Common use of Permitted Prepayment Clause in Contracts

Permitted Prepayment. At its option, Borrower may prepay all or a portion of the outstanding Term Loan Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Term Loan Advance amount being prepaid: with respect to each Term Loan Advance, if such Term Loan Advance amounts are prepaid (i) prior to the date that is the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary of the Effective Date but prior to the date that is the twenty four (24) month anniversary of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) any amount of net cash proceeds that have been applied to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger Condition. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day).”

Permitted Prepayment. At its optionExcept as provided below, Borrower may shall have no right to prepay the Credit Extensions made in respect of a Credit Facility. For the applicable Credit Facility as specified in the Credit Facility Schedule therefor, Borrower shall have the option to prepay the Prepayable Amount (as defined below) of such Credit Facility advanced by the Lenders under this Agreement, provided Borrower (i) provides irrevocable written notice to Agent and each Lender of its election to prepay the Prepayable Amount at least ten (10) Business Days prior to such prepayment, and (ii) pays to Agent, for payment to each applicable Lender in accordance with its respective Pro Rata Share, on the date of such prepayment, an amount equal to the sum of (A) the Prepayable Amount, plus accrued interest thereon, (B) any fees payable under the Fee Letters by reason of such prepayment, (C) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (D) all or Protective Advances. The term “Prepayable Amount” means the lesser of (x) all of the Credit Extensions and all other Obligations under all Credit Facilities and (y) a portion of the outstanding Term Loan Advances by paying the entire Credit Extensions and related Obligations in amounts of no less than $1,000,000 of principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Term Loan Advance amount being prepaid: with respect to each Term Loan Advance, if such Term Loan Advance amounts are prepaid (i) prior to the date that is the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary of the Effective Date but prior to the date that is the twenty four (24) month anniversary of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Applicable Prepayment Charge (x) Fee shall not apply (and be deemed automatically waived without any action to be zero (0) for prepayments required to be made pursuant to Section 2.3(c)(A) from proceeds as a result of any Person) if Agent a casualty or condemnation of all or any portion of the Lenders (in any of their sole Owned Real Property. Midcap / MannKind / Credit and absolute discretion) agree in writing to refinance the Term Loan Advances prior to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) any amount of net cash proceeds that have been applied to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger Condition. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day).”Security Agreement

Permitted Prepayment. At its optionExcept as provided below, Borrower may shall have no right to prepay all or the Credit Extensions made in respect of a portion of Term Credit Facility. After the outstanding Term Loan Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Term Loan Advance amount being prepaid: with respect to each Term Loan AdvanceClosed Period, if such any, for the applicable Term Loan Advance amounts are prepaid Credit Facility as specified in the Credit Facility Schedule, a Borrower shall have the option to prepay the Prepayable Amount (as defined below) of a Term Credit Facility advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Agent of its election to prepay the Prepayable Amount at least thirty (30) days prior to the date that is the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary of the Effective Date but prior to the date that is the twenty four (24) month anniversary of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a such prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) pays to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, on the date of such prepayment, an amount equal to the sum of (A) the Prepayable Amount plus accrued interest thereon, (B) any amount fees payable under the Fee Letters by reason of net cash proceeds that such prepayment, (C) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid and (D) all Protective Advances. Upon Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, a Borrower shall have been applied the option upon five (5) Business Days prior written notice to Agent to prepay the Prepayable Amount of a Term Loan Advances shall be excluded from Credit Facility advanced by the amount for purpose Lenders under this Agreement, provided (i) such prepayment is received within thirty (30) days of Borrower’s receipt of such notice of the Interest Only Trigger Condition. For commencement of a Benchmark Unavailability Period, and (ii) Borrower pays to Agent, for the avoidance benefit of doubteach Lender in accordance with its respective Pro Rata Share, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding date of such prepayment, an amount equal to the sum of (A) the Prepayable Amount plus accrued interest thereon, (B) any fees payable under the Credit Agreement or Fee Letters by reason of such prepayment and (C) all Protective Advances. The term “Prepayable Amount” means all or any portion of the Credit Extensions and all other Obligations under the applicable Term Loan Advances for each additional day).”Credit Facility. ​

