Common use of Optional Prepayment; Mandatory Prepayment Clause in Contracts

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 available to the Borrower under this Agreement, an Exit Fee, if applicable. Agent agrees that no Exit Fee will be charged to Borrower in connection with a HUD Refinancing so long as such HUD Refinancing occurs after the eighteen (18) month anniversary of the Closing Date.

Optional Prepayment; Mandatory Prepayment. (a) The Borrower maymay terminate Lender's commitment to make the Tranche B Loan (without penalty or premium) and prepay the Loans in whole but not in part, at its optiontogether with accrued and unpaid Fixed Interest on the amount prepaid to the extent required by clause (c) be- low; provided that (i) Borrower shall not be permitted to prepay the Tranche A Loan without concurrently prepaying the Tranche B Loan and the Borrower shall not be permitted to terminate Lender's commitment to make the Tranche B Loan or prepay the Tranche B Loan without concurrently prepaying the Tranche A Loan, permanently prepay(ii) to the extent required by clause (c) below, at any time during the term of this Agreement all or any portion such termination and prepayment shall be accompanied by a payment of the Term Loanamount(s), if any, required thereunder, and (iii) the Loans may, subject to the following conditions: (i) not less than ten (10) days prior sentence, be prepaid in whole at any time. If Borrower wishes to terminate Lender's commitment to make the date upon which the Borrower desires Tranche B Loan and to make such a prepayment, Borrower it shall deliver give the Lender Notice to that effect not later than the Agent a written notice 5th day before the date of its intention the termination and prepayment, specifying the date on which the termination is to take effect and the date on which the prepayment is to be made. Such Notice shall constitute Borrower's commitment to prepay all or the Loans on that date (although such portion commitment to prepay may be conditioned on the consummation of another transaction), together with Fixed Interest accrued on the amount prepaid to but excluding the prepayment date and accrued and unpaid Variable Interest in respect of the Term Loan, which notice shall be irrevocable and state the amount of the prepayment and Loans through but excluding the prepayment date, (ii) the Borrower shall jointly and severally pay in each case, to the Agent for the benefit of the Lenders applicable Term SOFR Rate breakage fees, if any, and extent required by clause (iiic) 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 available to the Borrower under this Agreement, an Exit Fee, if applicable. Agent agrees that no Exit Fee will be charged to Borrower in connection with a HUD Refinancing so long as such HUD Refinancing occurs after the eighteen (18) month anniversary of the Closing Datebelow.

Optional Prepayment; Mandatory Prepayment. (a) The Borrower may, at its optionsubject to Section 12.01, permanently prepayprepay the Loans in whole or in part, together with accrued and unpaid interest on the amount prepaid at any time during after the term of this Agreement all or any portion of the Term Loan, subject to the following conditions: No-Call Date; provided that (i) the outstanding principal balance of the Loans after giving effect to a voluntary partial prepayment shall be 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) each prepayment shall be in an amount that is an integral multiple of [*****] and not less than [*****] or, if less, the Borrower shall jointly and severally pay to the Agent for the benefit outstanding principal amount of the Lenders applicable Term SOFR Rate breakage fees, if any, Tranche of the Loans and (iii) Borrower shall jointly not be permitted to prepay the Tranche B Loans until all payments of principal and severally pay any other amounts due under Section 3 owing to the Lender in connection with respect of the Tranche A Loans have been paid in full in cash. If Borrower wishes to make 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 a prepayment, it shall give the remaining balance Lender Notice to that effect not later than the 30th day before the date of the Term Loan shall not exceed sixty-five percent (65%) of prepayment, specifying the appraised “leased fee” value of date on which the remaining Facility or Facilities as determined by an appraisal satisfactory prepayment is 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), made and (3) the amount of the Term Loan which is being prepaid is at least the greater of (x) one hundred percent (100%) of 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 of prepaid to but excluding 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 available to the Borrower under this Agreement, an Exit Fee, if applicable. Agent agrees that no Exit Fee will be charged to Borrower in connection with a HUD Refinancing so long as such HUD Refinancing occurs after the eighteen (18) month anniversary of the Closing Datedate.

