Common use of Optional Prepayment; Mandatory Prepayment Clause in Contracts

Optional Prepayment; Mandatory Prepayment. (a) Borrower may terminate Lender's commitment to make the Tranche B Loan (without penalty or premium) and prepay the Loans in whole but not in part, together 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, (ii) to the extent required by clause (c) below, such termination and prepayment shall be accompanied by a payment of the amount(s), if any, required thereunder, and (iii) the Loans may, subject to the following sentence, be prepaid in whole at any time. If Borrower wishes to terminate Lender's commitment to make the Tranche B Loan and to make such a prepayment, it shall give the Lender Notice to that effect not later than the 5th day before the date of 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 the Loans on that date (although such 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 Loans through but excluding the prepayment date, in each case, to the extent required by clause (c) below. (b) If any Prepayment Trigger or the Special Prepayment Trigger occurs, then the outstanding principal amount of the Loans plus any accrued and unpaid interest thereon shall be immediately due and payable hereunder, to the extent permitted by law, and the provisions of this Section 3.02 shall apply. (c) Each prepayment of the Loans due to the occurrence of a Prepayment Trigger, and each voluntary prepayment of the Loans in whole pursuant to Section 3.02(a), shall be subject to the following (in addition to the other provisions contained in this Agreement): (i) With respect to the Tranche A Loan, such prepayment shall be in the amount indicated in the second column of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior to the first anniversary of the Closing Date $33,750,000 less any Payments previously made to the Lender in respect of the Tranche A Loan After the first anniversary, and on or before the second anniversary, of the Closing Date $36,250,000 less any Payments previously made to the Lender in respect of the Tranche A Loan After the second anniversary, and on or before the third anniver- $38,750,000 less any Payments previously made to the Lender in sary, of the Closing Date respect of the Tranche A Loan After the third anniversary, and on or before the fourth anniversary, of the Closing Date 110% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, of the Closing Date 105% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Closing Date 100% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of pre- After the fifth anniversary of the Closing Date payment of principal, premium and Fixed Interest occurs With respect to the Tranche B Loan, such prepayment shall be in the amount indicated in the second column of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior to the first anniversary of the Tranche B Funding Date $33,750,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the first anniversary, and on or before the second anniversary, of the Tranche B Funding Date $36,250,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the second anniversary, and on or before the third anniversary, of the Tranche B Funding Date $38,750,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the third anniversary, and on or before the fourth anniversary, of the Tranche B Funding Date 110% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, 105% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid of the Tranche B Funding Date Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Tranche B Funding Date 100% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs (d) Prepayment of the Tranche A Loan due to the occurrence of the Special Prepayment Trigger shall be in an amount equal to 120% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment payable forty-five (45) days after the end of the fiscal quarter of the date of prepayment. (e) In addition to the amounts in clauses (c) and (d) above, in connection with the prepayment in full of a Loan, any unpaid amounts in respect of such prepaid Loan not consisting of principal, Fixed Interest or Variable Interest (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payable.