Permitted Prepayment. At its option, Borrower may prepay all or a portion of the outstanding Term Loan Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Term Loan Advance amount being prepaid: with respect to each Term Loan Advance, if such Term Loan Advance amounts are prepaid (i) prior to the date that is the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary of the Effective Date but prior to the date that is the twenty four (24) month anniversary of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if (i) Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) Borrower prepays the outstanding Obligations (other than inchoate indemnity obligations, and any amount other obligations which, by their terms, are to survive the termination of net cash proceeds that have been applied this Agreement) in full prior to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger ConditionDecember 31, 2023. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day).” (iv) Section 6.10 is hereby amended and restated in its entirety as follows:

Permitted Prepayment. At its optionExcept as provided below, Borrower may shall have no right to prepay all the Credit Extensions made in respect of a Credit Facility. For the applicable Credit Facility as specified in the Credit Facility Schedule therefor, Borrower shall have the option to prepay such Credit Facility advanced by the Lenders under this Agreement in whole or a portion of the outstanding Term Loan Advances by paying the entire principal balance (or such portion thereof)in part, all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Term Loan Advance amount being prepaid: with respect to each Term Loan Advance, if such Term Loan Advance amounts are prepaid provided that (i) prior each such prepayment (other than a prepayment in whole) shall be in an amount equal to the date that is the first twelve (12) month anniversary following the Effective Date$1,000,000 or a higher integral multiple of $1,000,000, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary Borrower provides written notice to Agent and each Lender of the Effective Date but prior to the date that is the twenty four (24) month anniversary of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects its election to make a prepayment, such prepayment and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in on the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) that is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances [***] prior to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) Borrower pays to Agent, for payment to each applicable Lender in accordance with its respective Pro Rata Share, on the date of such prepayment, an amount equal to the sum of (A) the principal amount being so prepaid, plus accrued interest thereon, (B) any amount fees payable under the Fee Letters by reason of net cash proceeds that have been applied to prepay such prepayment, (C) the Term Loan Advances Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (D) all Protective Advances. To the extent requested by Borrower, Agent shall provide, within [***] of Borrower’s request therefor, payoff documentation, which shall be excluded from the amount for purpose in form and substance satisfactory to Agent and Lenders, with respect to any proposed prepayment in whole of the Interest Only Trigger ConditionCredit Extensions. For the avoidance Any notice of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof prepayments given by Borrowers shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day)irrevocable unless all Lenders otherwise agree in writing.”

Permitted Prepayment. At its option, Borrower may prepay all or a portion of the outstanding Term Loan Advances by paying the entire principal balance (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Term Loan Advance amount being prepaid: with respect to each Term Loan Advance, if such Term Loan Advance amounts are prepaid (i) prior to the date that is the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary of the Effective Date but prior to the date that is the twenty four (24) month anniversary of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx Borrower agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the ​ outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) any amount of net cash proceeds that have been applied to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger Condition. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day).”

Permitted Prepayment. At its optionSubject to the terms and conditions set forth in this Section 2.4.1, Borrower the Borrowers may prepay the Loan in whole or in part without penalty or premium (other than Breakage Costs, if applicable) prior to the Maturity Date (hereinafter, a "Prepayment"), provided that the Borrowers give an irrevocable written notice of such Prepayment (a "Prepayment Notice") to Agent not less than thirty (30) Business Days prior to the date on which such Prepayment is to be made (the "Prepayment Date") specifying (a) the date and amount of the Prepayment, (b) whether the Prepayment is of a Base Rate Loan Tranche , a LIBOR Loan Tranche, a Conversion Rate Loan Tranche or a combination thereof (subject in all cases to Sections 2.2.2 and 2.4.2), and if a combination thereof, the amount allocable to each and (c) in the case of the Prepayment of a LIBOR Loan Tranche or a Conversion Rate Loan Tranche, the expiration date of the applicable Interest Period. Agent shall provide each Lender with written notice of such Prepayment within one (1) day of receiving the Prepayment Notice from the Borrowers. A Prepayment of all or a any portion of the outstanding Term Loan Advances by paying Loans may be made in accordance with this Section 2.4.1; provided that: (i) the entire principal balance amount of the Loans prepaid is not less than $1,000,000 (or unless such portion thereofprepayment is in respect of a Property Disposition in accordance with Section 2.5.1); and (ii) on the Prepayment Date, the Borrowers shall pay to Agent (A) the amount of the Prepayment specified in the notice, all accrued and unpaid interest thereon, together with a prepayment charge equal to on the following percentage of the Term Loan Advance principal amount being prepaid: with respect to each Term Loan Advance, all other sums then due under the Notes, this Agreement (including any Breakage Costs, if such Term applicable), and the other Loan Advance amounts are prepaid Documents and (iB) prior all reasonable and customary costs and expenses of each Lender incurred in connection with the Prepayment, including reasonable attorneys' fees and disbursements. Agent shall not be obligated to the date that is the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary accept any Prepayment of the Effective Date but prior to the date that is the twenty four (24) month anniversary of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplicationNotes, Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunderportion thereof, unless it is accompanied by all sums due in connection therewith pursuant to the terms hereof. Notwithstanding the foregoing, the Prepayment Charge (x) Borrowers shall not apply (and be deemed automatically waived without any action entitled to a postponement or postponements of any PersonPrepayment Date (not to exceed thirty (30) days in the aggregate) if Agent or any of the Lenders (such Prepayment is made in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior connection with a Property Disposition, without penalty to the Term Loan Maturity Date, and Borrowers (y) shall not apply to other than any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, Breakage Costs in excess respect of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) any amount of net cash proceeds that have been applied to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger Condition. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional dayPrepayment).”

