Common use of Voluntary Clause in Contracts

Voluntary. Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan Agreement, respectively.

Voluntary. Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Mortgage Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Mortgage Loan Agreement and Junior Mezzanine Loan Agreement, respectively.

Voluntary. Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Mortgage Loan and Junior Senior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Mortgage Loan Agreement and Junior Senior Mezzanine Loan Agreement, respectively.

Voluntary. Except as otherwise expressly permitted under this AgreementThe Borrower may, includingupon notice from the Borrower to the Administrative Agent, without limitation, Section 2.9 hereof, no voluntary prepayments, whether at any time or from time to time voluntarily prepay Loans in whole or in part, of the Loan part without premium or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty penalty; provided that (30i) (and not more than ninety (90)) days prior written notice (such notice being revocable or may must be modified received by Borrower on at least two the Administrative Agent not later than 12:00 noon (2A) three Business Days prior written notice to Lender provided Borrower pays all any date of Lender’s reasonable costs and expenses incurred in connection with the notice prepayment of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, Eurodollar Rate Loans and (B) Compensating Intereston the date of prepayment of Base Rate Loans; provided(ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, howeverin each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, and the Type(s) of Loans to be prepaid (provided that (y) if the Borrower does not specify the Loans to which such prepayment is to be applied, such prepayment shall be applied pro rata to all Loans outstanding on the date thereof and (z) if Eurodollar Rate Loans are to be prepaid, the Borrower shall not specify the Interest Period(s) of such Loans). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be required to pay any consentdue and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, processing, administrative or similar fee in connection together with any prepayment additional amounts required pursuant to this Section 2.6(a)3.05. As a condition Subject to any Section 2.17, each such prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory be applied to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis applicable Loans of the Lenders in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan Agreement, respectivelytheir respective Pro Rata Shares thereof.

Voluntary. Except as otherwise expressly permitted under this Agreement(i) The Borrower may, includingupon notice to the Administrative Agent, without limitation, Section 2.9 hereof, no voluntary prepayments, whether at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part, of part without premium or penalty; provided that (1) such notice must be received by the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender Administrative Agent not less later than thirty 11:00 a.m. (30New York City time) (and not more than ninety A) three (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (23) Business Days prior written to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share provided for under this Agreement. (ii) The Borrower may, upon notice to the Swing Line Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection (with a copy to the notice of prepaymentAdministrative Agent), at any time or from time to time, voluntarily prepay the Loan (i) on or before the Spread Maintenance Date, Swing Line Loans in whole or in part, with payment part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the date of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amountprepayment, and (ii2) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any such prepayment shall include be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender prepayment under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicableSection 2.05(a)(i) or swap contract entered into in connection with 2.05(a)(ii) if such prepayment would have resulted from a refinancing of the Loanapplicable Facility, and (B) Compensating Interest; provided, however, Borrower which refinancing shall not be required consummated or shall otherwise be delayed. Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to pay any consent, processing, administrative or similar fee in connection with any prepayment the remaining scheduled installments of principal thereof pursuant to this Section 2.6(a). As 2.07(a) in a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that manner determined at the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms discretion of the Senior Mezzanine Loan Agreement Borrower and Junior Mezzanine Loan Agreementspecified in the notice of prepayment (and absent such direction, respectivelyin direct order of maturity).

Voluntary. Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously is being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan Agreement, respectively.

Voluntary. Except as otherwise expressly permitted under this Agreement(i) The Borrower may, includingupon notice to the Administrative Agent, without limitation, Section 2.9 hereof, no voluntary prepayments, whether at any time or from time to time voluntarily prepay Loans of any Class in whole or in partpart without premium or penalty; provided, that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $10,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the Loan or any other amount at any time of such Lender’s Applicable Class Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and owing under this Agreement can payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be made accompanied by Borrower all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.07(b) or any other Person without Section 3.05. Each such prepayment shall be applied to the express prior written consent Loans of Lender, and Lender shall have no obligation to accept any prepayment except when made the applicable Class of the Lenders in accordance with their respective Applicable Class Percentages. (1) If the terms hereof. Borrower may, on makes a prepayment of any Business Day at its option and upon giving Lender not less than thirty (30Term Loan pursuant to Section 2.03(a) (and not more than ninety (90)or Section 2.03(b)(i) days prior written notice (such notice being revocable in connection with a Repricing Transaction or may be modified by Borrower on at least two (2) Business Days prior written notice the Term Loans are otherwise subject to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Datea Repricing Transaction, in whole or each case, the Borrower shall pay a premium in part, with payment respect of the Spread Maintenance Premium on principal amount of Term Loans that portion of the Loan which exceeds are subject to such prepayment or Repricing Transaction in an amount equal to 1.00% of such principal amount if such prepayment or Repricing Transaction occurs prior to the Free Prepayment Amount, and (ii) after first anniversary of the Spread Maintenance Closing Date, in whole or in part, without payment of any premium, fee or penalty. Any Each such prepayment shall include be applied to the payment Loans of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and applicable Class of the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis Lenders in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan Agreement, respectivelytheir respective Applicable Class Percentages.