Optional Prepayment; Mandatory Prepayment. (a) The Borrower may terminate Lender's commitment to make may, at its option, permanently prepay, at any time during the Tranche B Loan (without penalty term of this Agreement all or premium) and prepay any portion of the Loans in whole but not in partTerm Loan, together with accrued and unpaid Fixed Interest on the amount prepaid subject to the extent required by clause (c) be- low; provided that following conditions: (i) not less than ten (10) days prior to the date upon which the Borrower desires to make such prepayment, Borrower shall not be permitted deliver to the Agent a written notice of its intention to prepay all or such portion of the Tranche A Loan without concurrently prepaying Term Loan, which notice shall be irrevocable and state the Tranche B Loan amount of the prepayment 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 Loanprepayment date, (ii) the Borrower shall jointly and severally pay to the extent required by clause (c) below, such termination and prepayment shall be accompanied by a payment Agent for the benefit of the amount(s)Lenders applicable Term SOFR Rate breakage fees, if any, required thereunder, 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 Loans mayearly termination of any Hedging Agreement, subject (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 following sentenceAgent (which shall be set forth on a new appraisal if such prepayment occurs after the three year anniversary of the Closing Date), be 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. If Borrower wishes to terminate Lender's commitment to make the Tranche B Loan and to make such a prepaymenttime (whether by voluntary prepayment by Borrower, it shall give the Lender Notice to that effect not later than the 5th day before the date by reason of the termination and prepaymentoccurrence of an Event of Default, specifying upon 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 the Loans on that date (although such 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 maturity of the Loans through but excluding Term Loan or otherwise) with funds provided by any Person, the prepayment date, in each case, Borrower shall jointly and severally pay to the extent required by clause 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 (c18) belowmonth anniversary of the Closing Date. (b) If at any Prepayment Trigger or time following the Special Prepayment Trigger occursClosing Date (and provided the Borrower fails to comply with the financial covenants set forth in Section 9.17 hereof), the Agent elects to appraise the Real Estate and/or the Facility (the costs of which shall be borne by the Borrower) and the result of such appraisal is such that the outstanding Term Loan exceeds sixty-five percent (65.00%) of the loan to value on an appraised “leased fee” value basis as determined by Agent, then within thirty (30) days after completion of such appraisal, the outstanding principal amount Borrower shall prepay that portion of the Loans plus any accrued and unpaid interest thereon shall Term Loan necessary to cause such loan to value requirements to be immediately due and payable hereunder, to the extent permitted by law, and the provisions of this Section 3.02 shall applysatisfied. (c) Each prepayment Optional and mandatory prepayments of the Loans due to Term Loan shall be applied against installments payable under the occurrence Term Loan Note in the inverse order of a Prepayment Trigger, and each voluntary prepayment maturity. Amounts prepaid on account of the Loans in whole pursuant to Section 3.02(a), shall Term Loan may not be subject to the following (in addition to the other provisions contained in this Agreement): (i) With respect to the Tranche A Loan, such prepayment shall be in the amount indicated in the second column of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior to the first anniversary of the Closing Date $33,750,000 less any Payments previously made to the Lender in respect of the Tranche A Loan After the first anniversary, and on or before the second anniversary, of the Closing Date $36,250,000 less any Payments previously made to the Lender in respect of the Tranche A Loan After the second anniversary, and on or before the third anniver- $38,750,000 less any Payments previously made to the Lender in sary, of the Closing Date respect of the Tranche A Loan After the third anniversary, and on or before the fourth anniversary, of the Closing Date 110% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, of the Closing Date 105% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Closing Date 100% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of pre- After the fifth anniversary of the Closing Date payment of principal, premium and Fixed Interest occurs With respect to the Tranche B Loan, such prepayment shall be in the amount indicated in the second column of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior to the first anniversary of the Tranche B Funding Date $33,750,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the first anniversary, and on or before the second anniversary, of the Tranche B Funding Date $36,250,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the second anniversary, and on or before the third anniversary, of the Tranche B Funding Date $38,750,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the third anniversary, and on or before the fourth anniversary, of the Tranche B Funding Date 110% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, 105% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid of the Tranche B Funding Date Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Tranche B Funding Date 100% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occursreborrowed. (d) Prepayment If at any time during the term of this Agreement a Facility is subject to any litigation or other dispute (including any threat of investigation) or any Operator or Facility loses its operating license or any material Permit required for the operation of the Tranche A Loan due Facility, in each case as determined by the Agent, then Agent may require Borrower to remove such Facility from this Agreement and replace it with a new Facility acceptable to the occurrence Agent within sixty (60) days of Agent providing Borrower with written notice thereof (which may be provided via e-mail) (“Notice of Removal”); provided, that promptly (but no later than three (3) Business Days) upon Notice of Removal, Borrower shall deposit cash in a blocked account that is pledged in favor of the Special Prepayment Trigger shall be Agent in an amount equal to 120% the portion of the Term Loan attributable to such Facility as determined by Agent and in the event such Facility is not replaced within sixty (60) days of the Notice of Removal, Agent shall apply such cash in the pledged blocked account to pay down such portion of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment payable forty-five (45) days after the end of the fiscal quarter of the date of prepayment. (e) In addition to the amounts in clauses (c) and (d) above, Term Loan. Agent agrees that no Exit Fee shall be charged in connection with such prepayment. For the prepayment avoidance of doubt, with respect to any new Facility, Borrower shall deliver to Agent such amendments, joinders, certificates, lien searches, appraisals and such other due diligence requirements Agent deems reasonably necessary at the sole cost and expense of Borrower. This provision shall in full no way restrict or limit the Agent’s rights under this Agreement with respect to the occurrence of a Loan, any unpaid amounts in respect Default or Event of such prepaid Loan not consisting of principal, Fixed Interest or Variable Interest (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payableDefault.

