Common use of Prepayments Generally Clause in Contracts

Prepayments Generally. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 10:00 A.M. three (3) U.S. Government Securities Business Days prior thereto, in the case of SOFR Loans, and no later than 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Loan is prepaid, in whole or in part, on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied to either the Revolving Loans or the Term Loans as Borrower shall direct, and if to the Term Loans shall be applied in accordance with Section 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loans.

Prepayments Generally. The Borrower may at any time (i) All payments and from time to time prepay prepayments of the Loans, Loan (whether in whole or in part), without premium whether voluntary, involuntary, at the Maturity Date or penaltyotherwise shall include (x) payment by Borrower to Lender of the Prepayment Premium, upon irrevocable notice delivered to the Administrative Agent no later than 10:00 A.M. three including in connection with a Property Release, if any, (3y) U.S. Government Securities Business Days prior thereto, in the case of SOFR Loansevent payment or prepayment occurs on a Payment Date, and no later than 10:00 A.M. one (1) Business Day prior thereto, in interest on the case of ABR Loans, which notice shall specify the date and principal amount of the proposed prepayment; provided Loan through and including the date on which such payment or prepayment occurs, and (z) in the event that if any such payment or prepayment is made on a SOFR Loan is prepaid, in whole or in part, on any day other than a Payment Date (including if such Payment Date is not the last ninth (9th) day of the calendar month because such day is not a Business Day), a sum equal to the amount of interest which would have accrued under the Note and this Agreement through the end of the Interest Period applicable theretoin which such payment or prepayment is made. For purposes of this Agreement, an involuntary prepayment shall be deemed to include a prepayment of the Loan in connection with or following Lender’s acceleration of the outstanding balance of the Loan, whether or not the Pledge Agreement is satisfied or released by foreclosure (whether under the UCC or otherwise), assignment of equity interests in lieu of foreclosure or by other means, including repayment of the Loan by Borrower or any other Person pursuant to any statutory or common law right of redemption. (ii) Notwithstanding anything contained herein to the contrary, if the Loan has been divided into two or more components, the Borrower shall also pay weighted average LIBOR Margin of the Loan following any amounts owing pursuant to Section 2.21; provided further that if such notice partial prepayment of prepayment indicates that the Loan (unless such prepayment occurs during the continuance of an Event of Default or is a result of the application of Net Liquidation Proceeds After Debt Service due to a Liquidation Event described in Section 2.4(f)(i)(A) or Section 2.4(f)(i)(B) below shall not be funded with more than the proceeds of a refinancing, such notice of prepayment may be revoked if weighted average LIBOR Margin which was applicable to the financing is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest Loan immediately prior to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied to either the Revolving Loans or the Term Loans as Borrower shall direct, and if to the Term Loans shall be applied in accordance with Section 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loansprepayment.

Prepayments Generally. The Subject to payment of the amounts described in Section 2.11(b) with respect to optional prepayments of Term Loans, the Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 10:00 A.M. A.M., Pacific time, three (3) U.S. Government Securities Business Days prior thereto, in the case of SOFR Eurodollar Loans, and no later than 10:00 A.M. A.M., Pacific time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Eurodollar Loan is prepaid, in whole or in part, prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided, however, that the Borrower may elect that the remainder of such prepayments not applied to prepay ABR Loans be deposited in the Collateral Account and applied thereafter to prepay the Eurodollar Loan or Loans with Interest Periods expiring on a date or dates nearest the date of deposit in accordance with this Section 2.10, upon expiration of such Interest Periods; provided further that if such notice of prepayment indicates that such prepayment is to be funded with conditioned on the proceeds occurrence of a refinancingan event, such notice of prepayment may be revoked if the financing is such event does not consummatedoccur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied to either the Revolving Loans or the Term Loans as Borrower shall direct, in excess thereof and if to prepayment of the Term Loans shall be applied in accordance with Section 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loans.