Permitted Prepayment. At its optionA. From and after the Permitted Prepayment Date and subject to the terms and conditions set forth in this Section 2.4.2, the Borrowers may prepay the Loan at any time in whole or in part (hereinafter, a “Prepayment”), provided that (a) the Borrowers shall provide not less than 30 days’ and not more than 120 days’ prior written notice (a “Prepayment Notice”) to Lender specifying the date on which the Prepayment is scheduled to occur and such scheduled payment date shall not be on any date during the two (2) Business Day period prior to the fifteenth (15th) calendar day of such month, but not including, the fifteenth (15th) calendar day of such month (such scheduled date, the “Prepayment Date”), which notice shall indicate the principal amount of the Note to be so prepaid and the specific Ownership Interest, if any, to be released from the Lien of the Loan Documents pursuant to such Prepayment, (b) the Borrowers shall have paid Mezzanine Debt Service (i.e., accrued and unpaid interest on the principal amount being repaid) upon making such Prepayment through the end of the Interest Accrual Period in which the Prepayment is to occur (even if such period extends beyond the scheduled prepayment date), (c) the Borrower shall pay the Prepayment Fee upon making such Prepayment and (d) simultaneously with the Prepayment of the Loan, (x) the Senior Loan shall be prepaid by Property Owners in accordance with Section 2.4.2 of the Senior Loan Agreement in an amount equal to the product of (i) the principal amount of the applicable Prepayment of the Loan, times (ii) the ratio of (A) the principal balance of the Senior Loan immediately prior to such Prepayment, to (B) the principal balance of the Loan immediately prior to such Prepayment and (y) the First Mezzanine Loan shall be prepaid by First Mezzanine Borrower in accordance with Section 2.4.2 of the First Mezzanine Loan Agreement in an amount equal to the product of (i) the principal amount of the applicable Prepayment of the Loan, times (ii) the ratio of (A) the principal balance of the First Mezzanine Loan immediately prior to such Prepayment, to (B) the principal balance of the Loan immediately prior to such Prepayment. It is the intention and agreement of the parties that, subject to the requirements and limitations set forth in the previous sentence, any Ownership Interest may, from and after the Permitted Prepayment Date, be the subject of a Prepayment and simultaneous release of the Liens of the Loan Documents, provided (i) the amount of the Prepayment equals or exceeds the Release Amount for the Ownership Interest, and (ii) the provisions of Section 2.5.2 are complied with. On the Prepayment Date, Borrower may prepay all or a portion shall pay to Lender the amount of the outstanding Term Loan Advances by paying Prepayment specified in the entire principal balance (or such portion thereof)notice, all accrued and unpaid interest thereon, together with a prepayment charge equal to on the following percentage principal balance of the Term Loan Advance amount Note being prepaid: with respect to each Term Loan Advance, if such Term Loan Advance amounts are prepaid (i) prior to so repaid through and including the date that is the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary last day of the Effective Date but prior Interest Accrual Period in which such Prepayment occurs, all other sums then due under the Note, this Agreement, the applicable Pledge and the other Loan Documents, and all reasonable costs and expenses of Lender incurred in connection with the Prepayment, including reasonable attorneys’ fees and disbursements. Lender shall not be obligated to accept any Prepayment of the principal balance of the Note, or any portion thereof, unless it is accompanied by the prepayment consideration due in connection therewith pursuant to the date that is terms hereof. Prepayments made by the twenty four (24) month anniversary of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge Borrowers shall be determined by applying the amount of such prepayment in the following order: first, applied to reduce the outstanding principal amount of the Note. B. Notwithstanding anything to the contrary herein, if a Prepayment Notice has been sent in good faith and no Event of Default is then continuing, such Prepayment Notice may be rescinded or deferred by Borrowers upon delivery of written notice to Lender (specifying, in the case of a deferral, the new Prepayment Date for such Prepayment) at least five Business Days prior to the Prepayment Date specified in the applicable Prepayment Notice (provided that Borrower shall compensate Lender for any and accrued all reasonable costs and expenses incurred by Lender and/or its agents resulting from such rescission or deferral). C. Without limiting Borrower’s rights under Section 2.4.2 (A) and (B) above but unpaid interest thereonnotwithstanding the terms thereof, from and after the Permitted Prepayment Date, Borrower shall have a one-time right on any Payment Date to make a prepayment (in whole or in part) of Term the Loan Advances outstanding under without a release of any collateral securing the Tranche with Loan to be applied to reduce the latest initial funding date; secondLoan (a “Directed Paydown”), provided that Borrowers pay to Lender the outstanding principal amount Mezzanine Loan Directed Paydown Prepayment Fee (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation provided Borrowers shall not be required to pay any portion of the Lenders’ lost profits in view Mezzanine Loan Directed Paydown Prepayment Fee on account of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advancesin full on any scheduled Maturity Date). Without duplicationSubsequent to such Directed Paydown, Borrower the Allocated Loan Amounts shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunderbe reduced ratably. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior anything to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactionscontrary contained herein, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, no event shall (i) a prepayment shall be excluded for purpose Borrowers allow First Mezzanine Borrowers to prepay any portion of the First Mezzanine Loan in accordance with Section 2.4.2(C) of the First Mezzanine Loan Agreement until the provisions of this clause (ySection and Section 2.4.2(C) to the extent such prepayment is made with any amount of net cash proceeds that this Agreement have been counted towards an Interest Only Trigger Condition, and fully complied with or (ii) Borrowers allow First Mezzanine Borrowers to allow the Property Owners to prepay any amount portion of net cash proceeds that the Senior Loan in accordance with Section 2.3.2(ii) of the Senior Loan Agreement until the provisions of this Section and Section 2.4.2(C) of the First Mezzanine Loan Agreement have been applied to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger Condition. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day)fully complied with.”