Optional Prepayment; Mandatory Prepayment. (a) Borrower may terminate Lender's commitment may, subject to make the Tranche B Loan (without penalty or premium) and Section 12.01, prepay the Loans in whole but not or in part, together with accrued and unpaid Fixed Interest interest on the amount prepaid to at any time after the extent required by clause (c) be- lowNo-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 [*****], (ii) 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 applicable Tranche of the Loans and (iii) Borrower shall not be permitted to prepay the Tranche A Loan without concurrently prepaying B Loans until all payments of principal and any other amounts owing to 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 Lender in respect of the Tranche A Loan, (ii) to the extent required by clause (c) below, such termination and prepayment shall be accompanied by a payment of the amount(s), if any, required thereunder, and (iii) the Loans may, subject to the following sentence, be prepaid have been paid in whole at any timefull in cash. If Borrower wishes to terminate Lender's commitment to make the Tranche B Loan and to make such a prepayment, it shall give the Lender Notice to that effect not later than the 5th 30th day before the date of 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 mademade and the amount to be prepaid. Such Notice shall constitute Borrower's ’s irrevocable commitment to prepay the Loans that amount on that date (although such commitment to prepay may be conditioned on the consummation of another transaction)date, together with Fixed Interest interest accrued on the amount prepaid to but excluding the prepayment date and accrued and unpaid Variable Interest in respect of the Loans through but excluding the prepayment date, in each case, to the extent required by clause (c) below. (b) If a Change of Control or any Prepayment Trigger transaction permitted by Section 10.02(a) hereof occurs then, at the option of the Lender, any or the Special Prepayment Trigger occurs, then the outstanding principal amount all of the Loans plus any as requested by the Lender to be prepaid (including all accrued and unpaid interest thereon interest) shall be immediately due and payable hereunder, to the extent permitted by law, and the provisions of this Section 3.02 shall apply. (c) Each prepayment be deemed part of the Loans amounts due and payable hereunder subject to acceleration (either declared or immediate as provided in Section 11.02); provided that if the Change of Control or any transaction permitted by Section 10.02(a) hereof occurs prior to the occurrence of a Prepayment TriggerNo-Call Date, and each voluntary prepayment of the Loans in whole pursuant to Section 3.02(a), shall be subject to the following (in addition to the other provisions contained in this Agreement): (i) With respect to the Tranche A Loan, then such prepayment shall be in accompanied by the amount indicated in the second column Prepayment Premium with respect to that portion of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior to the first anniversary of the Closing Date $33,750,000 less any Payments previously made to Loans requested by the Lender to be so prepaid. The Prepayment Premium in respect of the Tranche A Loans shall be paid prior to any Prepayment Premium with respect to the Tranche B Loans. (c) With respect to Permitted Collateralizations, Borrower shall apply (or cause to be applied): (A) [*****] of all proceeds of Permitted Collateralizations (the “Sweep Proceeds”) to amortize (i) principal (including all accrued and unpaid interest in respect thereof) on the Tranche A Loans equal to the Sweep Proceeds multiplied by the Tranche A Loan After Percentage and (ii) principal (including all accrued and unpaid interest in respect thereof) on the first anniversaryTranche B Loans equal to the Sweep Proceeds multiplied by the Tranche B Loan Percentage, and on or before the second anniversaryin each case, of the Closing Date $36,250,000 less any Payments previously made by making a cash payment to the Lender which cash payment shall also include the Prepayment Premium in respect of such amortized amount if such Permitted Collateralization is consummated prior to the No-Call Date (which Prepayment Premium shall not affect the principal or interest on the Loan) and (B) [*****] of the cash proceeds shall be paid to the Lenders (without affecting the principal or interest payable on any Loan). The Prepayment Premium in respect of the Tranche A Loan After the second anniversary, and on or before the third anniver- $38,750,000 less Loans shall be paid prior to any Payments previously made to the Lender in sary, of the Closing Date respect of the Tranche A Loan After the third anniversary, and on or before the fourth anniversary, of the Closing Date 110% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, of the Closing Date 105% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Closing Date 100% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of