financing of any Disposition Asset (including subsequent sales and/or financings to the extent any initial sale or financing is with or to an Affiliate of Borrower or Senior Mezzanine Borrower) that shall cause the aggregate gross proceeds theretofore realized from the sale and/or financing of Disposition Assets to exceed $184,000,000 (which gross proceeds shall include the assumption of Debt without reduction for repayment of Debt, but shall be net of customary transaction costs, including legal fees, actually paid to third parties, in each case with respect to any such sale or financing of a Disposition Asset), ) subject to the last sentence of Section 3.1(b) below, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product of (x) the amount of any such excess, times (y) the Loan Multiplier, provided that Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith (by way of example only: if the Disposition Assets are encumbered by $100,000,000 and are purchased for $100,000,000 subject to existing Debt, or are purchased for $200,000,000 and existing Debt is repaid, then in either case the Loan shall be reduced or repaid, as applicable, in the amount of $16,000,000 (net of customary third party transaction costs paid to unaffiliated third parties) times the Loan Multiplier); and (iv) simultaneously with any voluntary prepayment of all or any portion of the Mortgage Loan Principal Indebtedness and/or the Junior Senior Mezzanine Loan Principal Indebtedness, Borrower shall make a prepayment hereunder in the amount necessary so that the Principal Indebtedness, the Mortgage Loan Principal Indebtedness and the Junior Senior Mezzanine Loan Principal Indebtedness immediately after such prepayments are in the same proportion as they were immediately prior to such prepayments.

Voluntary and Mandatory Prepayment. (a) The Term Note may be prepaid in whole, but not in part, by Borrower shall have at any time after the rightfirst Loan Year, provided, however, that any such prepayment must be preceded by at its option, upon ten Business Days’ least thirty (30) calendar days prior written notice thereof to Lender; and, provided, further, that any such prepayment must be accompanied by the payment of all then accrued, but unpaid, interest on the principal amount to be prepaid together with a prepayment premium, representing liquidated damages to Lender for the loss of its bargain and not a penalty, equal in amount to the amount calculated as follows: Two (2%) percent of the principal amount prepaid if such prepayment occurs in the second Loan Year; one (1%) percent of the principal amount prepaid if such prepayment occurs in the third Loan Year; one- half of one percent (0.5%) of the principal amount prepaid if such prepayment occurs in the fourth Loan Year, and without premium at all times thereafter. (b) Borrower will within 10 days of occurrence report to Lender any loss, damage, fire, theft or other casualty to any Collateral that is equal to or greater than $250,000 in the aggregate, and whether Borrower has repaired (or caused to be repaired) or replaced, or intends to repair (or cause to be repaired) or replace, such Collateral. Lender is authorized and empowered to make or file proofs of loss or damage (in each case, so long as no Event of Default shall have occurred and be continuing, only so long as such loss or damages is equal to or greater than $500,000) and to settle and adjust any claim under insurance policies which notice may be revocable at any time by insure against such risks, or to direct Borrower, provided that Borrower shall reimburse Lender for all of its reasonable out-of-pocket costs in writing, to agree with the insurance carrier(s) on the amount to be paid in regard to such loss. All insurance proceeds and expenses incurred other amounts receivable as a result of any such revocation)casualty shall at Lender's option, to prepay the Loan in whole or in part at any time, provided that if such prepayment is made prior to the Par Prepayment Date then Borrower shall pay be immediately paid to Lender simultaneously with such prepayment or made available to Borrower for the applicable Prepayment Fee; providedrepair, howeverreplacement or restoration of the subject Collateral as set forth in this subsection 2.7(c). So long as an Event of Default shall have occurred and be continuing, that no Prepayment Fee all insurance proceeds, regardless of amount, shall be payable directly to Lender. Borrower shall immediately notify Lender of any action or proceeding relating to any condemnation or other taking, whether direct or indirect, with respect to any Financed Convenience Store Location, or part thereof, and Borrower shall appear in and prosecute any such action or proceeding unless otherwise directed by Lender in writing. Borrower authorizes Lender, at Lender's option, as attorney-in-fact for Borrower, to commence, appear in and prosecute, in Lender's or Borrower's name, any action or proceeding relating to any condemnation or other taking of any Financed Convenience Store Location, whether direct or indirect, and to settle or compromise any claim in connection with