Common use of Restriction on Prepayment of Indebtedness Clause in Contracts

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contracts, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; and (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5during the existence of any Default or Event of Default, prepay, redeem, defease, purchase or otherwise retire (except for regularly scheduled installments of principal) the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or proceeds resulting from a casualty or condemnation relating to such Real Estate (and such insurance or condemnation proceeds are not otherwise required by the terms of any applicable loan documents to be applied to the restoration or rebuilding of such Real Estate); and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The No Subsidiary Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5, voluntarily prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than that is junior in right of payment to the Obligations and Obligations, except in accordance with the Hedge Obligations after the occurrence and during the continuance of any Event of Defaultsubordination provisions applicable thereto; provided, that the foregoing shall not prohibit (x) any Permitted Refinancing Indebtedness, (y) the prepayment prepayment, redemption, defeasance or other retirement of Indebtedness which is financed solely from the proceeds of a new loan or external equity which would otherwise be permitted by the terms of §8.1; and (yz) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or external equity; and (b) modify any document evidencing any Indebtedness (other than that is junior in right of payment to the Obligations) Obligations to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5during the existence of any Default or Event of Default, prepay, redeem, defease, purchase or otherwise retire (except for regularly scheduled installments of principal) the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1; , and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or proceeds resulting from a casualty or condemnation relating to such Real Estate (and such insurance or condemnation proceeds are not otherwise required by the terms of any applicable loan documents to be applied to the restoration or rebuilding of such Real Estate); and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject during the existence of any Default arising from Borrower’s failure to §12.5pay any amounts due under the Loan Documents or any Event of Default, optionally prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds incurrence of a new loan Indebtedness which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5during the existence of any Event of Default, prepay, redeem, defease, purchase or otherwise retire (except for regularly scheduled installments of principal) the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or proceeds resulting from a casualty or condemnation relating to such Real Estate (and such insurance or condemnation proceeds are not otherwise required by the terms of any applicable loan documents to be applied to the restoration or rebuilding of such Real Estate); and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject during the existence of any Default arising from the Borrower’s failure to §12.5pay any amounts due under the Loan Documents or any Event of Default, optionally prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds incurrence of a new loan Indebtedness which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will shall not cause or permit their respective Subsidiaries to, any Borrower Subsidiary to (a) subject to §12.5, voluntarily prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than that is junior in right of payment to the Obligations and Obligations, except in accordance with the Hedge Obligations after the occurrence and during the continuance of any Event of Defaultsubordination provisions applicable thereto; provided, that the foregoing shall not prohibit (x) any Permitted Refinancing Indebtedness, (y) the prepayment prepayment, redemption, defeasance or other retirement of Indebtedness which is financed solely from the proceeds of a new loan or external equity which would otherwise be permitted by the terms of §8.1; and (yz) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or external equity; and (b) modify any document evidencing any Indebtedness (other than that is junior in right of payment to the Obligations) Obligations to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5during the existence of any Default or Event of Default, prepay, redeem, defease, purchase or otherwise retire (except for regularly scheduled installments of principal) the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any 121 Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1; , and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or proceeds resulting from a casualty or condemnation relating to such Real Estate (and such insurance or condemnation proceeds are not otherwise required by the terms of any applicable loan documents to be applied to the restoration or rebuilding of such Real Estate); and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The After the occurrence and during the continuance of any Event of Default, Borrower and the Guarantors will not, and will not permit any Guarantor or their respective Subsidiaries to, : (a) subject to §12.5, optionally or voluntarily prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and prior to the Hedge Obligations after the occurrence and during the continuance of any Event of Defaultmaturity date thereof; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan or increased loan, note or other Indebtedness which would otherwise be permitted by the terms of §8.18.1 and proceeds described in the following clause (y); and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale or other disposition of the Real Estate securing such Indebtedness; and (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of DefaultIndebtedness.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective its Subsidiaries to, (a) subject to §12.5during the existence of any Default or Event of Default, prepay, redeem, defease, purchase or otherwise retire (except for regularly scheduled installments of principal) the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.18.2; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or proceeds resulting from a casualty or condemnation relating to such Real Estate (and such insurance or condemnation proceeds are not otherwise required by the terms of any applicable loan documents to be applied to the restoration or rebuilding of such Real Estate); and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective its Subsidiaries to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.18.1 and proceeds described in the following clause (y); and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale or other disposition of the Real Estate securing such Indebtedness; and (b) after the occurrence and during the continuance of an Event of Default, modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of DefaultIndebtedness.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject during the existence of any Default arising from Borrower’s failure to §12.5pay any amounts due under the Loan Documents or any Event of Default, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds incurrence of a new loan Indebtedness which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective its Subsidiaries to, (a) subject to §12.5during the existence of any Default or Event of Default, prepay, redeem, defease, purchase or otherwise retire (except for regularly scheduled installments of principal) the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.18.2; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate (or the Equity Interests of the Single Asset Entity that owns such Real Estate) securing such IndebtednessIndebtedness or proceeds resulting from a casualty or condemnation relating to such Real Estate (and such insurance or condemnation proceeds are not otherwise required by the terms of any applicable loan documents to be applied to the restoration or rebuilding of such Real Estate); and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors Borrowers will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5during the existence of any Event of Default, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after regularly scheduled amortization payments owing to third parties and not any Affiliate or any Loan Party pursuant to agreements in place before the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan Indebtedness which would otherwise be expressly permitted by the terms of §Section 8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate other than a Collateral Property which is satisfied solely from the proceeds of a sale of the Real Estate other than a Collateral Property securing such Indebtedness; and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.. Section 8.10