Prepayments Generally. The Whenever the Borrower may at desires or is required to prepay any time and from time to time prepay the part of its Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered it shall provide Standard Notice to the Administrative Agent no later than 10:00 A.M. three setting forth the following information: (3a) U.S. Government Securities Business Days prior thereto, in the case of SOFR Loans, and no later than 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Loan is prepaid, in whole or in part, on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that Whether such prepayment is to be funded applied to the Revolving Credit Loans or the Term Loans; (b) The date, which shall be a Business Day, on which the proposed prepayment is to be made; (c) The total principal amount of such prepayment, which shall be the sum of the principal amounts selected pursuant to clause (d) of this Section 2.06; and (d) The principal amounts selected in accordance with Section 2.04(d) of the proceeds Base Rate Portion and each part of a refinancingeach Funding Segment of the Euro-Rate Portion to be prepaid. Standard Notice having been so provided, such notice of prepayment may be revoked if on the financing is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount date specified in such notice Standard Notice the principal amounts of the Base Rate Portion and each part of the Euro-Rate Portion specified in such notice, together with interest on each such principal amount to such date, shall be due and payable on payable; provided, that the date specified therein, together with (except Borrower may revoke such Standard Notice in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidan optional prepayment. Partial Mandatory prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied to either the Revolving Loans or the Term Loans as Borrower shall direct, and if to the Term Loans shall be applied in accordance with Section 2.18(b) and to reduce scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments payments of the Term LoansLoans set forth in Section 2.02(d) shall remain included as Consolidated Fixed Charges for purposes in the inverse order of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such their scheduled maturity. Optional prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term LoansLoans shall be applied first to the next scheduled maturity of Term Loans as set forth in Section 2.02(d) (so long as such scheduled maturity is with 90 days of such optional prepayment) and then to reduce scheduled payments of the Term Loans set forth in Section 2.02(d) in the inverse order of their scheduled maturity. For avoidance of doubt, scheduled amortization payment of the Term Loans are not "prepayments" as that term is used in this Section.

Prepayments Generally. The Borrower may at any time (a) (i) Subject to Sections 2.05(d) and from time 2.05(e), deposits into the New Money Loan Proceeds Account, prepayments of the Senior Debt Obligations and cash collateralization of the Refinancing L/C Commitment required to time prepay the Loans, in whole be made pursuant to Section 2.03(a)(i) or in part, without premium or penalty, upon irrevocable notice delivered 2.03(d) shall be paid to the Administrative Intercreditor Agent no later than 10:00 A.M. three (3) U.S. Government Securities Business Days prior thereto, to be applied in the case following order of SOFR Loans, and no later than 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Loan is prepaid, in whole or in partpriority: first, on any day other than occurring prior to the last day earlier to occur of the Interest Period applicable theretosecond drawing of Advances under the New Money Credit Agreement and July 31, 2003, to deposit into the Borrower shall also pay New Money Loan Proceeds Account an aggregate amount (including any such deposits made pursuant to priority first of Section 2.05(a)(ii) or priority second of Section 2.05(a)(iii)) for all such deposits of such Net Cash Proceeds equal to $50,000,000; second, to ratably repay the principal amount of the Senior Debt Obligations then outstanding under the New Money Credit Agreement, together with interest to the date of such payment on the principal amount so repaid and any other amounts owing payable in connection with such payment pursuant to Section 2.212.05(c), until such Senior Debt Obligations have been repaid in full; provided further that if such notice third, to ratably repay the principal amount of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if Senior Debt Obligations then outstanding under the financing is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givenUnsecured Refinancing Loan Facility, the amount specified in such notice shall be due Springdale Tranche C Facility and payable on the date specified thereinAmended B Notes, together with interest to the date of such payment on the principal amount so repaid and any other amounts payable in connection with such payment pursuant to Section 2.05(c), until all Senior Debt Obligations under the Unsecured Refinancing Loan Facility and the Springdale Tranche C Facility have been repaid in full; fourth, to ratably repay the principal amount of the Senior Debt Obligations then outstanding under the Springdale Tranche B Facility and the Amended B Notes (except if any), together with interest to the date of such payment on the principal amount so repaid and any other amounts payable in connection with such payment pursuant to Section 2.05(c), until all Senior Debt Obligations under the Springdale Tranche B Facility have been repaid in full; and fifth, to ratably (A) repay the remaining outstanding principal amount of the Senior Debt Obligations under the Refinancing Credit Agreement and make a deposit into the Cash Collateral Account (Refinancing Lenders) in the case amount set forth below and in the following order of Revolving Loans that are ABR Loans and Swingline Loanspriority: (1) accrued first, to repay all such Senior Debt Obligations, together with interest to the date of such date repayment on the principal amount prepaid. Partial prepayments of Term Loans so repaid and Revolving Loans shall be any other amounts payable in an connection with such payment pursuant to Section 2.05(c), until the aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in the Senior Debt Obligations outstanding under the Refinancing Credit Agreement following repayment pursuant to this priority first is equal to the Refinancing L/C Commitment, and (2) second, to deposit into the Cash Collateral Account (Refinancing Lenders) an aggregate amount equal to the Refinancing L/C Commitment; (B) repay the remaining outstanding principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied to either the Revolving Loans or Senior Debt Obligations in respect of the Term Loans as Borrower shall directAmended Intercreditor Notes, and if together with interest to the Term Loans shall be applied date of such repayment on the principal amount so repaid, until all such Senior Debt Obligations have been repaid in accordance with Section 2.18(bfull; (C) and to scheduled repay the remaining outstanding principal installments amount of the foregoing Senior Debt Obligations under the Springdale Credit Agreement, together with interest to the date of such payment on a pro rata basis the principal amount so repaid and any other amounts payable in connection with such payment pursuant to Section 2.05(c), until all such remaining installments Senior Debt Obligations have been repaid in full; and (unless otherwise agreed D) repay all outstanding Senior Debt Obligations under any Prepayable Senior Debt Agreement outstanding at such time, together with interest to by the Required Lendersdate of such repayment on the principal amount so prepaid and any other amounts payable in connection with such payment pursuant to Section 2.05(c); provided that amounts prepaid (i.e., until all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had Senior Debt Obligations have been applied pro rata to all regularly scheduled amortization installments of the Term Loansrepaid in full.