such condemnation or other taking, provided such claim is for an amount equal to or greater than $500,000. The proceeds of any award, payment or claim for damages, direct or consequential, in connection with any such condemnation or other taking, whether direct or indirect, of any Financed Convenience Store Location, or part thereof, or for conveyances in lieu of condemnation, are hereby assigned to and shall be paid to Lender as further security for the payment and performance of the Obligations. So long as an Event of Default shall have occurred and be continuing, all condemnation or similar proceeds, regardless of amount, shall be payable directly to Lender. Provided no Event of Default then exists hereunder, the net insurance proceeds and net proceeds of any condemnation award (in each case after deduction only of Lender's reasonable costs and expenses, if any, in collecting the same) in amounts greater than $500,000 shall be made available for the restoration or repair of the Financed Convenience Store Location if, in Lender's sole judgment (i) a prepayment restoration or repair and the continued operation of the Loan in connection with the release of one or more Value Add Pool Properties or the release of one or more of the Properties within the Xxxx Portfolio, except, in each case, to the extent that aggregate prepayments of the Loan shall exceed 30% of the Loan AmountFinanced Convenience Store Location is economically feasible, (ii) a prepayment the value of the Loan in connection with the sale of a Disposition Asset or Lender's security is not materially reduced, (iii) any prepayment the loss or condemnation, as applicable, does not occur in the six (6) month period preceding the stated maturity date and Lender's independent consultant certifies that the restoration of the Loan pursuant Financed Convenience Store Location can be completed at least 90 days prior to Section 5.16(d)the maturity date. Each such prepayment Notwithstanding the foregoing, it shall be accompanied a condition precedent to any disbursement of insurance proceeds held by the amount of interest theretofore accrued but unpaid in respect of the principal amount so prepaid, plus the amount of interest Lender hereunder that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Interest Accrual Period in which such prepayment is made and, if such prepayment is made during the last two Business Days in any Interest Accrual Period, the amount of additional interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the following Interest Accrual Period. Following any such prepayment, Borrower may release or transfer, free and clear of the Lien of the Loan Documents, a portion of the notional amount of the Interest Rate Cap Agreement equal to the amount of such prepayment. Any partial prepayment shall be applied to the last payments of principal due under the Loan. (b) Borrower shall not be permitted to make a voluntary prepayment of the Principal Indebtedness (excluding any payment of any Affiliated Release Price, Unaffiliated Release Xxxxx, Xxxx Release Price or any application of Loss Proceeds) unless simultaneously therewith a prepayment of the Mortgage Loan and the Junior Mezzanine Loan shall also be made in the amount necessary so that the Principal Indebtedness, the Mortgage Loan Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness immediately after such prepayment are in the same proportion as they were immediately prior to such prepayments (but Borrower shall be permitted, and is required, to make the mandatory prepayments set forth in Section 2.1(c)). If the Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), all prepayments of the Loan, except those made during the continuance of an Event of Default or pursuant to Section 5.16, shall be applied to the Note Components on a pro rata basis. All prepayments of the Loan made during the continuance of an Event of Default or pursuant to Section 5.16 shall be applied to the Note Components in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (c) Borrower shall make the following mandatory prepayments of the Loan: (i) on the first Payment Date following the date on which any Restricted Cash is no longer required to be maintained as collateral for the benefit of the applicable Encumbered Property Lender pursuant to the applicable Encumbered Property Debt Documents, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product of have approved (x) the amount of all plans and specifications for any such Restricted Cashproposed repair or restoration, times (y) the Loan Multiplier, provided construction schedule and (z) the architect's and general contractor's contract for all restoration that Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith; (ii) on any Payment Date on which Xxxx Excess Cash Flow is contained exceeds $500,000.00 in the Cash Management Account, Borrower shall prepay aggregate. Lender may establish other conditions it deems reasonably necessary to assure the Loan work is fully completed in an amount equal to a good and workmanlike manner free of all liens or claims by reason thereof. If the product of (x) the amount of such