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective its Subsidiaries to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of Default, or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness; provided, that the foregoing this (S)8.10 shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1(S)8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal prepayment of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; and (bz) modify any document evidencing any the prepayment of the Indebtedness (other than not exceeding $4,500,000.00 in principal amount) with respect to the Obligations) to accelerate Real Estate commonly known as Xxxxx Deer in connection with the maturity date redevelopment of such Indebtedness after the occurrence and during the continuance of an Event of Defaultproperty.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors Guarantor will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and Obligations, the Hedge Obligations (as defined in the Fleet Agreement) and the Obligations (as defined in the Fleet Agreement) after the occurrence and during the continuance of any Event of Default, or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness; providedPROVIDED, that the foregoing this ss.8.10 shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1ss.8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal prepayment of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; Indebtedness and (bz) modify any document evidencing any Indebtedness (prepayment or defeasances permitted under other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Defaultcredit facilities.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective its Subsidiaries to, (a) subject to §12.5during the existence of any Default or Event of Default, prepay, redeem, defease, purchase or otherwise retire (except for regularly scheduled installments of principal) the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan or other debt instrument which would otherwise be permitted by the terms of §8.18.2; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate (or the Equity Interests of the Single Asset Entity that owns such Real Estate) securing such IndebtednessIndebtedness or proceeds resulting from a casualty or condemnation relating to such Real Estate (and such insurance or condemnation proceeds are not otherwise required by the terms of any applicable loan documents to be applied to the restoration or rebuilding of such Real Estate); and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors No Subsidiary Guarantor will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5, voluntarily prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than that is junior in right of payment to the Obligations and Obligations, except in accordance with the Hedge Obligations after the occurrence and during the continuance of any Event of Defaultsubordination provisions applicable thereto; provided, that the foregoing shall not prohibit (x) any Permitted Refinancing Indebtedness, (y) the prepayment prepayment, redemption, defeasance or other retirement of Indebtedness which is financed solely from the proceeds of a new loan or external equity which would otherwise be permitted by the terms of §8.1; and (yz) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or external equity; and (b) modify any document evidencing any Indebtedness (other than that is junior in right of payment to the Obligations) Obligations to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5during the existence of any Default or Event of Default, prepay, redeem, defease, purchase or otherwise retire (except for regularly scheduled installments of principal) the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1; , and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or proceeds resulting from a casualty or condemnation relating to such Real Estate (and such insurance or condemnation proceeds are not otherwise required by the terms of any applicable loan documents to be applied to the restoration or rebuilding of such Real Estate); and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default. §8.10 [Intentionally Omitted.]

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective its Subsidiaries to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.18.1 and proceeds described in the following clause (y); and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale or other disposition of the Real Estate securing such Indebtedness; and (z) the prepayment or retirement of the Indebtedness due under the Grizzly Credit Agreement and the Fox Credit Agreement from the proceeds of the sale of the applicable Real Estate or the refinance of such Indebtedness; and (b) after the occurrence and during the continuance of an Event of Default, modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of DefaultIndebtedness.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will shall not, and will shall not permit their respective Subsidiaries any other Loan Party to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and or the Hedge Obligations obligations under the Existing Credit Agreement or any agreement evidencing other Unsecured Debt, as applicable, after the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §§ 8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; and (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5during the existence of any Event of Default, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1; and , (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness, and (z) the payment of regularly scheduled principal amortization payments (which obligation existed prior to the occurrence of such Event of Default); and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or require payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The No Subsidiary Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5, voluntarily prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than that is junior in right of payment to the Obligations and Obligations, except in accordance with the Hedge Obligations after the occurrence and during the continuance of any Event of Defaultsubordination provisions applicable thereto; provided, that the foregoing shall not prohibit (x) any Permitted Refinancing Indebtedness, (y) the prepayment prepayment, redemption, defeasance or other retirement of Indebtedness which is financed solely from the proceeds of a new loan or external equity which would otherwise be permitted by the terms of §8.1; and (yz) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or external equity; and (b) modify any document evidencing any Indebtedness (other than that is junior in right of payment to the Obligations) Obligations to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.. 60