Prepayments Generally. The (a) No prepayment may be made pursuant to clauses 6.4 or 6.5 unless the relevant Borrower shall have given the Agent 3 Banking Days prior notice specifying the proposed date of the prepayment and the amount to be prepaid. Every such notice shall be effective only on actual receipt by the Agent, shall be irrevocable and shall oblige the relevant Borrower to make the relevant prepayment on the date specified. (b) No amount prepaid under the Facilities (save for voluntary prepayments of the Working Capital Facility) may at be reborrowed. (c) Subject to clause 6.7(d) and (e), any time amount prepaid in respect of the Facilities shall be applied first against the Term Advances on a pro rata basis, secondly in reduction of the Working Capital Advances and from time to time prepay the LoansLetters of Credit on a pro rata basis and thirdly in prepaying the Ancillary Facilities. Where a mandatory prepayment is applied against the Working Capital Advances, in whole or in part, without premium or penaltythe Letters of Credit and/or the Ancillary Facilities, upon irrevocable notice delivered such prepayments or discharge the Commitments in respect of the Working Capital Facility and/or the relevant Ancillary Commitments (as applicable) shall be cancelled by the amount prepaid or discharged. (d) Newco 2 may, by giving to the Administrative Agent no later than 10:00 A.M. three (3) U.S. Government Securities Business 3 Banking Days prior theretonotice, select whether voluntary prepayments and mandatory prepayments of up to an aggregate amount of L25,000,000 from and after the UK Second Acquisition Completion Date, are to be applied in reducing the repayment instalments for the Term Advances in order of maturity, inverse order of maturity or on a pro rata basis. If no such selection is made, the relevant prepayments shall be applied in reducing such repayment instalments pro rata. (e) Subject to the operation of clause 6.7(d), where a mandatory prepayment is applied against a Term Facility, it shall reduce the future repayment instalments under that Term Facility pro rata. (f) All prepayments shall be made together with (to the extent these relate to the amounts prepaid) (i) accrued interest to the date of prepayment (calculated, in the case of SOFR Loans, any prepayment of a Bank's Contributions to the Facilities pursuant to clause 6.5(a)(ii) and no later than 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount respect of the proposed prepaymentperiod during which the relevant Substitute Basis has applied by virtue of clause 14.4(b), at a rate per annum equal to the rate certified by such Bank to be an interest rate equivalent to the aggregate of (A) the applicable Margin and (B) the cost (including Additional Cost) to such Bank of funding its Contributions to the Facilities for such period); provided that if a SOFR Loan is (ii) any additional amount payable under clauses 8.5 or 14.2 attributable to the amounts prepaid; and (iii) all other sums payable by the relevant Borrower to the relevant Banks under this Agreement attributable to the amounts prepaid including, in whole or in partwithout limitation, on any day accrued commitment commission payable under clause 7.2 and any amounts payable under clause 13.1. (g) Upon any prepayment being made (other than a prepayment under clause 6.5), the last day Commitments of the Interest Period applicable thereto, relevant Banks in respect of the Borrower relevant Facility shall also pay be reduced accordingly (pro-rata the relevant Banks' respective Commitments in respect of the relevant Facility). (h) The Borrowers may not make any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Upon receipt prepayments in respect of any such notice Facility save as expressly provided in this Agreement. (i) Notwithstanding the Administrative Agent shall promptly notify each relevant Lender thereof. If provisions of this clause 6.7, while (and to the extent that) any such notice is givenFacility A Advances are outstanding, the amount specified in such notice any Facility B Bank shall be due and payable on entitled to waive its right to receive any prepayment of its share of the date specified thereinFacility B Advances which would have arisen by reason of the occurrence of any of the events or circumstances referred to in clauses 6.6, together with (except 6.10, 6.11, 6.12 or 10.6(f)(xii) in which case this clause 6.7 shall apply without having regard to the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest Facility B Advances owing to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied to either the Revolving Loans or the Term Loans as Borrower shall direct, and if to the Term Loans shall be applied in accordance with Section 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term LoansBank.

