Optional Prepayment; Mandatory Prepayment. (a) The Borrower may, at its option, permanently prepay, at any time during the term of this Agreement all or any portion of the Term Loan, subject to the following conditions: (i) not less than ten (10) days prior to the date upon which the Borrower desires to make such prepayment, Borrower shall deliver to the Agent a written notice of its intention to prepay all or such portion of the Term Loan, which notice shall be irrevocable and state the amount of the prepayment and the prepayment date, (ii) the Borrower shall jointly and severally pay to the Agent for the benefit of the Lenders applicable Term SOFR Rate breakage fees, if any, and (iii) Borrower shall jointly and severally pay any amounts due under Section 3 in connection with such prepayment or due under any Hedging Agreement, including, but not limited to, any penalties resulting from the early termination of any Hedging Agreement, (iv) Borrower shall pay to Agent the Exit Fee, if applicable, and (v) provided that (1) no Default or Event of Default shall occur and be continuing, (2) immediately after giving effect to such prepayment, the remaining balance of the Term Loan shall not exceed sixty-five percent (65%) of the appraised “leased fee” value of the remaining Facility or Facilities as determined by an appraisal satisfactory to the Agent (which shall be set forth on a new appraisal if such prepayment occurs after the three year anniversary of the Closing Date), and (3) the amount of the Term Loan which is being prepaid is at least the greater of (x) one hundred percent (100%) of the amount of the Term Loan which was original allocated to the Facility or Facilities as set forth on Schedule 2.7(a) being released and (y) 100% of the HUD Refinancing allocated to the Facility or Facilities being refinanced, the Agent shall release its Lien on the Real Estate and Collateral comprising such Facility or Facilities, and shall also release the Borrowers that are the owners and operators of such Facility or Facilities from all Liabilities under this Agreement and the other Financing Agreements to which such Borrower is a party. When the Term Loan is permanently repaid in whole for any reason and at any time (whether by voluntary prepayment by Borrower, by reason of the occurrence of an Event of Default, upon the maturity of the Term Loan or otherwise) with funds provided by any Person, the Borrower shall jointly and severally pay to the Agent as compensation for the cost of the Agent making funds avail...
Optional Prepayment; Mandatory Prepayment. (a) The Borrower shall have the right, upon three Business Days’ irrevocable notice to the Lender, to prepay on any Business Day, without premium or penalty, all or any portion of the Loans then outstanding. Prepayments must be accompanied by a payment of all accrued and unpaid interest on the amount so prepaid through the date of prepayment.
Optional Prepayment; Mandatory Prepayment. This Note may be prepaid at any time at the option of the Company without penalty. In the event the Company receives at least $5 million in net proceeds from the sale of its equity or debt securities to one or more third parties (the "Qualified Financing") prior to the Initial Maturity Date, or the Extended Maturity Date, if applicable, then within ten (10) days from the closing of the Qualified Financing the Company shall pay this Note in full (the "Mandatory Prepayment Date") and redeem the Series B Preferred Stock held by Holder.
Optional Prepayment; Mandatory Prepayment. (a) Borrower may, subject to Section 12.01, prepay the Loan in whole or in part, together with accrued and unpaid interest on the amount prepaid at any time after the three year anniversary of Closing Date; provided that the outstanding principal balance of the Loan after giving effect to a voluntary partial prepayment shall be not less than [*****]; and provided, further, that each prepayment shall be in an amount that is an integral multiple of [*****] and not less than [*****] or, if less, the outstanding principal amount of the Loan. If Borrower wishes to make such a prepayment, it shall give the Lender Notice to that effect not later than the 30th day before the date of the prepayment, specifying the date on which the prepayment is to be made and the amount to be prepaid. Such Notice shall constitute Borrower’s irrevocable commitment to prepay that amount on that date, together with interest accrued on the amount prepaid to but excluding the prepayment date. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission.
Optional Prepayment; Mandatory Prepayment. This Note may be prepaid in whole or in part without penalty or premium. Notwithstanding anything to the contrary herein, all amounts due under this Note shall accelerate and must be paid immediately upon, and as a condition to, the sale or transfer of the Pledged Interests (as defined in the Pledge Agreement), other than any sale or transfer of any Pledged Interests (as defined in the Pledge Agreement) to any Affiliate of the Borrower, provided that such Affiliate shall agree to be bound by that certain Pledge Agreement by and between the Borrower and the Lender of even date herewith (the “Pledge Agreement”). For purposes of this Note, “Affiliate” shall mean any person or entity now or hereafter in control, controlled by or in common control with the Borrower.
Optional Prepayment; Mandatory Prepayment. (a) Borrowers may, together with amounts owed under Section 12.01, prepay the Loan in whole (but not in part) at any time by paying the Lender an amount equal to the Prepayment Amount. If Borrowers wish to make such a prepayment, they shall give the Lender irrevocable notice in the form set forth in Exhibit H (a “Notice of Prepayment”) to that effect not later than the 30th day before the date of the prepayment (the “Prepayment Date”), specifying the Prepayment Date (which shall be a Business Day) and showing the calculation of the amount to be prepaid. Such Notice of Prepayment shall constitute Borrowers’ irrevocable commitment to prepay the Prepayment Amount on that date.
Optional Prepayment; Mandatory Prepayment. This Note may be prepaid at any time at the option of the Company.
Optional Prepayment; Mandatory Prepayment. (a) At their option, the Borrowers may prepay at any time all or any part of the principal amount of, and accrued and unpaid interest on, this Non-Recourse Secured Promissory Note, without premium or penalty, either (i) in cash, or (ii) by delivering all or part of the Pledged Shares (as hereinafter defined), in accordance with Section 5 below. (b) At its option, the Company may require, on three (3) days prior written notice to the Borrowers that the Borrowers prepay at any time all or any part of the principal amount of, and accrued and unpaid interest on, this Non-Recourse Secured Promissory Note, without premium or penalty either (at the Borrowers option) (i) in cash, or (ii) by delivering all or part of the Pledged Shares (as hereinafter defined), in accordance with Section 5 below.
Optional Prepayment; Mandatory Prepayment. The Borrower may, in its sole discretion, prepay this Debenture, in full or in part, at any time upon three (3) days' advance written notice to Lender. Concurrent with the consummation of a Qualified Financing, the Borrower shall be required to prepay this Debenture in full.