Permitted Prepayment. At its optionA. From and after the Permitted Prepayment Date and subject to the terms and conditions set forth in this Section 2.4.2, Borrower the Issuers may prepay all the Notes at any time in whole or in part (hereinafter, a portion "Prepayment"), provided that (a) the Issuers shall provide not less than 30 days' and not more than 120 days' prior written notice (a "Prepayment Notice") to Note Trustee specifying the date on which the Prepayment is scheduled to occur and such scheduled payment date shall not be on any date during the two (2) Business Day period prior to the beginning of any Interest Accrual Period, but not including, the first day of such Interest Accrual Period in such calendar month (such scheduled date, the "Prepayment Date"), which notice shall indicate the principal amount of the outstanding Term Loan Advances by paying Notes to be so prepaid and the entire specific Property to be released from the Lien of the Transaction Documents pursuant to such Prepayment and (b) the Issuers shall have paid Debt Service (i.e., accrued and unpaid interest on the principal balance amount being repaid) upon making such Prepayment through the end of the Interest Accrual Period in which the Prepayment is to occur (even if such period extends beyond the scheduled prepayment date). It is the intention and agreement of the parties that, subject to the requirements and limitations set forth in the previous sentence, any Property may, from and after the Permitted Prepayment Date, be the subject of a Prepayment and simultaneous release of the Liens of the Transaction Documents; provided (i) the amount of the Prepayment equals or such portion thereof)exceeds the Release Amount for the Property, and (ii) the provisions of Section 2.5.2 are complied with. On the Prepayment Date, Issuers shall pay to Note Trustee the amount of the Prepayment specified in the notice, all accrued and unpaid interest thereon, together with a prepayment charge equal to on the following percentage principal balance of the Term Loan Advance amount Notes being prepaid: with respect to each Term Loan Advance, if such Term Loan Advance amounts are prepaid (i) prior to so repaid through and including the date that is the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary last day of the Effective Date but prior Interest Accrual Period in which such Prepayment occurs, all other sums then due under the Notes, this Indenture, the applicable Mortgage and the other Transaction Documents, and all reasonable costs and expenses of Note Trustee incurred in connection with the Prepayment, including reasonable attorneys' fees and disbursements. Note Trustee shall not be obligated to the date that is the twenty four (24) month anniversary accept any Prepayment of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) the Notes, or any portion thereof, unless it is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through accompanied by the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change consideration due in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior connection therewith pursuant to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) any amount of net cash proceeds that have been applied to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger Condition. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day)terms hereof.”