Prepayments Generally. The Borrower may at any time (i) Applicable during Restricted Periods only: each mandatory prepayment required to be made under Sections 2.04(b)(ii)(A), 2.04(b)(iii), 2.04(b)(iv) and from time 2.04(b)(v) shall be applied as among the Term Loans (and to time prepay the installments thereof, if any) and the Committed Loans, in whole each case, at the direction of the Borrower (with a corresponding reduction in the Aggregate Commitment in the amount of any such amounts applied to prepay the Committed Loans) (applied ratably within each chosen Tranche in accordance with the respective Applicable Percentages of the Lenders of that Tranche), provided that, (x) in no event shall the mandatory prepayments applied to reduce the Term Loans be less than the Term Loans’ pro rata share of outstanding Loans and (y) the Borrower shall prepay the Term Loans or the Committed Loans, as the case may be, with the remainder of any partial application of any such mandatory prepayment that results in partpayment in full of the Committed Loans or Term Loans, without premium or penalty, upon irrevocable notice delivered as applicable. (ii) Subject to the Administrative Agent no later than 10:00 A.M. three terms of Section 10.22 hereof, each mandatory prepayment required to be made under Section 2.04(b) not specified in subclause (3c)(i) U.S. Government Securities Business Days prior theretoimmediately preceding shall be applied as among the Term Loans (and to the installments thereof, if any) and the Committed Loans, in each case at the case direction of SOFR the Borrower (applied ratably within each chosen Tranche in accordance with the respective Applicable Percentages of the Lenders of that Tranche), provided that, (x) in no event shall the mandatory prepayments applied to reduce the Term Loans be less than the Term Loans’ pro rata share of outstanding Loans, and no later than 10:00 A.M. one (1y) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Loan is prepaid, in whole or in part, on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded prepay the Term Loans or the Committed Loans, as the case may be, with the proceeds remainder of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Upon receipt any partial application of any such notice mandatory prepayment that results in payment in full of the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givenCommitted Loans or Term Loans, the amount specified in such notice as applicable. (iii) Each prepayment of a Eurodollar Rate Loan shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied , together with any additional amounts required pursuant to either the Revolving Loans or the Term Loans as Borrower shall direct, and if to the Term Loans shall be applied in accordance with Section 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loans3.05.

Prepayments Generally. The (a) No prepayment may be made pursuant to clauses 6.3 or 6.4 unless the Borrower shall have given the Agent 3 Banking Days prior notice specifying the proposed date of the prepayment and the amount to be prepaid. Every such notice shall be effective only on actual receipt by the Agent, shall be irrevocable and shall oblige the Borrower to make the relevant prepayment on the date specified. (b) No amount prepaid under the Facility may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered be reborrowed. (c) All prepayments shall be made together with (to the Administrative Agent no later than 10:00 A.M. three extent these relate to the amounts prepaid) (3I) U.S. Government Securities Business Days prior theretoaccrued interest to the date of prepayment (calculated, in the case of SOFR Loans, any prepayment of a Bank's Contribution to the Facility pursuant to clause 6.3(a)(ii) and no later than 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount respect of the proposed prepaymentperiod during which the relevant Substitute Basis has applied by virtue of clause 13.4(b), at a rate per annum equal to the rate certified by such Bank to be an interest rate equivalent to the aggregate of (A) the applicable Margin and (B) the cost (including Additional Cost) to such Bank of funding its Contribution to the Facility for such period); provided that if a SOFR Loan is (ii) any additional amount payable under clauses 8.5 or 13.2 attributable to the amounts prepaid; and (iii) all other sums payable by the Borrower to the Banks under this Agreement attributable to the amounts prepaid including, in whole or in partwithout limitation, on any day accrued commitment commission payable under clause 7.2 and any amounts payable under clause 12.1. (d) Upon any prepayment being made (other than a prepayment under clause 6.3), the last day Commitments of the Interest Period applicable thereto, Banks in respect of the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice Facility shall be due and payable on reduced accordingly (pro-rata the date specified therein, together with (except Banks' respective Commitments in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied to either the Revolving Loans or the Term Loans as Borrower shall direct, and if to the Term Loans shall be applied in accordance with Section 2.18(b) and to scheduled principal installments respect of the foregoing on a pro rata basis to all such remaining installments Facility). (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments e) The Borrower may not make any prepayments in respect of the Term Loans) shall remain included Facility save as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loansexpressly provided in this Agreement.