Xxxx Excess Cash Flow times (y) the Loan Multiplier, provided that (i) Borrower shall not be required to pay any Prepayment Fee net insurance proceeds or other similar amount in connection therewith and (ii) the aggregate amount of prepayments of the Loan and the Junior Mezzanine Loan made pursuant to this Section 2.1(c)(ii) shall not be required to exceed $10,000,000 in the aggregate in any calendar year (which amount shall be reduced on a proportionate basis to reflect any reduction in Borrower’s interest in the Xxxx Portfolio in the event Borrower enters into a Qualified Joint Venture Agreement with respect to the Xxxx Portfolio in accordance herewith, and any release of a Property in the Xxxx Portfolio in accordance herewith, in each case provided the Release Price required to be paid in accordance therewith has been paid); (iii) simultaneously with, and as a condition to, any sale and/or financing net proceeds of any Disposition Asset (including subsequent sales and/or financings to the extent any initial sale or financing is with or to an Affiliate of Borrower) that shall cause the aggregate gross proceeds theretofore realized from the sale and/or financing of Disposition Assets to exceed $184,000,000 (which gross proceeds shall include the assumption of Debt without reduction for repayment of Debt, but shall be net of customary transaction costs, including legal fees, actually paid to third parties, in each case with respect to any such sale or financing of a Disposition Asset), subject to the last sentence of Section 3.1(b) below, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product of (x) the amount of any such excess, times (y) the Loan Multiplier, provided that Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith (by way of example only: if the Disposition Assets are encumbered by $100,000,000 and are purchased for $100,000,000 subject to existing Debt, or are purchased for $200,000,000 and existing Debt is repaid, then in either case the Loan shall be reduced or repaidcondemnation award, as applicable, are made available for restoration or repair, such work shall be completed by Borrower in the amount of $16,000,000 (net of customary third party transaction costs paid to unaffiliated third parties) times the Loan Multiplier; and (iv) simultaneously an expeditious and diligent fashion, and in compliance with any voluntary prepayment of all or any portion of the Mortgage Loan Principal Indebtedness and/or the Junior Mezzanine Loan Principal Indebtednessapplicable laws, Borrower shall make a prepayment hereunder in the amount necessary so that the Principal Indebtednessrules and regulations. At Lender's option, the Mortgage Loan Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness immediately after such prepayments are in the same proportion net insurance proceeds or net proceeds of any condemnation award equal to or greater than $500,000, as they were immediately prior applicable, shall be disbursed pursuant to such prepayments.a construction escrow acceptable to Lender. If following the

Voluntary and Mandatory Prepayment. (a) Borrower shall have the right, at its option, upon ten Business Days’ prior written notice to Lender (which notice may be revocable at any time by Borrower, provided that Borrower shall reimburse Lender for all of its reasonable out-of-pocket costs and expenses incurred as a result of any such revocation), to prepay the Loan in whole or in part at any time, provided that if such prepayment is made prior to the Par Prepayment Date then Borrower shall pay to Lender simultaneously with such prepayment the applicable Prepayment Fee; provided, however, that no Prepayment Fee shall be payable with respect to (i) a prepayment of the Loan in connection with the release of one or more Value Add Pool Properties or the release of one or more of the Properties within the Xxxx Portfolio, except, in each case, to the extent that aggregate prepayments of the Loan shall exceed 30% of the Loan Amount, (ii) a prepayment of the Loan in connection with the sale of a Disposition Asset or (iii) any prepayment of the Loan pursuant to Section 5.16(d). Each such prepayment shall be accompanied by the amount of interest theretofore accrued but unpaid in respect of the principal amount so prepaid, plus the amount of interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Interest Accrual Period in which such prepayment is made and, if such prepayment is made during the last two Business Days in any Interest Accrual Period, the amount of additional interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the following Interest Accrual Period. Following any such prepayment, Borrower may release or transfer, free and clear of the Lien of the Loan Documents, a portion of the notional amount of the Interest Rate Cap Agreement equal to the amount of such prepayment. Any partial prepayment shall be applied to the last payments of principal due under the Loan. (b) Borrower shall not be permitted to make a voluntary prepayment of the Principal Indebtedness (excluding any payment of any Affiliated Release Price, Unaffiliated Release Xxxxx, Xxxx Release