Permitted Prepayment. At its optionA. From and after the Permitted Prepayment Date and subject to the terms and conditions set forth in this Section 2.4.2, Borrower the Borrowers may prepay all the Loan at any time in whole or in part (hereinafter, a portion "Prepayment"), provided that (a) the Borrowers shall provide not less than 30 days' and not more than 120 days' prior written notice (a "Prepayment Notice") to Lender specifying the date on which the Prepayment is scheduled to occur and such scheduled payment date shall not be the last day of an Interest Accrual Period (such scheduled date, the "Prepayment Date"), which notice shall indicate the principal amount of the outstanding Term Notes to be so prepaid and the specific Property to be released from the Lien of the Loan Advances by paying Documents pursuant to such Prepayment and (b) the entire Borrowers shall have paid Debt Service (i.e., accrued and unpaid interest on the principal balance amount being repaid) upon making such Prepayment through the end of the Interest Accrual Period in which the Prepayment is to occur (even if such period extends beyond the scheduled prepayment date). It is the intention and agreement of the parties that, subject to the requirements and limitations set forth in the previous sentence, any Property may, from and after the Permitted Prepayment Date, be the subject of a Prepayment and simultaneous release of the Liens of the Loan Documents; provided (i) the amount of the Prepayment equals or such portion exceeds the Release Amount for the Property, and (ii) the provisions of Section 2.5.2 (other than clause (a) thereof)) are complied with. On the Prepayment Date, Borrowers shall pay to Lender the amount of the Prepayment specified in the notice, all accrued and unpaid interest thereon, together with a prepayment charge equal to on the following percentage principal balance of the Term Loan Advance amount Notes being prepaid: with respect to each Term Loan Advance, if such Term Loan Advance amounts are prepaid (i) prior to so repaid through and including the date that is the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary last day of the Effective Date but prior Interest Accrual Period in which such Prepayment occurs (or, if prohibited by law, through the Prepayment Date), all other sums then due under the Notes, this Agreement, the applicable Mortgage and the other Loan Documents, and all reasonable costs and expenses of Lender incurred in connection with the Prepayment, including reasonable attorneys' fees and disbursements. Lender shall not be obligated to the date that is the twenty four (24) month anniversary accept any Prepayment of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) the Notes, or any portion thereof, unless it is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through accompanied by the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change consideration due in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior connection therewith pursuant to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) any amount of net cash proceeds that have been applied to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger Condition. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day)terms hereof.”