Prepayments Generally. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 10:00 A.M. A.M., Pacific time, three (3) U.S. Government Securities Business Days prior thereto, in the case of SOFR Eurodollar Loans, and no later than 10:00 A.M. A.M., Pacific time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Eurodollar Loan is prepaid, in whole or in part, prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; and provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 200,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments Prepayments of the Term Loans made pursuant to this Section 2.11 shall be applied to either the Revolving Loans or prepayment of installments due in respect of the Term Loans as Borrower shall direct, in reverse order of maturity and if to the Term Loans shall be applied in accordance with Section 2.3 and 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loans.

Prepayments Generally. The Borrower Lender may refuse to accept any Prepayment not expressly permitted in this agreement. If a Prepayment is conditioned upon prior notice to Lender, at any time and from time to time prepay the Loansoption of Lender, in whole or in part, without premium or penalty, upon irrevocable (a) that notice delivered to the Administrative Agent no later than 10:00 A.M. three will be irrevocable; (3b) U.S. Government Securities Business Days prior thereto, a Prepayment will be due in the case of SOFR Loans, amount and no later than 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Loan is prepaid, in whole or in part, on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with in that notice; and (except c) that notice will not affect Borrower's obligation to make all other payments required under the Loan Documents on the date when due. Prepayments must be accompanied by all unpaid accrued interest on the Prepayment and all other amounts due under this agreement. Each Prepayment of a portion of the Loan will be applied in the case inverse order of Revolving Loans maturity (i.e. to the most remote payment) of the principal due under this agreement. If Lender receives any Prepayment which it is permitted to refuse, Lender may accept the Prepayment; except that are ABR Loans and Swingline Loans) accrued Lender may, as a condition of acceptance, require the payment of interest to such date which would accrue on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall prepaid through the date when Lender would be in an aggregate obligated to accept the Prepayment, or the date the principal amount of $1,000,000 or a whole multiple thereofprepaid would be due under this agreement, whichever is earlier. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofTahoe Stateline Venture, LLC Credit Agreement 80241.00434\9465845.2 EXCEPT AS OTHERWISE SET FORTH HEREIN, BORROWER EXPRESSLY WAIVES THE RIGHT TO PREPAY THE LOAN IN WHOLE OR IN PART WITHOUT PREPAYMENT CONSIDERATION AND EXPRESSLY AGREES TO PAY THE PREPAYMENT CONSIDERATION IN ACCORDANCE WITH THIS AGREEMENT UPON ANY ACCELERATION OF THE MATURITY DATE OF THE LOAN, INCLUDING, WITHOUT LIMITATION, ANY SUCH ACCELERATION UPON A PROHIBITED TRANSFER (DEFINED HEREIN) OR ACCELERATION UPON DEFAULT. All optional prepayments shall be applied to either the Revolving Loans or the Term Loans as Borrower shall directBORROWER AGREES THAT MATERIAL INDIVIDUAL WEIGHT TO THE CONSIDERATION IN THIS TRANSACTION HAS BEEN GIVEN FOR THE FOREGOING WAIVER AND AGREEMENT WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 2954.10, and if to the Term Loans shall be applied in accordance with Section 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term LoansAND BORROWER IS ESTOPPED FROM CLAIMING HEREAFTER THAT BORROWER'S AGREEMENT TO PAY SUCH PREPAYMENT CONSIDERATION IN ACCORDANCE WITH THIS AGREEMENT IS INVALID OR UNENFORCEABLE IN ANY RESPECT FOR ANY REASON.