Price or any except for the application of Loss ProceedsProceeds to repayment of the Loan pursuant to the terms hereof) not associated with the release of a Property unless simultaneously therewith a prepayment of the Mortgage Loan and the Junior Mezzanine Loan shall also be made in the amount necessary so that the Principal Indebtedness, the Mortgage Loan Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness immediately after such prepayment are in the same proportion as they were immediately prior to such prepayments (but prepayments. In connection with a prepayment under the Mezzanine Loan that is not associated with the release of collateral thereunder, Borrower shall contemporaneously prepay the Loan in the amount necessary to cause the Principal Indebtedness and the Mezzanine Loan Principal Indebtedness immediately after such prepayment to be permittedin the same proportion as they were immediately prior to any such prepayment. In addition, if Mezzanine Borrower shall make a prepayment of the Mezzanine Loan that results in the release of any Mortgage Property Equity Collateral, then Borrower shall contemporaneously prepay the Loan in the amount required to release the related Property from the Lien of the Loan Documents (and is required, otherwise comply with the requirements of Section 2.2 with respect to make the mandatory prepayments set forth in Section 2.1(c)release of such Property). If the Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), all prepayments of the Loan, except those made during the continuance of an Event of Default or pursuant to Section 5.16, shall be applied to the Note Components on a pro rata basis. All prepayments of the Loan made during the continuance of an Event of Default or pursuant to Section 5.16 shall be applied to the Note Components in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (c) Borrower shall make the following mandatory prepayments of the Loan: (i) on the first Payment Date following the date on which any Restricted Cash is no longer required to be maintained as collateral for the benefit of the applicable Encumbered Property Lender pursuant to the applicable Encumbered Property Debt Documents, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product of (x) the amount of any such Restricted Cash, times (y) the Loan Multiplier, provided that Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith; (ii) on any Payment Date on which Xxxx Excess Cash Flow is contained in the Cash Management Account, Borrower shall prepay the Loan in an amount equal to the product of (x) the amount of such Xxxx Excess Cash Flow times (y) the Loan Multiplier, provided that (i) Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith and (ii) the aggregate amount of prepayments of the Loan and the Junior Mezzanine Loan made pursuant to this Section 2.1(c)(ii) shall not be required to exceed $10,000,000 in the aggregate in any calendar year (which amount shall be reduced on a proportionate basis to reflect any reduction in Borrower’s interest in the Xxxx Portfolio in the event Borrower enters into a Qualified Joint Venture Agreement with respect to the Xxxx Portfolio in accordance herewith, and any release of a Property in the Xxxx Portfolio in accordance herewith, in each case provided the Release Price required to be paid in accordance therewith has been paid); (iii) simultaneously with, and as a condition to, any sale and/or financing of any Disposition Asset (including subsequent sales and/or financings to the extent any initial sale or financing is with or to an Affiliate of Borrower) that shall cause the aggregate gross proceeds theretofore realized from the sale and/or financing of Disposition Assets to exceed $184,000,000 (which gross proceeds shall include the assumption of Debt without reduction for repayment of Debt, but shall be net of customary transaction costs, including legal fees, actually paid to third parties, in each case with respect to any such sale or financing of a Disposition Asset), subject to the last sentence of Section 3.1(b) below, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product of (x) the amount of any such excess, times (y) the Loan Multiplier, provided that Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith (by way of example only: if the Disposition Assets are encumbered by $100,000,000 and are purchased for $100,000,000 subject to existing Debt, or are purchased for $200,000,000 and existing Debt is repaid, then in either case the Loan shall be reduced or repaid, as applicable, in the amount of $16,000,000 (net of customary third party transaction costs paid to unaffiliated third parties) times the Loan Multiplier; and (iv) simultaneously with any voluntary prepayment of all or any portion of the Mortgage Loan Principal Indebtedness and/or the Junior Mezzanine Loan Principal Indebtedness, Borrower shall make a prepayment hereunder in the amount necessary so that the Principal Indebtedness, the Mortgage Loan Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness immediately after such prepayments are in the same proportion as they were immediately prior to such prepayments.