Voluntary. (i) Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, may on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice notice, prepay the Loan (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan ) (iA) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment AmountPremium, and (iiB) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A1) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B2) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior each Other Mezzanine Loan and Junior Mezzanine the Mortgage Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Senior related Other Mezzanine Loan Agreement Documents and Junior Mezzanine the Mortgage Loan Documents, respectively. Notwithstanding the foregoing to the contrary, no prepayment shall be permitted on any day during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the Determination Date occurring in such calendar month. (ii) Notwithstanding anything contained herein to the contrary, in connection with any release of one or more Individual Properties (and the related Collateral, as applicable) in accordance with this Agreement, respectivelyBorrower shall be permitted to prepay the Loan, at any time or times prior to the Spread Maintenance Date without any Spread Maintenance Premium, in an aggregate amount not to exceed forty percent (40%) of the original principal balance of the Loan (the “Free Prepayment Amount”), provided (A) there is no Event of Default continuing as of the date of the applicable prepayment, and (B) Borrower otherwise complies with this Section 2.6.

Voluntary. Except as otherwise expressly permitted under this AgreementEach Borrower may, includingupon notice (a “Prepayment Notice”) from the Company to the Administrative Agent, without limitationat any time or from time to time, Section 2.9 hereof, no voluntary prepayments, whether voluntarily prepay Term Loans and Revolving Credit Loans in whole or in partpart and, of the Loan except as set forth below, without premium or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty penalty; provided that (30i) (and not more than ninety (90)) days prior written notice (such notice being revocable or may must be modified received by Borrower on at least two the Administrative Agent not later than 11:00 a.m. (2A) three Business Days prior written notice to Lender provided Borrower pays all any date of Lender’s reasonable costs prepayment of Revolving Credit Loans that are LIBOR Rate Loans denominated in Dollars, (B) five Business Days prior to any date of prepayment of Revolving Credit Loans that are LIBOR Rate Loans denominated in Yen, (C) one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans and expenses incurred in connection with the notice (D) five Business Days prior to any date of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment prepayment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and Term Loans; (ii) after the Spread Maintenance Dateany prepayment of LIBOR Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of LIBOR Rate Loans denominated in Yen shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in whole or each case, the entire principal amount thereof then outstanding. Each Prepayment Notice shall specify the date (the “Prepayment Date”) and amount (the “Prepayment Amount”) of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each Prepayment Notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in part, without payment respect of any premium, fee or penaltythe relevant Facility). Any prepayment of a LIBOR Rate Loan shall include be accompanied by all accrued interest on the payment of all amount prepaid, together with any additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan Agreement, respectively.Section

