Common use of Manner of Prepayment Clause in Contracts

Manner of Prepayment. The Borrowers may prepay the Loan in whole or in part on any date upon payment of the applicable Yield Maintenance, and no Yield Maintenance is payable in connection with any prepayment of a Component of the Loan that occurs (i) (A) in the case of the 2010-2C Component, less than nine months prior to the Anticipated Repayment Date for such Component, (B) in the case of the 2013-2C Component and the 2014-2C Component, less than eighteen months prior to the Anticipated Repayment Date for such Component, (C) in the case of each other Existing Component and the 2014-1C Component, less than twelve months prior to the Anticipated Repayment Date for such Component or (D) in the case of any Additional Component, the number of months prior to the Anticipated Repayment Date for such Component set forth in the Loan Agreement Supplement relating to such Additional Component, (ii) with Loss Proceeds received as a result of any condemnation or casualty of a Site, (iii) during an Amortization Period or (iv) on or after the Second Amendment Effective Date, to cure a breach of a representation and warranty or other default herein. Together with such prepayment the Borrowers also shall pay (i) all accrued and unpaid interest on the principal amount of the Loan being prepaid through the date of such prepayment and (ii) all other Obligations, in each case, then due and owing. If any prepayment (whether in whole or in part) occurs, then together therewith the Borrowers also are required to pay to Lender the amount of interest that would have accrued on the principal amount being prepaid from and including the date of such prepayment to the end of the Interest Accrual Period during which such prepayment occurs. Except during the continuation of an Event of Default or an Amortization Period that commenced as the result of the occurrence of an event described in clause (i) of the definition thereof, prepayments will be applied, at the option of the Borrowers, either (x) to the payment of the principal of the Components of the Loan sequentially in order of the alphabetical designation of each such Component, and pro rata among any such Components of the same alphabetical designation, based on the Component Principal Balance of each such Component, in each case, in the amount up to the Component Principal Balance of each such Component, or (y) to the payment in full of the Component Principal Balances of the Components having the same numerical designation or (z) on and after the 2024 Springing Amendments Implementation Date, to the payment in part of the Component Principal Balance of any Component. Prepayments during the continuation of an Event of Default or an Amortization Period that commenced as the result of the occurrence of an event described in clause (i) of the definition thereof will be applied in accordance with clause (x) of the preceding sentence.”

Manner of Prepayment. The Borrowers may not voluntarily prepay the Loan in whole or in part prior to the second anniversary of the Closing Date (and, with respect to prepayments of any Components of the Loan issued on any Additional Closing Date, the second anniversary of such Additional Closing Date) except for (i) prepayments made to cure a breach of a representation, warranty or other default as set forth in Section 11.(B), (ii) prepayments of proceeds received as a result of any casualty or condemnation of a Site as set forth in Section 5.5(C), (iii) prepayments of proceeds from limited dispositions of Sites as set forth in Section 11.4(F) and (iv) prepayments in connection with discretionary dispositions as set forth in Section 11.4(E). After the second anniversary of the Closing Date, the Borrowers may prepay all Components of the Loan issued on the Closing Date (and, after the second anniversary of the Additional Closing Date, the Borrowers may prepare all Components of the Loan issued on such Additional Closing Date) in whole or in part on any date upon payment of the applicable Yield Maintenance, and no Yield Maintenance is payable in connection with any prepayment of a Component of the Loan that occurs (i) (A) in the case of the 2010-2C Component, less than nine months prior to the Anticipated Repayment Date for such Component, (B) in the case of the 2013-2C Component and the 2014-2C Component, less than eighteen months prior to the Anticipated Repayment Date for such Component, (C) in the case of each other Existing Component and the 2014-1C Component, less than twelve months prior to the Anticipated Repayment Date for such Component or (D) in the case of any Additional Component, the number of months prior to the Anticipated Repayment Date for such Component set forth in the Loan Agreement Supplement relating to such Additional Component, (ii) with Loss Proceeds received as a result of any condemnation or casualty of a Site, Site or (iii) during an Amortization Period or (iv) on or after for the Second Amendment Effective Dateavoidance of doubt, to cure a breach the payment of Yield Maintenance is required for all prepayments of a representation Component of the Loan other than those described in the forgoing clauses (i), (ii) and warranty or other default herein(iii) and which prepayments are otherwise permitted under the terms hereunder). Together with such prepayment the Borrowers also shall will pay (i) all accrued and unpaid interest on the principal amount of the Loan being prepaid through the date of such prepayment and (ii) all other Obligations, in each case, then due and owing. If any prepayment (whether in whole or in part) occurs, then together therewith the Borrowers are also are required to pay to Lender the amount of interest that would have accrued on the principal amount being prepaid from and including the date of such prepayment to the end of the Interest Accrual Period during which such prepayment occurs. Except during the continuation of an Event of Default or an Amortization Period that commenced as the result of the occurrence of an event described in clause (i) of the definition thereof, prepayments will be applied, at the option of the Borrowers, either (x) to the payment of the principal of the Components of the Loan sequentially in order of the alphabetical designation of each such Component, and pro rata among any such Components of the same alphabetical designation, (for purposes of the foregoing, Components designated “A-FL” and “A-FX” shall be deemed to have the same alphabetical designation) based on the Component Principal Balance of each such Component, in each case, in the amount up to the Component Principal Balance of each such Component, Component or (y) to the payment in full of the Component Principal Balances of the Components having the same numerical designation or (z) on and after the 2024 Springing Amendments Implementation Date, to the payment in part of the Component Principal Balance of any Componentdesignation. Prepayments during the continuation of an Event of Default or an Amortization Period that commenced as the result of the occurrence of an event described in clause (i) of the definition thereof will be applied in accordance with clause (x) of the preceding sentence.”