pre- After the fifth anniversary of the Closing Date payment of principal, premium and Fixed Interest occurs With Prepayment Premium with respect to the Tranche B Loan, such prepayment shall be in the amount indicated in the second column of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior to the first anniversary of the Tranche B Funding Date $33,750,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the first anniversary, and on or before the second anniversary, of the Tranche B Funding Date $36,250,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the second anniversary, and on or before the third anniversary, of the Tranche B Funding Date $38,750,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the third anniversary, and on or before the fourth anniversary, of the Tranche B Funding Date 110% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, 105% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid of the Tranche B Funding Date Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Tranche B Funding Date 100% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs (d) Prepayment of the Tranche A Loan due to the occurrence of the Special Prepayment Trigger shall be in an amount equal to 120% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment payable forty-five (45) days after the end of the fiscal quarter of the date of prepaymentLoans. (e) In addition to the amounts in clauses (c) and (d) above, in connection with the prepayment in full of a Loan, any unpaid amounts in respect of such prepaid Loan not consisting of principal, Fixed Interest or Variable Interest (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payable.

Optional Prepayment; Mandatory Prepayment. (a) Borrower may terminate Lender's commitment may, subject to make the Tranche B Loan (without penalty or premium) and Section 12.01, prepay the Loans Loan in whole but not or in part, together with accrued and unpaid Fixed Interest interest on the amount prepaid to at any time after the extent required by clause (c) be- lowthree year anniversary of Closing Date; provided that (i) Borrower shall not be permitted the outstanding principal balance of the Loan after giving effect 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, (ii) to the extent required by clause (c) below, such termination and a voluntary partial prepayment shall be accompanied by a payment 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 amount(s), if any, required thereunder, and (iii) the Loans may, subject to the following sentence, be prepaid in whole at any timeLoan. If Borrower wishes to terminate Lender's commitment to make the Tranche B Loan and to make such a prepayment, it shall give the Lender Notice to that effect not later than the 5th 30th day before the date of 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 mademade and the amount to be prepaid. Such Notice shall constitute Borrower's ’s irrevocable commitment to prepay the Loans that amount on that date (although such commitment to prepay may be conditioned on the consummation of another transaction)date, together with Fixed Interest interest accrued on the amount prepaid to but excluding the prepayment date and accrued and unpaid Variable Interest in respect of the Loans through but excluding the prepayment date, in each case, to the extent required by clause (c) below. (b) If a Change of Control or any Prepayment Trigger or transaction permitted by Section 10.02(a) hereof occurs then, at the Special Prepayment Trigger occurs, then the outstanding principal amount option of the Loans plus Lender, any or all of the Loan as requested by the Lender to be prepaid (including all accrued and unpaid interest thereon interest) shall be immediately due and payable hereunder, to the extent permitted by law, and shall be deemed part of the provisions amounts due and payable hereunder subject to acceleration (either declared or immediate as provided in Section 11.02); provided that if the Change of this Control or any transaction permitted by Section 3.02 10.02(a) hereof occurs prior to [*****], then such prepayment shall applybe accompanied by the Prepayment Premium with respect to that portion of the Loan requested by the Lender to be so prepaid. (c) Each prepayment of the Loans due to the occurrence of a Prepayment Trigger, and each voluntary prepayment of the Loans in whole pursuant to Section 3.02(a), shall be subject to the following (in addition to the other provisions contained in this Agreement): (i) With respect to Permitted Collateralizations, Borrower shall apply (or cause to be applied): (A) [*****] of all proceeds of Permitted Collateralizations to amortize principal on the Tranche A Loan, such prepayment shall be in the amount indicated in the second column of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior Loan by making a cash payment to the first anniversary Lender which cash payment shall also include an additional Prepayment Premium in respect of such amortized amount if such Permitted