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors Guarantor will not, and will not permit their respective its Subsidiaries to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.18.1 and proceeds described in the following clause (y); and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale or other disposition of the Real Estate securing such Indebtedness; and (z) the prepayment or retirement of the Indebtedness due under the Fox Credit Agreement from the proceeds of the sale of the applicable Real Estate or the refinance of such Indebtedness; and (b) after the occurrence and during the continuance of an Event of Default, modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of DefaultIndebtedness.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will shall not, and will shall not permit their respective Subsidiaries any other LoanTransaction Party to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and or the Hedge Obligations obligations under the Existing Credit Agreement or any agreement evidencing other Unsecured Debt, as applicable, after the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §§ 8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such Indebtedness; and (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower After the occurrence and continuance of an Event of Default, except as otherwise approved by Agent in order to cure such Event of Default, the Guarantors will not, and Credit Parties will not permit their respective Subsidiaries to, (a) subject to §12.5, voluntarily prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Material Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely primarily from the proceeds of a new loan or Equity Interests issued by Borrower or its Subsidiaries which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate (other than any Pool Properties) which is satisfied solely primarily from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or such Equity Interests; and (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of DefaultIndebtedness.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective its Subsidiaries to, (a) subject to §12.5, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.18.1 and proceeds described in the following clause (y); and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale or other disposition of the Real Estate securing such Indebtedness;; and (b) after the occurrence and during the continuance of an Event of Default, modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of DefaultIndebtedness.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors Borrowers will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5during the existence of any Event of Default, prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after regularly scheduled amortization payments owing to third parties and not any Affiliate or any Loan Party pursuant to agreements in place before the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely from the proceeds of a new loan Indebtedness which would otherwise be expressly permitted by the terms of §Section 8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate other than a Collateral Property which is satisfied solely from the proceeds of a sale of the Real Estate other than a Collateral Property securing such Indebtedness; and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors No Subsidiary Guarantor will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5, voluntarily prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than that is junior in right of payment to the Obligations and Obligations, except in accordance with the Hedge Obligations after the occurrence and during the continuance of any Event of Defaultsubordination provisions applicable thereto; provided, that the foregoing shall not prohibit (x) any Permitted Refinancing Indebtedness, (y) the prepayment prepayment, redemption, defeasance or other retirement of Indebtedness which is financed solely from the proceeds of a new loan or external equity which would otherwise be permitted by the terms of §8.1; and (yz) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or external equity; and (b) modify any document evidencing any Indebtedness (other than 100 that is junior in right of payment to the Obligations) Obligations to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

Restriction on Prepayment of Indebtedness. The No Subsidiary Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5, voluntarily prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than that is junior in right of payment to the Obligations and Obligations, except in accordance with the Hedge Obligations after the occurrence and during the continuance of any Event of Defaultsubordination provisions applicable thereto; provided, that the foregoing shall not prohibit (x) any Permitted Refinancing Indebtedness, (y) the prepayment prepayment, redemption, defeasance or other retirement of Indebtedness which is financed solely from the proceeds of a new loan or external equity which would otherwise be permitted by the terms of §8.1; and (yz) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or external equity; and (b) modify any document evidencing any Indebtedness (other than that is junior in right of payment NYDOCS03/1107437.11107437.2 to the Obligations) Obligations to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and Pledgor will not permit their respective Subsidiaries to, (a) subject to §12.5, voluntarily prepay, redeem, defease, purchase or otherwise retire the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any material Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of Default; provided, that the foregoing shall not prohibit (x) the prepayment of Indebtedness which is financed solely primarily from the proceeds of a new loan or external equity which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely primarily from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or external equity; and (z) the prepayment, redemption, defeasance, purchase, or retirement, in whole or in part, of any amounts whatsoever under or in respect of the Revolving Credit Facility in accordance with the terms thereof, and (b) modify any document evidencing any material Indebtedness (other than the Obligations) to accelerate the maturity date of such Indebtedness after the occurrence and during the continuance of an Event of Default.

Restriction on Prepayment of Indebtedness. The Borrower and the Guarantors will not, and will not permit their respective Subsidiaries to, (a) subject to §12.5during the existence of any Event of Default, prepay, redeem, defease, purchase or otherwise retire (except for regularly scheduled installments of principal) the principal amount or pay any termination, breakage or similar payments under Derivative Contractsamount, in whole or in part, of any Indebtedness other than the Obligations and the Hedge Obligations after the occurrence and during the continuance of any Event of DefaultObligations; provided, that the foregoing shall not prohibit (x) the 100 prepayment of Indebtedness which is financed solely from the proceeds of a new loan which would otherwise be permitted by the terms of §8.1; and (y) the prepayment, redemption, defeasance or other retirement of the principal of Indebtedness secured by Real Estate which is satisfied solely from the proceeds of a sale of the Real Estate securing such IndebtednessIndebtedness or proceeds resulting from a casualty or condemnation relating to such Real Estate (and such insurance or condemnation proceeds are not otherwise required by the terms of any applicable loan documents to be applied to the restoration or rebuilding of such Real Estate); and or (b) modify any document evidencing any Indebtedness (other than the Obligations) to accelerate the maturity date or required payments of principal of such Indebtedness after the occurrence and during the continuance existence of an Event of Default.