Prepayments Generally. The (a) No prepayment may be made pursuant to clauses 6.7 or 6.8 unless the Parent shall have given the Agent 10 Banking Days (in the case of clause 6.7) or 5 Banking Days (in the case of clause 6.8) prior notice specifying the proposed date of the prepayment and the amount to be prepaid. Every such notice shall be Back to Contents irrevocable and shall oblige the relevant Borrower to make the relevant prepayment on the date specified. (b) No amount prepaid (other than pursuant to clause 6.7(b)) may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered be reborrowed. (c) All prepayments shall be made together with (to the Administrative Agent no later than 10:00 A.M. three extent these relate to the amounts prepaid) (3i) U.S. Government Securities Business Days prior theretoaccrued interest to the date of prepayment (calculated, in the case of SOFR Loansany prepayment or cancellation of a Bank’s Contributions to the Facilities pursuant to clause 6.8(a) and in respect of the period during which the relevant Substitute Basis has applied by virtue of clause 14.4(b), in accordance with such Bank’s Substitute Basis); (ii) any additional amount payable under clauses 8.5 or 14.2; and no (iii) all other sums payable by the relevant Borrower in respect of the amount prepaid to the relevant Banks under this Agreement including, without limitation, any accrued commitment commission payable under clause 7.2 where such Bank’s Commitment has been reduced to nil and any amounts payable under clause 13.1. (d) If clause 6.9 would require the Borrowers to procure the prepayment of any of the Facilities otherwise than at the end of an Interest Period or on the Maturity Date of a Revolving Credit Advance, the Borrowers can elect (by written notice made to the Agent to be received not later than 10:00 A.M. one (110 a.m. on the date of receipt of the relevant amounts to be prepaid) Business Day prior thereto, to credit the amount to be repaid to the Cash Collateral Account in the case name of ABR Loans, which notice shall specify the relevant Borrower on the date on which such prepayment would, but for this clause, be due to be made and amount to prepay the relevant Term Loan Advance and/or Revolving Credit Advance at the first occurring end of an Interest Period relative to the Term Loan Advance to be repaid or Maturity Date of a Revolving Credit Advance. Following any such election and provided the required payment is made to such Cash Collateral Account, the obligation to prepay the relevant Term Loan Advance and/or Revolving Credit Advance will not arise until the first occurring end of an Interest Period relative to the Term Loan Advance to be repaid or Maturity Date of a Revolving Credit Advance. The Borrowers authorise the Agent on behalf of the proposed prepayment; provided that if Charging Subsidiaries to withdraw monies from such Cash Collateral Account and apply such monies against prepayments which are due to be made under this Agreement or, upon the occurrence of an Event of Default in respect of which a SOFR Loan is prepaidnotice has been given pursuant to clause 12.2, in whole or in part, on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay against any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable under the Finance Documents. (e) All amounts to be prepaid under clause 6 shall be applied: (i) [Intentionally deleted] (ii) pro rata in prepayment of the Termed Out Revolving Loan; (iii) once the Term Loans are prepaid or repaid in full, in or towards prepayment and cancellation of the Revolving Credit Facility (and Ancillary Facilities) by being divided between the Banks rateably in accordance with their Revolving Credit Facility Commitments, and applied in repaying Revolving Credit Advances then outstanding on their respective Maturity Dates and, on such repayment, cancelling the date specified therein, together with equivalent amount of Commitments under the Revolving Credit Facility. (except in the case f) [Intentionally deleted.] Back to Contents (g) Forthwith upon any prepayment of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments any part of Term Loans or Revolving Credit Advances (and Ancillary Outstandings) being made under clause 6.7(a) or (b) or clause 6.9(b), (c) or (d), the Commitments of the Banks in respect of the Term Loan Facility or the Revolving Loans Credit Facility shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied to either the Revolving Loans or the Term Loans as Borrower shall direct, and if to the Term Loans shall be applied reduced in accordance with Section 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loansthis clause 6.10.

Prepayments Generally. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 10:00 A.M. A.M., Pacific time, three (3) U.S. Government Securities Business Days prior thereto, in the case of SOFR Eurodollar Loans, and no later than 10:00 A.M. A.M., Pacific time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Eurodollar Loan is prepaid, in whole or in part, prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancingrefinancing or in connection with the consummation of a specified transaction, such notice of prepayment may be revoked if the financing or specified transaction is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments Prepayments of the Term Loans made pursuant to this Section 2.11 shall be applied to either the Revolving Loans or prepayment of installments due in respect of the Term Loans as Borrower shall direct, in reverse order of maturity and if to the Term Loans shall be applied in accordance with Section 2.3 and 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loans.

Prepayments Generally. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 10:00 A.M. A.M., Pacific time, three (3) U.S. Government Securities Business Days prior thereto, in the case of SOFR Eurodollar Loans, and no later than 10:00 A.M. A.M., Pacific time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Eurodollar Loan is prepaid, in whole or in part, prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancingrefinancing or in connection with the consummation of a specified transaction, such notice of prepayment may be revoked if the financing or specified transaction is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments Prepayments of the Term Loans made pursuant to this Section 2.11 shall be applied to either the Revolving Loans or prepayment of installments due in respect of the Term Loans as Borrower shall direct, in reverse order of maturity and if to the Term Loans shall be applied in accordance with Section 2.3 and 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loans.