Collateralization is consummated within three years of the Closing Date $33,750,000 less any Payments previously made to (which Prepayment Premium shall not affect the Lender in respect of principal or interest on the Tranche A Loan After the first anniversary, and on or before the second anniversary, of the Closing Date $36,250,000 less any Payments previously made to the Lender in respect of the Tranche A Loan After the second anniversary, and on or before the third anniver- $38,750,000 less any Payments previously made to the Lender in sary, of the Closing Date respect of the Tranche A Loan After the third anniversary, and on or before the fourth anniversary, of the Closing Date 110% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, of the Closing Date 105% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Closing Date 100% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of pre- After the fifth anniversary of the Closing Date payment of principal, premium and Fixed Interest occurs With respect to the Tranche B Loan, such prepayment shall be in the amount indicated in the second column of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior to the first anniversary of the Tranche B Funding Date $33,750,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the first anniversary, and on or before the second anniversary, of the Tranche B Funding Date $36,250,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the second anniversary, and on or before the third anniversary, of the Tranche B Funding Date $38,750,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the third anniversary, and on or before the fourth anniversary, of the Tranche B Funding Date 110% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, 105% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid of the Tranche B Funding Date Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Tranche B Funding Date 100% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs (d) Prepayment of the Tranche A Loan due to the occurrence of the Special Prepayment Trigger shall be in an amount equal to 120% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment payable forty-five (45) days after the end of the fiscal quarter of the date of prepayment. (e) In addition to the amounts in clauses (c) and (dB) above, in connection with [*****] of the prepayment in full of a Loan, any unpaid amounts in respect of such prepaid Loan not consisting of principal, Fixed Interest or Variable Interest cash proceeds shall be paid to the Lenders (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of without affecting the principal or interest) shall be immediately due and payableinterest payable on the Loan).

Optional Prepayment; Mandatory Prepayment. (a) Borrower may terminate Lender's commitment to make the Tranche B Loan (without penalty or premium) and prepay the Loans in whole but not in part, together with accrued and unpaid Fixed Interest on the amount prepaid to the extent required by clause (c) be- lowbelow; 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, (ii) to the extent required by clause (c) below, such termination and prepayment shall be accompanied by a payment of the amount(s), if any, required thereunder, and (iiiii) the Loans may, subject to the following sentence, be prepaid in whole at any time. If Borrower wishes to terminate Lender's commitment to make the Tranche B Loan and to make such a prepayment, it shall give the Lender Notice to that effect not later than the 5th day before the date of 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 ’s commitment to prepay the Loans on that date (although such 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 Loans through but excluding the prepayment date, in each case, to the extent required by clause (c) below. [*****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) If any Prepayment Trigger or the Special Prepayment Trigger occurs, then the outstanding principal amount of the Loans plus any accrued and unpaid interest thereon shall be immediately due and payable hereunder, to the extent permitted by law, and the provisions of this Section 3.02 shall apply. (c) Each prepayment of the Loans due to the occurrence of a Prepayment Trigger, and each voluntary prepayment of the Loans in whole pursuant to Section 3.02(a), shall be subject to the following (in addition to the other provisions contained in this Agreement): (i) With respect to the Tranche A Loan, ): such prepayment shall be in the amount indicated in the second column of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior to the first second anniversary of the Closing Amendment Effective Date $33,750,000 102,000,000 less any Payments received previously made to by the Lender in respect of the Tranche A Loan, Tranche B Loan After the first anniversary, and on or before the second anniversary, of the Closing Date $36,250,000 less any Payments previously made to the Lender in respect of the Tranche A C Loan After the second anniversary, and on or before the third