Permitted Prepayment. At its option(i) Without duplication of any amounts paid pursuant to Section 2.3(e), if the Borrower may desires to prepay all or a portion of the outstanding Term Loan Advances (including pursuant to the occurrence and continuance of a Change in Control event covered by paying Section 7.2(d)) on or prior to December 31, 2021 (such date, the entire principal balance “Make Whole Termination Date”) (or and, for the avoidance of doubt, it is agreed by the parties hereto that Borrower shall have such portion thereofoption to so prepay in minimum increments of Ten Million Dollars ($10,000,000), all accrued and unpaid interest thereon, together with a prepayment charge equal so long as Borrower delivers written notice to Agent of its election to prepay the following percentage applicable portion of the Term Loan Advance Advances at least five (5) Business Days (or such shorter period agreed to by Agent in its sole reasonable discretion) prior to such prepayment), then Borrower shall pay to Agent (on behalf of the Lenders) an amount being prepaid: with respect equal to each (A) the outstanding principal amount of the Term Loan AdvanceAdvances being prepaid (including, if for the avoidance of doubt, any principal that has been added to the principal balance of such Term Loan Advance amounts are prepaid pursuant to Section 2.5(a)(ii)), (iB) the Make Whole Amount, (C) the applicable Prepayment Charge with respect to the Term Loan Advances being prepaid, (D) the pro rata portion of the End of Term Charge with respect to the Term Loan Advances being prepaid, and (E) all other outstanding sums, if any, that shall have become due and payable with respect to the Term Loan Advances being prepaid, including interest at the Default Rate with respect to any past due amounts. Notwithstanding the foregoing and for the avoidance of doubt, no Make Whole Amount shall be required to be paid or owed by Borrower or any other Person in connection with any prepayment, repayment or payment of any of the Term Loan Advances or other Obligations after the Make Whole Termination Date. The parties hereto hereby acknowledge and agree that (A) in light of the impracticality and extreme difficulty of ascertaining actual damages, any Make Whole Amount is intended to be a reasonable calculation of the actual damages that would be suffered by the Lenders as a result of any such prepayment of the Term Loan Advances on or prior to the date that is the first twelve (12) month anniversary following the Effective Make Whole Termination Date, 3.0%; and (B) any Make Whole Amount is not intended to act as a penalty or to punish Borrower for any such prepayment of the Term Loan Advances on or prior to the Make Whole Termination Date. (ii) during After the period on or after the date that is the twelve (12) month anniversary of the Effective Make Whole Termination Date but prior to the date that is Term Loan Maturity Date, Borrower shall have the twenty four (24) month anniversary option to make prepayments of the Effective DateTerm Loan Advances in minimum increments of Ten Million Dollars ($10,000,000), 2%; provided Borrower (iiii) during delivers written notice to Agent of its election to prepay the period on or after the date that is the twenty four (24) month anniversary applicable portion of the Effective Date but Term Loan Advances at least five (5) Business Days (or such shorter period agreed to by Agent in its sole reasonable discretion) prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a such prepayment, and at (ii) pays, on the date of such time, there are prepayment to Agent (on behalf of the Lenders) (A) the outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances under multiple Tranchesbeing prepaid (including, for the avoidance of doubt, any principal that has been added to the principal balance of such Term Loan Advance pursuant to Section 2.5(a)(ii)), (B) the applicable Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, with respect to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under being prepaid, (C) the Tranche pro rata portion of the End of Term Charge with the latest initial funding date; second, respect to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances being prepaid, and (D) all other outstanding under sums, if any, that shall have become due and payable with respect to the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid being prepaid, including interest thereon) is paid in fullat the Default Rate with respect to any past due amounts. Xxxxxxxx Borrower agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) any amount of net cash proceeds that have been applied to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger Condition. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day).”

Permitted Prepayment. At its optionExcept as provided below, Borrower may shall have no right to prepay the Credit Extensions made in respect of a Term Credit Facility. After the Closed Period, if any, for the applicable Term Credit Facility as specified in the Credit Facility Schedule, Borrower shall have the option to prepay (i) the Prepayable Amount (as defined below) or (ii) upon the occurrence, and within ***, of a Qualifying Prepayment Event (as defined below), the Datalock Prepayable Amount (as defined below), in each case, of a Term Credit Facility advanced by the Lenders under this Agreement, provided Borrower (1) provides written notice to Agent of its election to prepay the Prepayable Amount at least *** prior to such prepayment (or in the case of the Datalock Prepayable Amount, at least *** prior to such prepayment), and (2) pays to Agent, for payment to each Lender in accordance with its respective Pro Rata Share, on the date of such prepayment, an amount equal to the sum of (A) the Prepayable Amount or Datalock Prepayable Amount, as applicable, plus accrued interest thereon, (B) any fees payable under the Fee Letters by reason of such prepayment, (C) the Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, and (D) all Protective Advances. The term “Prepayable Amount” means all or a any portion of the outstanding Credit Extensions under the applicable Term Loan Advances by paying the entire principal balance Credit Facility. The term “Datalock Prepayable Amount” means fifty percent (or such portion thereof), all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage 50%) of the then outstanding Credit Extensions and all other Obligations under all Term Loan Advance amount being prepaid: with respect Credit Facilities. The term “Qualifying Prepayment Event” means the receipt by Borrower (pursuant to each Term Loan Advance, if such Term Loan Advance amounts are prepaid (ievidence satisfactory to Agent in its discretion) prior to the date that is the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary of the Effective Date but prior to the date that is the twenty four (24) month anniversary of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) any amount of net cash proceeds that have been applied to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger Condition. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day)second Database Lock Payment.”