Voluntary. Except as otherwise expressly permitted under this AgreementThe Borrower from time to time may prepay its Revolving ---------- Credit Loans, includingthe Swing Line Loans, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance DateTerm Loans, in whole or in part, without payment of any premium, fee premium or penalty. Any , upon irrevocable written notice to the Agent given at least as early before the proposed date of such prepayment shall include as the payment corresponding time specified in Section 2.3(a) hereof for notice of all additional amounts required the borrowing of a Revolving Credit Loan of the loan type to be paid by Borrower and all other amounts owing by Borrower to Lender under prepaid, specifying the Note, this Agreement date of prepayment and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with amount of the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interestprepayment; provided, however, Borrower shall that -------- ------- (i) the entire Aggregate Revolving Credit Commitment may not be required terminated (although all Revolving Credit Loans may be paid off in full) while any Term Loan remains outstanding, (ii) except for prepayments necessitated by Section 8.6(b) hereof, each partial prepayment of the Revolving Credit Loans or Swing Line Loans shall be in an amount not less than $500,000 or any integral multiple of $100,000 in excess thereof, (iii) except for prepayments necessitated by the Borrower's election to pay reduce the Aggregate Revolving Credit Commitment pursuant to Section 2.4 hereof, without the prior written approval of the Required Banks, the Borrower may not prepay any consentTerm Loan unless all Revolving Credit Loans have been paid off in full and the Aggregate Revolving Credit Commitment terminated, processing(iv) the Borrower may not prepay any Fixed Rate Loan prior to the last day of the Interest Period, administrative or similar fee Swing Line Interest Period, as the case may be, therefor. To the extent possible, the Borrower shall, in connection with any voluntary prepayment, prepay Prime Rate Loans first and Fixed Rate Loans second. Any prepayment pursuant of Fixed Rate Loans shall be subject to this Section 2.6(a)2.11 hereof. As If any notice of prepayment is given, the amount specified in such notice shall be due and payable in the manner and by the time provided in Section 3.2 hereof on the date specified in such notice, together with accrued interest thereon to such date as provided in Section 2.2(c) hereof. Any such prepayment of a condition Revolving Credit Loan may be reborrowed, subject to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms and conditions of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan this Agreement, respectivelyfrom time to time. Any prepayment of a Term Loan may not be reborrowed.

Voluntary. (i) Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, may on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice notice, prepay the Loan (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan ) (iA) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment AmountPremium, and (iiB) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A1) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B2) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior each Other Mezzanine Loan and Junior Mezzanine the Mortgage Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Senior related Other Mezzanine Loan Agreement Documents and Junior Mezzanine the Mortgage Loan Documents, respectively. Notwithstanding the foregoing to the contrary, no prepayment shall be permitted on any day during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the Determination Date occurring in such calendar month. (ii) Notwithstanding anything contained herein to the contrary, in connection with any release of one or more Individual Properties (and the related Collateral, as applicable) in accordance with this Agreement, respectivelyBorrower shall be permitted to prepay the Loan, at any time or times prior to the Spread Maintenance Date without any Spread Maintenance Premium, in an amount not to exceed forty percent (40%) of the original principal balance of the Loan (the “Free Prepayment Amount”), provided (A) there is no Event of Default continuing as of the date of the applicable prepayment, and (B) Borrower otherwise complies with this Section 2.6.

Voluntary. Except as otherwise expressly permitted under this AgreementEach Borrower from time to time may prepay its Revolving ---------- Credit Loans, includingSwing Line Loans, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance DateTerm Loans, in whole or in part, without payment of any premium, fee premium or penalty. Any , upon irrevocable written notice to the Agent given at least as early before the proposed date of such prepayment shall include as the payment corresponding time specified in Section 2.3(a) hereof for notice of all additional amounts required the borrowing of a Revolving Credit Loan of the loan type to be paid by Borrower and all other amounts owing by Borrower to Lender under prepaid, specifying the Note, this Agreement date of prepayment and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with amount of the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interestprepayment; provided, however, Borrower shall that (i) the entire -------- ------- Aggregate Revolving Credit Commitment may not be required terminated (although all Revolving Credit Loans may be paid off in full) while any Term Loan remains outstanding, (ii) except for prepayments necessitated by Section 8.6(b) hereof, each partial prepayment of the Revolving Credit Loans or Swing Line Loans shall be in an amount not less than $500,000 or any integral multiple of $100,000 in excess thereof, (iii) except for prepayments necessitated by the Borrowers' election to pay reduce the Aggregate Revolving Credit Commitment pursuant to Section 2.4 hereof, without the prior written approval of the Required Banks, neither Borrower may prepay any consentTerm Loan unless all Revolving Credit Loans have been paid off in full and the Aggregate Revolving Credit Commitment terminated, processing(iv) neither Borrower may prepay any Fixed Rate Loan prior to the last day of the Interest Period, administrative or similar fee Swing Line Interest Period, as the case may be, therefor. To the extent possible, the Borrowers shall, in connection with any voluntary prepayment, prepay Prime Rate Loans first and Fixed Rate Loans second. Any prepayment pursuant of Fixed Rate Loans shall be subject to this Section 2.6(a)2.11 hereof. As If any notice of prepayment is given, the amount specified in such notice shall be due and payable in the manner and by the time provided in Section 3.2 hereof on the date specified in such notice, together with accrued interest thereon to such date as provided in Section 2.2(c) hereof. Any such prepayment of a condition Revolving Credit Loan may be reborrowed, subject to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms and conditions of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan this Agreement, respectivelyfrom time to time. Any prepayment of a Term Loan may not be reborrowed.