anniver- anniversary, of the Amendment Effective Date $38,750,000 108,000,000 less any Payments received previously made to by the Lender in sary, of the Closing Date respect of the Tranche A Loan, Tranche B Loan and Tranche C Loan After the third anniversary, and on or before the fourth anniversary, of the Closing Date 110% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, of the Closing Date 105% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Closing Date 100% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of pre- After the fifth anniversary of the Closing Date payment of principal, premium and Fixed Interest occurs With respect to the Tranche B Loan, such prepayment shall be in the amount indicated in the second column of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior to the first anniversary of the Tranche B Funding Amendment Effective Date $33,750,000 114,000,000 less any Payments received previously made to by the Lender in respect of the Tranche A Loan, Tranche B Loan and Tranche C Loan After the first anniversary, and on or before the second anniversary, fourth anniversary of the Tranche B Funding Amendment Effective Date $36,250,000 120,000,000 less any Payments received previously made to by the Lender in respect of the Tranche B Loan After the second anniversaryA Loan, and on or before the third anniversary, of the Tranche B Funding Date $38,750,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the third anniversary, and on or before the fourth anniversary, of the Tranche B Funding Date 110% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, 105% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid of the Tranche B Funding Date Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Tranche B Funding Date 100% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occursC Loan (d) Prepayment of the Tranche A Loan due to the occurrence of the Special Prepayment Trigger shall be in an amount equal to 120% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment payable forty-five (45) days after the end of the fiscal quarter of the date of prepayment. (e) In addition to the amounts in clauses clause (c) and (d) above, in connection with the prepayment in full of a Loan, any unpaid amounts in respect of such prepaid Loan not consisting of principal, Fixed Interest or Variable Interest (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payable. [*****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Optional Prepayment; Mandatory Prepayment. (a) Borrower may terminate Lender's commitment to make If the Tranche B Loan (without penalty or premium) and Funding occurs, Borrower may prepay the Loans (x) in whole but not at any time or (y) in partpart from time to time after the No-Call Date, in any case at a prepayment price equal to 100% of the outstanding principal amount thereof prepaid, together with all accrued and unpaid Fixed Interest interest on the principal amount prepaid to the extent required by clause (c) be- lowprepaid; provided provided, however, that (i) Borrower the outstanding principal balance of the Loans after giving effect to any such voluntary partial prepayment shall not be permitted to prepay the Tranche A Loan without concurrently prepaying the Tranche B Loan less than [*****] 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, (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 extent required by clause (c) belowNo-Call Date, such termination and prepayment shall be accompanied by a payment the Prepayment Premium with respect to the entire outstanding principal amount of the amount(s), if any, required thereunder, and (iii) the Loans may, subject to the following sentence, be prepaid in whole at any timeLoans. If Borrower wishes to terminate Lender's commitment make any voluntary prepayment (whether in whole or in part) pursuant to make the Tranche B Loan and to make such a prepaymentthis Section 3.02(a), it shall give the Lender Notice to that effect not later than the 5th 30th day before the date of 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 mademade and the principal amount to be prepaid. Such Notice shall constitute Borrower's ’s irrevocable commitment to prepay the Loans on that date (although such commitment to prepay may be conditioned principal amount specified therein on the consummation of another transaction)prepayment date specified therein, together with Fixed Interest accrued on the amount prepaid to but excluding the prepayment date and all accrued and unpaid Variable Interest in respect of interest on the Loans through principal amount prepaid to, but excluding excluding, the prepayment date, in each case, . The Tranche A Loan shall not be prepayable on or prior to the extent required by clause (c) belowTranche B Funding Date pursuant to this Section 3.02(a). (b) If Notwithstanding anything to the contrary set forth in Section 3.02(a), if the Tranche B Funding Date does not occur on or prior to the Tranche B Closing Date because Borrower is unable to satisfy the conditions