Common use of Permitted Prepayment Clause in Contracts

Permitted Prepayment. Subject to the terms and conditions set forth in this Section 2.4.2, the Borrower may prepay (without penalty, premium or other prepayment charge other than the Make-Whole Amount) the Loan in whole or in part (hereinafter, a “Prepayment”); provided that the Borrower gives an irrevocable written notice (the “Prepayment Notice”) to the Agent 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 Prepayment. The Agent shall provide each Lender with written notice of such Prepayment within one (1) day of receiving the Prepayment Notice from the Borrower, provided that the failure of the Agent to deliver such notices shall not adversely affect the Borrower’s rights under this Section 2.4.2. On the Prepayment Date, the Borrower shall pay to the Agent the principal amount of the Loan specified in the Prepayment Notice, all accrued and unpaid interest thereon, the IRR Amount with respect to the amount so prepaid, the Make-Whole Amount (if such Prepayment occurs prior to the expiration of the Lock-Out Period), all other sums then due under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents with respect to the amount so prepaid, and all actual, out-of-pocket costs and expenses of each Lender incurred in connection with the Prepayment, including reasonable attorneys’ fees and disbursements. The Agent shall not be obligated to accept any Prepayment of the principal balance of the Loan unless it is accompanied by all sums due in connection therewith pursuant to the terms hereof.

Permitted Prepayment. Subject Except as provided below, Borrower shall have no right to prepay the terms and conditions set forth 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 Section 2.4.2Agreement, the provided Borrower may prepay (without penalty, premium or other prepayment charge other than the Make-Whole Amounti) the Loan in whole or in part (hereinafter, a “Prepayment”); provided that the Borrower gives an 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 “Prepayment Notice”Borrower’s written notice may state that such notice is conditioned upon (x) a transaction in connection with the refinancing in full of the Obligations, or (y) a transaction resulting in a Change in Control, in each case, to the extent such transaction is not consummated, in which case such notice may be revoked by the Borrower (by notice to Agent not less than thirty (30) days on or prior to the date 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 which such Prepayment is to be made (the “Prepayment Date”) specifying the date and amount of the Prepayment. The Agent shall provide each Lender with written notice of such Prepayment within one (1) day of receiving the Prepayment Notice from the Borrowerprepayment, provided that the failure of the Agent to deliver such notices shall not adversely affect the Borrower’s rights under this Section 2.4.2. On the Prepayment Date, the Borrower shall pay an amount equal to the Agent sum of (A) the principal amount of the Loan specified in the Prepayment NoticePrepayable Amount, all plus accrued and unpaid interest thereon, (B) any fees payable under the IRR Amount Fee Letters by reason of such prepayment with respect to the amount so prepaidPrepayable Amount, (C) the Make-Whole Amount (if such Applicable Prepayment occurs prior to Fee as specified in the expiration of Credit Facility Schedule for the Lock-Out Period), all other sums then due under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents with respect to the amount so Credit Facility being prepaid, and (D) all actual, out-of-pocket costs and expenses of each Lender incurred in connection with the Prepayment, including reasonable attorneys’ fees and disbursementsProtective Advances. The Agent shall not be obligated to accept any Prepayment term “Prepayable Amount” means the lesser of (x) all of the principal balance Credit Extensions and all other Obligations under all Credit Facilities and (y) a portion of the Loan unless it is accompanied by all sums due Credit Extensions and related Obligations in connection therewith pursuant to the terms hereofincremental amounts of no less than $5,000,000 of principal being prepaid. Reserved .