Voluntary and Mandatory Prepayment. (a) The Borrower shall have the right, at its option, upon ten Business Days’ prior written notice to Lender (which notice may be revocable at any time by Borrower, provided that Borrower shall reimburse Lender for all of its reasonable out-of-pocket costs and expenses incurred as a result of any such revocation), to prepay the Loan in whole or in part right at any time, on not less than 30 days' prior notice to EBRD, to prepay on any Interest Payment Date all or any part of the principal amount of the Loan then outstanding; provided that if such prepayment is made prior to that: (1) the Par Prepayment Date then Borrower shall pay to Lender simultaneously with EBRD at the same time all accrued interest and other amounts payable on the principal amount of the Loan to be prepaid and all other amounts due and payable hereunder; (2) in the case of a partial prepayment, such prepayment the applicable Prepayment Fee; provided, however, that no Prepayment Fee shall be payable with respect in an amount of not less than USD 1,000,000 and shall be applied to (i) a prepayment prepay the outstanding repayment instalments of the Loan in connection with inverse order of maturity; and (3) the release Borrower shall pay to EBRD on the date of one or more Value Add Pool Properties or the release of one or more of the Properties within the Xxxx Portfolio, except, in each case, prepayment a prepayment fee equal to the extent that aggregate prepayments of the Loan shall exceed 30% of the Loan Amount, (ii) a prepayment of the Loan in connection with the sale of a Disposition Asset or (iii) any prepayment of the Loan pursuant to Section 5.16(d). Each such prepayment shall be accompanied by the amount of interest theretofore accrued but unpaid in respect following percentage of the principal amount so prepaid, plus the amount of interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the Interest Accrual Period in which such prepayment is made and, if such prepayment is made during the last two Business Days in any Interest Accrual Period, the amount of additional interest that would have accrued on the principal amount so prepaid had it remained outstanding through the end of the following Interest Accrual Period. Following any such prepayment, Borrower may release or transfer, free and clear of the Lien of the Loan Documents, a portion to be prepaid: Date of the notional amount of the Interest Rate Cap Agreement equal to the amount of such prepayment. Any partial prepayment shall be applied to the last payments of principal due under the Loan. (b) Borrower shall not be permitted to make a voluntary prepayment of the Principal Indebtedness (excluding any payment of any Affiliated Release Price, Unaffiliated Release Xxxxx, Xxxx Release Price Prepayment Percentage On or any application of Loss Proceeds) unless simultaneously therewith a prepayment of the Mortgage Loan and the Junior Mezzanine Loan shall also be made in the amount necessary so that the Principal Indebtedness, the Mortgage Loan Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness immediately after such prepayment are in the same proportion as they were immediately prior to 36 months from the date of this Agreement 1.0 After 36 months and on or prior to 60 months from the 0.5 date of this Agreement After 60 months from the date of this Agreement 0.3 Any such prepayments (but notice of prepayment by the Borrower shall be permittedirrevocable and binding on the Borrower and, and is requiredupon delivery of such notice, to make the mandatory prepayments set forth in Section 2.1(c)). If the Note has been bifurcated into multiple Note Components pursuant to Section 1.3(c), all prepayments of the Loan, except those made during the continuance of an Event of Default or pursuant to Section 5.16, Borrower shall be applied obligated to the Note Components on a pro rata basis. All prepayments of the Loan made during the continuance of an Event of Default or pursuant to Section 5.16 shall be applied to the Note Components in ascending order of