Prepayments Generally. The (a) No prepayment may be made pursuant to clauses 6.3 (Optional Prepayment of all the Banks) or 6.4 (Affected Banks) unless the Primary Borrower may at any time and from time to time prepay shall have given the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Facility Agent no later than 10:00 A.M. three (3) U.S. Government Securities Business 5 Banking Days prior thereto, notice (or in the case of SOFR Loans, and no later than 10:00 A.M. one a prepayment pursuant to clause 14.1 (1Unlawfulness) Business Day prior thereto, in such notice as is required under clause 14.1 (Unlawfulness)) specifying the case of ABR Loans, which notice shall specify the proposed date and amount of the proposed prepayment; provided that if a SOFR Loan is prepaid, in whole or in part, on any day other than prepayment and the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is amount to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummatedprepaid. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in Every such notice shall be due effective only on actual receipt by the Facility Agent, shall be irrevocable and payable shall oblige the relevant Borrower to make the relevant prepayment on the date specified thereinspecified. (b) No amount of the Term Facility which is repaid or prepaid may be reborrowed. (c) Prepayments required to be made to an Affected Bank should be applied first against the Affected Bank's Contribution to outstanding Term Advances, and then in the following order: (i) in repayment of that Bank's Contribution to outstanding Revolving Credit Facility Tranche B Advances and in permanent reduction of the Revolving Credit Facility Tranche B; (ii) to provide cash cover for that Bank's Proportion of the Outstanding Contingent Liabilities under the Revolving Credit Facility Tranche B; (iii) in repayment of that Bank's Contribution to outstanding Revolving Credit Facility Tranche A Advances and in permanent reduction of the Revolving Credit Facility Tranche A; (iv) to provide cash cover for that Bank's Proportion of the Outstanding Contingent Liabilities under the Revolving Credit Facility Tranche A. (d) All prepayments shall be made together with (except in to the case of Revolving Loans that are ABR Loans and Swingline Loansextent these relate to the amounts prepaid): (i) accrued interest to such the date on of prepayment; (ii) any additional amount payable under clauses 8.5 (Grossing-up for Taxes) or 14.2 (Increased Costs); and (iii) all other sums payable by the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied Borrower to either the Revolving Loans Banks or the Term Loans as relevant Bank under this Agreement including, without limitation, any accrued commitment commission payable under clause 7.2 (Commitment Fees), any Letter of Credit commission and fees under clause 7.3 (Letter of Credit Fees), expenses under clause 7.4 (Expenses) and any amounts payable under clause 13.1 (Miscellaneous Indemnities). (e) No Borrower shall direct, prepay all or any part of an Advance outstanding under this Agreement except at the times and if to in the Term Loans shall be applied manner expressly provided in accordance with Section 2.18(b) and to scheduled principal installments of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loansthis Agreement.

Prepayments Generally. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 10:00 A.M. A.M., Pacific time, three (3) U.S. Government Securities Business Days prior thereto, in the case of SOFR Eurodollar Loans, and no later than 10:00 A.M. A.M., Pacific time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Eurodollar Loan is prepaid, in whole or in part, prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereofthereof (or such lesser amount outstanding). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofthereof (or such lesser amount outstanding). All optional prepayments Prepayments of the Term Loans made pursuant to this Section 2.11 shall be applied to either the Revolving Loans or prepayment of installments due in respect of the Term Loans as Borrower shall direct, and if to the Term Loans shall be applied in accordance with Section 2.3 and 2.18(b) and to scheduled principal installments of the foregoing ). Amounts prepaid on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments account of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall Loans may not be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loansreborrowed.