Permitted Prepayment. At its optionSubject to the terms and conditions set forth in this Section 2.4.2, the Borrower may prepay all (without penalty, premium or other prepayment charge other than the Make-Whole Amount [if the prepayment occurs prior to the Initial Maturity Date], the Exit Fee and the Breakage Fee) the Loan in whole or in part (hereinafter, a portion "Prepayment"); provided that the Borrower gives an irrevocable written notice (the "Prepayment Notice") to the Lender not less than thirty (30) days prior to the date on which such Prepayment is to be made (the "Prepayment Date") specifying the date and amount of the outstanding Term Prepayment. On the Prepayment Date, the Borrower shall pay to the Lender the principal amount of the Loan Advances by paying specified in the entire principal balance (or such portion thereof)Prepayment Notice, all accrued and unpaid interest thereon, together with a prepayment charge equal the Make-Whole Amount (if such Prepayment occurs prior to the following percentage of Initial Maturity Date), the Term Exit Fee, the Breakage Fee, all other sums then due under the Note, this Agreement, the Pledge Agreement and the other Loan Advance amount being prepaid: Documents with respect to each Term Loan Advancethe amount so prepaid, if such Term Loan Advance amounts are prepaid (i) prior to the date that is the first twelve (12) month anniversary following the Effective Dateand all actual, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary out-of-pocket costs and expenses of the Effective Date but prior Lender incurred in connection with the Prepayment, including reasonable attorneys' fees and disbursements. The Lender shall not be obligated to the date that is the twenty four (24) month anniversary accept any Prepayment of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of the Loan unless it is accompanied by all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) is paid sums due in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior connection therewith pursuant to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) any amount of net cash proceeds that have been applied to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger Condition. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day)terms hereof.”

Permitted Prepayment. At its optionA. From and after the Permitted Prepayment Date and subject to the terms and conditions set forth in this Section 2.4.2, Borrower the Borrowers may prepay all the Loan at any time in whole or in part (hereinafter, a portion “Prepayment”), provided that (a) the Borrowers shall provide not less than 30 days’ and not more than 120 days’ prior written notice (a “Prepayment Notice”) to Lender specifying the date on which the Prepayment is scheduled to occur and such scheduled payment date shall not be on any date during the two (2) Business Day period prior to the fifteenth (15th) calendar day of such month, but not including, the fifteenth (15th) calendar day of such month (such scheduled date, the “Prepayment Date”), which notice shall indicate the principal amount of the outstanding Term Notes to be so prepaid and the specific Property to be released from the Lien of the Loan Advances Documents pursuant to such Prepayment, (b) the Borrowers shall have paid Debt Service (i.e., accrued and unpaid interest on the principal amount being repaid) upon making such Prepayment through the end of the Interest Accrual Period in which the Prepayment is to occur (even if such period extends beyond the scheduled prepayment date), (c) the Borrower shall pay the Prepayment Fee upon making such Prepayment and (d) simultaneously with the Prepayment of the Loan, each Mezzanine Loan shall be prepaid by paying the entire applicable Mezzanine Borrower in accordance with Section 2.4.2 of the applicable Mezzanine Loan Agreement in an amount equal to the product of (i) the principal amount of the applicable Prepayment of the Loan, times (ii) the ratio of (A) the principal balance of the applicable Mezzanine Loan immediately prior to such Prepayment, to (B) the principal balance of the Loan immediately prior to such Prepayment. It is the intention and agreement of the parties that, subject to the requirements and limitations set forth in the previous sentence, any Property may, from and after the Permitted Prepayment Date, be the subject of a Prepayment and simultaneous release of the Liens of the Loan Documents; provided (i) the amount of the Prepayment equals or such portion thereof)exceeds the Release Amount for the Property, and (ii) the provisions of Section 2.5.2 are complied with. On the Prepayment Date, Borrowers shall pay to Lender the amount of the Prepayment specified in the notice, all accrued and unpaid interest thereon, together with a prepayment charge equal to on the following percentage principal balance of the Term Loan Advance amount Notes being prepaid: with respect to each Term Loan Advance, if such Term Loan Advance amounts are prepaid (i) prior to so repaid through and including the date that is the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary last day of the Effective Date but prior Interest Accrual Period in which such Prepayment occurs, all other sums then due under the Notes, this Agreement, the applicable Mortgage and the other Loan Documents, and all reasonable costs and expenses of Lender incurred in connection with the Prepayment, including reasonable attorneys’ fees and disbursements. Lender shall not be obligated to the date that is the twenty four (24) month anniversary accept any Prepayment of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) the Notes, or any portion thereof, unless it is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through accompanied by the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change consideration due in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior connection therewith pursuant to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development Transactions, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubt, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Condition, and (ii) any amount of net cash proceeds that have been applied to prepay the Term Loan Advances shall be excluded from the amount for purpose of the Interest Only Trigger Condition. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day)terms hereof.”