interest rate (i.e., first to the Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (c) Borrower shall make the following mandatory prepayments of the Loan: (i) on the first Payment Date following the date on which any Restricted Cash is no longer required to be maintained as collateral for the benefit of the applicable Encumbered Property Lender pursuant to the applicable Encumbered Property Debt Documents, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product terms thereof. Amounts of (x) the amount of any such Restricted Cash, times (y) the Loan Multiplier, provided that prepaid by the Borrower shall may not be required to pay any Prepayment Fee or other similar amount in connection therewith;reborrowed. (iib) Commencing with the repayment instalment falling on any Payment Date on which Xxxx Excess Cash Flow is contained or about 15 June in the Cash Management Accountfifth full Financial Year following the First Operational Date, and subsequently on each repayment instalment falling on or about 15 June in each year thereafter, the Borrower shall prepay the Loan in an aggregate principal amount equal to 50% of the product of (x) the amount of such Xxxx Excess Cash Flow times (y) for the Loan MultiplierFinancial Year ending immediately prior to such date or, provided that (i) Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith and (ii) if less, the aggregate principal amount of prepayments of the Loan and the Junior Mezzanine Loan made pursuant to this Section 2.1(c)(iithen outstanding, provided that: (1) shall not be required to exceed $10,000,000 in the aggregate in any calendar year (which amount such prepayment shall be reduced on a proportionate basis applied to reflect any reduction in Borrower’s interest in prepay the Xxxx Portfolio in the event Borrower enters into a Qualified Joint Venture Agreement with respect to the Xxxx Portfolio in accordance herewith, and any release outstanding repayment instalments of a Property in the Xxxx Portfolio in accordance herewith, in each case provided the Release Price required to be paid in accordance therewith has been paid); (iii) simultaneously with, and as a condition to, any sale and/or financing of any Disposition Asset (including subsequent sales and/or financings to the extent any initial sale or financing is with or to an Affiliate of Borrower) that shall cause the aggregate gross proceeds theretofore realized from the sale and/or financing of Disposition Assets to exceed $184,000,000 (which gross proceeds shall include the assumption of Debt without reduction for repayment of Debt, but shall be net of customary transaction costs, including legal fees, actually paid to third parties, in each case with respect to any such sale or financing of a Disposition Asset), subject to the last sentence of Section 3.1(b) below, Borrower shall prepay the Loan in accordance with Section 2.1 in an amount equal to the product inverse order of (x) the amount of any such excess, times (y) the Loan Multiplier, provided that Borrower shall not be required to pay any Prepayment Fee or other similar amount in connection therewith (by way of example only: if the Disposition Assets are encumbered by $100,000,000 and are purchased for $100,000,000 subject to existing Debt, or are purchased for $200,000,000 and existing Debt is repaid, then in either case the Loan shall be reduced or repaid, as applicable, in the amount of $16,000,000 (net of customary third party transaction costs paid to unaffiliated third parties) times the Loan Multipliermaturity; and (iv2) simultaneously with any voluntary no prepayment fee shall be payable in respect of all or any portion of the Mortgage Loan Principal Indebtedness and/or the Junior Mezzanine Loan Principal Indebtedness, Borrower shall make a prepayment hereunder in the amount necessary so that the Principal Indebtedness, the Mortgage Loan Principal Indebtedness and the Junior Mezzanine Loan Principal Indebtedness immediately after such prepayments are in the same proportion as they were immediately prior to such prepaymentsprepayment.