Prepayments Generally. The Borrower may (i) In the event of any prepayment of less than the entire principal amount of Notes then outstanding pursuant to Section 5.11(b), (X) Lessor shall deposit, in immediately available funds in the account of Administrative Agent at any the place and by the time and from time otherwise in the manner provided in Section 5.5 hereof, the respective amounts set forth in Section 5.11(b), (Y) Lessor will allocate the principal amount so to time prepay the Loansbe prepaid among all outstanding Tranche A Notes, in whole or in part, without premium or penalty, upon irrevocable notice delivered Tranche B Notes and Equity Investment pro rata according to the Administrative Agent no later than 10:00 A.M. three respective unpaid principal amounts of the Notes and Equity Investment and (3Z) U.S. Government Securities Business Days the amount required to be paid pursuant to Section 5.2 hereof in respect of the Tranche A Notes and Tranche B Notes shall be reduced on each Payment Date subsequent to the date of such prepayment by an amount equal to the product of (A) the principal amount of Tranche A Notes and Tranche B Notes which would be due and payable on each Payment Date had such prepayment not been made and (B) a fraction, the numerator of which shall be the aggregate principal amount of the Tranche A Notes and Tranche B Notes so prepaid and the denominator of which shall be the entire principal amount of the Tranche A Notes and Tranche B Notes outstanding immediately prior thereto, to such prepayment. (ii) No prepayment of any Notes or any purchase by Lessor of any Notes may be made except to the extent and in the manner expressly permitted by Article V of this Participation Agreement. (iii) In the case of SOFR Loansany prepayment of the Notes, notice thereof in writing to the Lenders to be prepaid shall be sent by Lessee by United States certified mail, postage prepaid, and no later than 10:00 A.M. one (1) Business Day prior thereto, received by each Lender and Administrative Agent at its address set forth in the case of ABR LoansNote Register, which at least ten (10) days prior to the date fixed for prepayment. Such notice shall specify the date fixed for prepayment, the provision hereof under which such prepayment is being effected and that on the date fixed for prepayment there will become due and payable upon each Note or portion thereof so to be prepaid, at the place where the principal of the Notes to be prepaid is payable, the specified amount of principal (iv) On the date of any partial prepayment of any Note, Administrative Agent shall prepare two (2) copies of an amortization schedule with respect to such Note setting forth the amount of the proposed prepayment; provided that if a SOFR Loan is prepaid, in whole or in part, on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is installment payments to be funded with made on such Note after the proceeds date of a refinancing, such notice partial prepayment and the unpaid principal balance of prepayment may be revoked if the financing is not consummatedsuch Note after each such installment payment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any deliver, or send by first-class mail, postage prepaid, one such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. All optional prepayments shall be applied to either the Revolving Loans or the Term Loans as Borrower shall direct, and if to the Term Loans shall be applied in accordance with Section 2.18(b) and to scheduled principal installments copy of the foregoing on a pro rata basis applicable schedule to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes of calculating the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments of the Term Loanseach Lender.

Prepayments Generally. The Borrower Lender may refuse to accept any Prepayment not expressly permitted in this agreement. If a Prepayment is conditioned upon prior notice to Lender, at any time and from time to time prepay the Loansoption of Lender, in whole or in part, without premium or penalty, upon irrevocable (a) that notice delivered to the Administrative Agent no later than 10:00 A.M. three will be irrevocable; (3b) U.S. Government Securities Business Days prior thereto, a Prepayment will be due in the case of SOFR Loans, amount and no later than 10:00 A.M. one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of the proposed prepayment; provided that if a SOFR Loan is prepaid, in whole or in part, on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereinin that notice; and (c) that notice will not affect Borrower's obligation to make all other payments required under the Loan Documents on the date when due. Prepayments of the Term Loan must be accompanied by unpaid accrued interest. Lender may, together with (at its option, condition any Prepayment of a Line of Credit Loan upon payment of all amounts then due under this agreement. Each Prepayment of a portion of the Term Loan or a Line of Credit Loan will be applied to the most remote payment of the principal due under this agreement without affecting the amount or due date of any subsequent payment due under the Term Loan or the Line of Credit Loan. If Lender receives any Prepayment which it is permitted to refuse, Lender may accept the Prepayment; except in that Lender may, as a condition of acceptance, require the case payment of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date which would accrue on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall prepaid through the date when Lender would be in an aggregate obligated to accept the Prepayment, or the date the principal amount prepaid would be due under this agreement, whichever is earlier. Notwithstanding that the Obligations are secured by the Collateral in its entirety and provided that there has been no Event of $1,000,000 or a whole multiple thereof. Partial prepayments Default and no material decrease in the value of Swingline Loans shall be the Collateral, Lender will release that portion of the Collateral comprised of the Citrus Gxxxxx upon receipt of immediately available funds in an aggregate principal amount full repayment of $100,000 or a whole multiple thereof. All optional prepayments shall be applied to either the Revolving Loans or all amounts due under the Term Loans as Borrower shall directLoan, and if to will release the Term Loans shall be applied in accordance with Section 2.18(b) and to scheduled principal installments portion of the foregoing on a pro rata basis to all such remaining installments (unless otherwise agreed to by the Required Lenders); provided that amounts prepaid (i.e., all regularly scheduled amortization installments Collateral comprised of the Term Loans) shall remain included as Consolidated Fixed Charges for purposes Cxxxxxx Slough/Hill Grade Tract properties upon receipt of calculating immediately available funds in full repayment of all amounts due and the Consolidated Fixed Charge Coverage Ratio and shall be treated as if such prepayments had been applied pro rata to all regularly scheduled amortization installments termination of the Term LoansLine of Credit.