Permitted Prepayment. At its optionExcept as provided below, Borrower may shall have no right to prepay all or the Credit Extensions made in respect of a portion Credit Facility. For the applicable Credit Facility as specified in the Credit Facility Schedule therefor, Borrower shall have the option to prepay the Prepayable Amount (as defined below) of such Credit Facility advanced by the outstanding Term Loan Advances by paying the entire principal balance (or such portion thereof)Lenders under this Agreement, all accrued and unpaid interest thereon, together with a prepayment charge equal to the following percentage of the Term Loan Advance amount being prepaid: with respect to each Term Loan Advance, if such Term Loan Advance amounts are prepaid provided Borrower (i) provides irrevocable written notice to Agent and each Lender of its election to prepay the Prepayable Amount at least five (5) Business Days prior to such prepayment; provided that, the date Borrower’s written notice may state that such notice is conditioned upon (x) a transaction in connection with the first twelve (12) month anniversary following the Effective Date, 3.0%; (ii) during the period on or after the date that is the twelve (12) month anniversary refinancing in full of the Effective Date but prior to the date that is the twenty four Obligations, or (24y) month anniversary of the Effective Date, 2%; (iii) during the period on or after the date that is the twenty four (24) month anniversary of the Effective Date but prior to the thirty six (36) month anniversary of the Effective Date, 1%; and (iv) thereafter, 0% (each, a “Prepayment Charge”). If at any time Borrower elects to make a prepayment, and at such time, there are outstanding Term Loan Advances under multiple Tranches, the Prepayment Charge shall be determined by applying the amount of such prepayment transaction resulting in the following order: first, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the latest initial funding date; second, to the outstanding principal amount (and accrued but unpaid interest thereon) of Term Loan Advances outstanding under the Tranche with the next latest initial funding date and so on until the entire principal balance of all Term Loan Advances made hereunder (and all accrued but unpaid interest thereon) is paid in full. Xxxxxxxx agrees that the Prepayment Charge is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Term Loan Advances. Without duplication, Borrower shall prepay the outstanding amount of all principal and accrued interest through the prepayment date and any applicable Prepayment Charge upon the occurrence of a Change in Control or any other prepayment hereunder. Notwithstanding the foregoing, the Prepayment Charge (x) shall not apply (and be deemed automatically waived without any action of any Person) if Agent or any of the Lenders (in any of their sole and absolute discretion) agree in writing to refinance the Term Loan Advances prior to the Term Loan Maturity Date, and (y) shall not apply to any prepayment made between November 1, 2023 and March 31, 2024 with new net cash proceeds from equity contributions, Permitted Convertible Debt financings or Business Development TransactionsControl, in excess of the amount of net cash proceeds that is required to meet the Interest Only Trigger Condition; for the avoidance of doubteach case, (i) a prepayment shall be excluded for purpose of this clause (y) to the extent such prepayment transaction is made with any amount of net cash proceeds that have been counted towards an Interest Only Trigger Conditionnot consummated, in which case such notice may be revoked by the Borrower (by notice to Agent on or prior to the specified effective date) if such condition is not satisfied, and (ii) pays to Agent, for payment to each applicable Lender in accordance with its respective Pro Rata Share, on the date of such prepayment, an amount equal to the sum of (A) the Prepayable Amount, plus accrued interest thereon, (B) any amount fees payable under the Fee Letters by reason of net cash proceeds that have been applied such prepayment with respect to prepay the Term Loan Advances shall be excluded from Prepayable Amount, (C) the amount Applicable Prepayment Fee as specified in the Credit Facility Schedule for purpose the Credit Facility being prepaid, and (D) all Protective Advances. The term “Prepayable Amount” means the lesser of (x) all of the Interest Only Trigger ConditionCredit Extensions and all other Obligations under all Credit Facilities and (y) a portion of the Credit Extensions and related Obligations in incremental amounts of no less than $5,000,000 of principal being prepaid. For the avoidance of doubt, if a payment hereunder becomes due and payable on a day that is not a Business Day, the due date thereof shall be the immediately succeeding Business Day (with interest accruing on the outstanding Term Loan Advances for each additional day).”