precedent set forth in Section 7.02(i) and, as a result, the Lender elects not to make the Tranche B Loan, Borrower may prepay the Tranche A Loan, in whole but not in part, at any Prepayment Trigger or time after the Special Prepayment Trigger occurs, then Tranche B Closing Date and prior to the Tranche A Maturity Date at a prepayment price equal to 100% of the outstanding principal amount of the Loans plus any thereof, together with all accrued and unpaid interest thereon thereon. For the avoidance of doubt, no Prepayment Premium shall be due with respect to any prepayment of the Tranche A Loan pursuant to this Section 3.02(b). (c) If (i) a Change of Control or (ii) an Event of Default occurs, then, at the option of and upon Notice from the Lender, all or any portion of the Loans, as specified by the Lender (including all accrued and unpaid interest thereon), shall be immediately due and payable hereunder, to the extent permitted by lawLaw, and the provisions of this Section 3.02 shall apply. (c) Each prepayment be deemed part of the Loans amounts due and payable hereunder subject to acceleration (either declared or immediate as provided in Section 11.02); provided that, if such Change of Control or Event of Default occurs prior to the occurrence of a Prepayment TriggerNo-Call Date, and each voluntary prepayment of the Loans in whole pursuant to Section 3.02(a), shall be subject to the following (in addition to the other provisions contained in this Agreement): (i) With respect to the Tranche A Loan, then such prepayment shall be in accompanied by the amount indicated in the second column Prepayment Premium with respect to that portion of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior to the first anniversary of the Closing Date $33,750,000 less any Payments previously made to Loans specified by the Lender in respect of the Tranche A Loan After the first anniversary, and on or before the second anniversary, of the Closing Date $36,250,000 less any Payments previously made to the Lender in respect of the Tranche A Loan After the second anniversary, and on or before the third anniver- $38,750,000 less any Payments previously made to the Lender in sary, of the Closing Date respect of the Tranche A Loan After the third anniversary, and on or before the fourth anniversary, of the Closing Date 110% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, of the Closing Date 105% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Closing Date 100% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of pre- After the fifth anniversary of the Closing Date payment of principal, premium and Fixed Interest occurs With respect to the Tranche B Loan, such prepayment shall be in the amount indicated in the second column of the table below (determined as of the date of the Prepayment Trigger or voluntary prepayment): On or prior to the first anniversary of the Tranche B Funding Date $33,750,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the first anniversary, and on or before the second anniversary, of the Tranche B Funding Date $36,250,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the second anniversary, and on or before the third anniversary, of the Tranche B Funding Date $38,750,000 less any Payments previously made to the Lender in respect of the Tranche B Loan After the third anniversary, and on or before the fourth anniversary, of the Tranche B Funding Date 110% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fourth anniversary, and on or before the fifth anniversary, 105% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid of the Tranche B Funding Date Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs After the fifth anniversary of the Tranche B Funding Date 100% of the outstanding principal balance of the Tranche B Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche B Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche B Loan prorated through but excluding the date of prepayment, payable forty-five (45) days after the end of the fiscal quarter in which the date of prepayment of principal, premium and Fixed Interest occurs (d) Prepayment of the Tranche A Loan due to the occurrence of the Special Prepayment Trigger shall be in an amount equal to 120% of the outstanding principal balance of the Tranche A Loan plus (x) all accrued and unpaid Fixed Interest in respect of the Tranche A Loan through but excluding the date of prepayment and (y) all accrued and unpaid Variable Interest in respect of the Tranche A Loan prorated through but excluding the date of prepayment payable forty-five (45) days after the end of the fiscal quarter of the date of prepaymentso prepaid. (e) In addition to the amounts in clauses (c) and (d) above, in connection with the prepayment in full of a Loan, any unpaid amounts in respect of such prepaid Loan not consisting of principal, Fixed Interest or Variable Interest (i.e., any unpaid amounts for indemnification, tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) shall be immediately due and payable.