Optional Prepayment; Mandatory Prepayment. (a) The If the Tranche B Funding occurs, Borrower may, at its option, permanently prepay, may prepay the Loans (x) in whole at any time during or (y) in part from time to time after the term of this Agreement all or No-Call Date, in any portion case at a prepayment price equal to 100% of the Term Loanoutstanding principal amount thereof prepaid, subject to together with all accrued and unpaid interest on the following conditions: principal amount prepaid; provided, however, that (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 outstanding principal balance 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 Loans after giving effect to any such voluntary partial prepayment shall not be less than [*****] and (ii) each voluntary partial 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 Loans; provided, further, that, if any voluntary prepayment (in whole) pursuant to this Section 3.02(a) occurs prior to the No-Call Date, such prepayment shall be accompanied by the Prepayment Premium with respect to the entire outstanding principal amount of the Loans. If Borrower wishes to make any voluntary prepayment (whether in whole or in part) pursuant to this Section 3.02(a), it shall give the Lender Notice to that effect not later than the 30th day before the date of the prepayment, specifying the remaining balance of date on which the Term prepayment is to be made and the principal amount to be prepaid. Such Notice shall constitute Borrower’s irrevocable commitment to prepay the principal amount specified therein on the prepayment date specified therein, together with all accrued and unpaid interest on the principal amount prepaid to, but excluding, the prepayment date. The Tranche A Loan shall not exceed sixty-five percent (65%) of the appraised “leased fee” value of the remaining Facility be prepayable on or Facilities as determined by an appraisal satisfactory prior to the Agent (which shall be set forth on a new appraisal if such prepayment occurs after the three year anniversary of the Closing DateTranche B Funding Date pursuant to this Section 3.02(a), 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 available to the Borrower under this Agreement, an Exit Fee, if applicable. Agent agrees that no Exit Fee will be charged to Borrower in connection with a HUD Refinancing so long as such HUD Refinancing occurs after the eighteen (18) month anniversary of the Closing Date.

Optional Prepayment; Mandatory Prepayment. (a) The Borrower maymay prepay the Loans in whole but not in part, at its optiontogether with accrued and unpaid Fixed Interest on the amount prepaid to the extent required by clause (c) below; provided that (i) to the extent required by clause (c) below, permanently prepay, at any time during the term of this Agreement all or any portion such termination and prepayment shall be accompanied by a payment of the Term Loanamount(s), if any, required thereunder, and (ii) the Loans may, subject to the following conditions: (i) not less than ten (10) days prior to the date upon which the sentence, be prepaid in whole at any time. If Borrower desires wishes to make such a prepayment, Borrower it shall deliver give the Lender Notice to that effect not later than the Agent a written notice 5th day before the date of its intention the prepayment, specifying the date on which the prepayment is to be made. Such Notice shall constitute Borrower’s commitment to prepay all or the Loans on that date (although such portion commitment to prepay may be conditioned on the consummation of another transaction), together with Fixed Interest accrued on the amount prepaid to but excluding the prepayment date and accrued and unpaid Variable Interest in respect of the Term Loan, which notice shall be irrevocable and state the amount of the prepayment and Loans through but excluding the prepayment date, (ii) the Borrower shall jointly and severally pay in each case, to the Agent for extent required by clause (c) below. [*****] Certain information in this document has been omitted and filed separately with the benefit of the Lenders applicable Term SOFR Rate breakage fees, if any, Securities and (iii) Borrower shall jointly and severally pay any amounts due under Section 3 in connection Exchange Commission. Confidential treatment has been requested 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 respect 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 available to the Borrower under this Agreement, an Exit Fee, if applicable. Agent agrees that no Exit Fee will be charged to Borrower in connection with a HUD Refinancing so long as such HUD Refinancing occurs after the eighteen (18) month anniversary of the Closing Dateomitted portions.