Permitted Prepayment. Subject to the terms and conditions set forth in this Section 2.4.22.4.1, the Borrower may prepay (without penalty, premium or other prepayment charge other than the Make-Whole Amount) charge, the Loan in whole or in part (hereinafter, a “Prepayment”); provided that the Borrower gives an irrevocable written notice (the “Prepayment Notice”) to the Agent not less than thirty ten (3010) days 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, whether the Prepayment is of a Base Rate Loan or a LIBOR Loan or a combination thereof, and if a combination thereof, the amount allocable to each, and (b) in the case of the Prepayment of one (1) or more LIBOR Loans the expiration date of each such LIBOR Loan. The Agent shall provide each Lender with written notice of such Prepayment prepayment within one (1) day of receiving the Prepayment Notice from the Borrower, provided that Borrower but the Agent’s failure of the Agent to deliver such notices do so shall not adversely affect the Borrower’s rights under right to so prepay. A Prepayment of all or any portion of the Loan may be made in accordance with this Section 2.4.2. On 2.4.1; provided that: (i) the principal amount prepaid is not less than $1,000,000 and an integral multiple of $100,000 in excess thereof; and (ii) on the Prepayment Date, the Borrower shall pay to the Agent the principal amount of the Loan prepayment specified in the Prepayment Noticenotice, all accrued and unpaid interest thereon, on the IRR Amount with respect to principal amount being prepaid through the amount so prepaid, the Make-Whole Amount (if such Prepayment occurs prior to the expiration date of the Lock-Out Period)prepayment, all other sums then due under the Notes, this AgreementAgreement (including any Breakage Costs, if applicable), the Pledge Agreement Mortgage and the other Loan Documents with respect to the amount so prepaid, and all actual, out-of-pocket costs and expenses of each Lender incurred in connection with the Prepayment, including reasonable attorneys’ fees and disbursementsDocuments. The Agent shall not be obligated to accept any Prepayment of the principal balance of the Loan Notes, or any portion thereof, unless it is accompanied by all sums due in connection therewith pursuant to the terms hereof. So long as no Event of Default then exists, amounts prepaid by the Borrower under this Section 2.4.1 shall be applied (A) first, to costs and expenses due and payable to the Agent and the Lenders under this Agreement, (B) second, to all accrued and unpaid interest, and (C) third, to principal.

Permitted Prepayment. Subject Except as provided below, Borrower shall have no right to prepay the terms and conditions set forth 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 Section 2.4.2, the Borrower may prepay (without penalty, premium or other prepayment charge other than the Make-Whole Amount) the Loan Agreement in whole or in part (hereinafter, a “Prepayment”); provided that the Borrower gives an irrevocable written notice (the “Prepayment Notice”) to the Agent 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 Prepayment. The Agent shall provide each Lender with written notice of such Prepayment within one (1) day of receiving the Prepayment Notice from the Borrowerpart, provided that (i) each such prepayment (other than a prepayment in whole) shall be in an amount equal to $1,000,000 or a higher integral multiple of $1,000,000, (ii) Borrower provides written notice to Agent and each Lender of its election to make such prepayment and the failure amount of such prepayment on the Agent date that is [***] prior to deliver such notices shall not adversely affect prepayment and (ii) Borrower pays to Agent, for payment to each applicable Lender in accordance with its respective Pro Rata Share, on the Borrower’s rights under this Section 2.4.2. On the Prepayment Datedate of such prepayment, the Borrower shall pay an amount equal to the Agent sum of (A) the principal amount being so prepaid, plus accrued interest thereon, (B) any fees payable under the Fee Letters by reason of such prepayment, (C) the Loan Applicable Prepayment Fee as specified in the Prepayment NoticeCredit Facility Schedule for the Credit Facility being prepaid, and (D) all accrued Protective Advances. To the extent requested by Borrower, Agent shall provide, within [***] of Borrower’s request therefor, payoff documentation, which shall be in form and unpaid interest thereonsubstance satisfactory to Agent and Lenders, the IRR Amount with respect to the amount so prepaid, the Make-Whole Amount (if such Prepayment occurs prior to the expiration any proposed prepayment in whole of the Lock-Out Period), Credit Extensions. Any notice of prepayments given by Borrowers shall be irrevocable unless all other sums then due under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents with respect to the amount so prepaid, and all actual, out-of-pocket costs and expenses of each Lender incurred Lenders otherwise agree in connection with the Prepayment, including reasonable attorneys’ fees and disbursements. The Agent shall not be obligated to accept any Prepayment of the principal balance of the Loan unless it is accompanied by all sums due in connection therewith pursuant to the terms hereofwriting.

Permitted Prepayment. Subject to the terms and conditions set forth in this Section 2.4.2, the Borrower may prepay (without penalty, premium or other prepayment charge other than the Make-Whole AmountAmount [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 “"Prepayment”"); provided that the Borrower gives an irrevocable written notice (the “"Prepayment Notice”") to the Agent 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 Prepayment. The Agent shall provide each Lender with written notice of such Prepayment within one (1) day of receiving the Prepayment Notice from the Borrower, provided that the failure of the Agent to deliver such notices shall not adversely affect the Borrower’s rights under this Section 2.4.2. On the Prepayment Date, the Borrower shall pay to the Agent Lender the principal amount of the Loan specified in the Prepayment Notice, all accrued and unpaid interest thereon, the IRR Amount with respect to the amount so prepaid, the Make-Whole Amount (if such Prepayment occurs prior to the expiration of Initial Maturity Date), the Lock-Out Period)Exit Fee, the Breakage Fee, all other sums then due under the NotesNote, this Agreement, the Pledge Agreement and the other Loan Documents with respect to the amount so prepaid, and all actual, out-of-pocket costs and expenses of each the Lender incurred in connection with the Prepayment, including reasonable attorneys’ ' fees and disbursements. The Agent Lender shall not be obligated to accept any Prepayment of the principal balance of the Loan unless it is accompanied by all sums due in connection therewith pursuant to the terms hereof.

Permitted Prepayment. Subject to the terms and conditions set forth in this Section SECTION 2.4.2, the Borrower may prepay (without penalty, premium or other prepayment charge other than the Make-Whole Amount) the Loan in whole or in part (hereinafter, a “"PREPAYMENT"). With respect to a Prepayment”); provided that the , Borrower gives an irrevocable written notice (the “Prepayment Notice”) to the Agent shall provide not less than thirty three (303) days Business Days* prior written notice to Agent specifying the date on which such the Prepayment is to be made occur (the “Prepayment Date”) specifying "PREPAYMENT DATE"), which notice shall indicate the date and principal amount of the PrepaymentNotes to be prepaid. The Agent shall provide each Lender with written notice of such Prepayment prepayment within one (1) day of receiving the Prepayment Notice notice of prepayment from the Borrower, provided that the failure of the Agent to deliver such notices shall not adversely affect the Borrower’s rights under this Section 2.4.2. On the Prepayment Date, the Borrower shall pay to the Agent the principal amount of the Loan prepayment specified in the Prepayment Noticenotice, all accrued and unpaid interest thereon, on the IRR Amount with respect to the principal amount so being prepaid, any other then outstanding unpaid interest on the Make-Whole Amount (Loan, any Breakage Costs, if such Prepayment occurs prior to the expiration of the Lock-Out Period), all other sums then due under the Notes, this Agreement, the Pledge Agreement and the other Loan Documents with respect to the amount so prepaidapplicable, and all actual, out-of-pocket reasonable costs and expenses of each Lender the Agent incurred in connection with the Prepayment, including reasonable attorneys’ * fees and disbursements. The Agent shall not be obligated to accept any Prepayment prepayment of the principal balance of the Loan Notes, or any portion thereof, unless it is accompanied by all sums due in connection therewith pursuant to the terms hereof.

Permitted Prepayment. Subject Borrower shall have the right to prepay the terms and conditions Loan in whole, or in part, together with any other amounts which may be due hereunder or under any of the Loan Documents at any time, provided that, for any portion of the Note accruing interest as a LIBOR Rate Loan, Borrower shall be liable for any LIBOR Breakage Fee which may be due as set forth in Rider A to this Section 2.4.2Note. Borrower agrees to indemnify and hold Lender harmless from and against all loss, the cost or expense which Lender may sustain or incur as a consequence of default by Borrower may prepay (without penalty, premium or other in prepayment charge other than the Make-Whole Amount) the Loan in whole or in part (hereinafter, a “Prepayment”); provided that the Borrower gives an irrevocable written notice (the “Prepayment Notice”) to the Agent 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 Prepayment. The Agent shall provide each Lender with written notice of such Prepayment within one (1) day of receiving the Prepayment Notice from the Borrower, provided that the failure of the Agent to deliver such notices shall not adversely affect the Borrower’s rights under this Section 2.4.2. On the Prepayment Date, the Borrower shall pay to the Agent the principal amount any portion of the Loan specified in the Prepayment Notice, all and accrued and unpaid interest thereon, (i) after having given notice that prepayment will occur, and (ii) on prepayment following accelerations during the IRR Amount with respect continuance of an Event of Default, including, but not limited to, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by Xxxxxx in order to make or maintain the amount so prepaid, Loan. This indemnification shall survive the Make-Whole Amount (if such Prepayment occurs prior to the expiration payment of the Lock-Out Period), all other sums then due under the Notes, this Agreement, the Pledge Agreement and the other outstanding Loan Documents with respect to the amount so prepaid, and all actual, out-of-pocket costs and expenses of each Lender incurred in connection with the Prepayment, including reasonable attorneys’ fees and disbursementsAmount. The Agent shall not be obligated certificate of Lender as to accept any Prepayment of the principal balance of the Loan unless it is accompanied by all sums due in connection therewith additional amounts payable pursuant to the terms hereof.this grammatical paragraph shall, absent manifest error, be final, conclusive and binding upon Borrower. Lender shall provide evidence of any costs incurred by Xxxxxx. Revolving Note