Voluntary. Except as otherwise expressly permitted under this Agreement(i) The Borrower may, includingupon notice to the Administrative Agent, without limitationat any time or from time to time, Section 2.9 hereof, no voluntary prepayments, whether voluntarily prepay the Committed Loans or the Term Loans in whole or in partpart without premium or penalty other than as provided in Section 3.05; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof or, of in each case, if less, the Loan or any other entire principal amount thereof then outstanding; and (D) at any time there is more than one tranche of Term Loans outstanding as a result of an Accordion Advance, any prepayment of the Term Loans shall be applied to all outstanding Term Loans on a pro rata basis. Each such notice shall specify (w) the date and amount of such prepayment, (x) whether the Loan to be prepaid is a Committed Loan, a portion of the Term Loans or other Borrowing, if applicable, (y) the Type(s) of Loans to be prepaid, and (z) if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and owing under this Agreement can be made by Borrower or any other Person without payable on the express prior written consent of Lenderdate specified therein. Subject to Section 2.16, and Lender shall have no obligation to accept any prepayment except when made of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with the terms hereof. their respective Applicable Percentages. (ii) The Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to the Swing Line Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection (with a copy to the notice of prepaymentAdministrative Agent), at any time or from time to time, voluntarily prepay the Loan (i) on or before the Spread Maintenance Date, Swing Line Loans in whole or in part, with payment part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amountprepayment, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any such prepayment shall include be in a 8884322.11 minimum principal amount of $10,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Borrower shall make such prepayment and the payment of all additional amounts required to amount specified in such notice shall be paid by Borrower due and all other amounts owing by Borrower to Lender under payable on the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan Agreement, respectivelydate specified therein.

Voluntary. Except as otherwise expressly permitted (I) Borrower shall have the option to prepay all, but not less than all of the Term Loans advanced by Bank under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, provided Borrower (a) delivers written notice to Bank of its election to prepay the Loan or any other amount Term Loans at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty least five (30) (and not more than ninety (90)5) days prior written notice to such prepayment (or such notice being revocable or may be modified shorter period as agreed by Borrower Bank) and (b) pays, on at least two the date of such prepayment, (2i) Business Days prior written notice all outstanding principal, plus accrued and unpaid interest with respect to Lender provided Borrower pays the Term Loans, (ii) the Final Payment, (iii) the Prepayment Fee and (iv) all of Lender’s reasonable costs other sums, if any, that shall have become due and expenses incurred payable hereunder in connection with the Term Loans. (II) Notwithstanding anything herein to the contrary, upon the occurrence of the Liquidity Trigger, Borrower shall have the option to prepay the Term Loans, provided Borrower (a) delivers written notice to Bank of prepaymentits election to prepay the Term Loans no later than five (5) days after the Liquidity Trigger and at least five (5) days prior to such prepayment (or such shorter period as agreed by Bank), prepay (b) prepays such part of the Loan Term Loans in a denomination that is a whole number multiple of Fifteen Million Dollars ($15,000,000) (or if the total outstanding Obligations are a lesser amount, then such lesser amount), and (c) pays, on the date of such prepayment, (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal outstanding principal, plus accrued and unpaid interest with respect to the Free Prepayment Amountportion of such Term Loans being prepaid, and (ii) after the Spread Maintenance Date, in whole or in part, without payment applicable Final Payment with respect to the portion of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitationsuch Term Loans being prepaid, (Aiii) any Breakage Costs incurred by Lender in connection the Prepayment Fee with respect to the cancellation or termination portion of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interestsuch Term Loans being prepaid; provided, however, Borrower that such Prepayment Fee shall not be required apply pro-rata only to pay any consentprepaid amounts in excess of Fifteen Million Dollars ($15,000,000), processingand (iv) all other sums, administrative or similar fee if any, that shall have become due and payable hereunder in connection with respect to the portion of such Term Loans being prepaid. For the purposes of clarity, any partial prepayment pursuant shall be applied pro-rata to this all outstanding amounts under each Term Loan, and shall be applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid 2.1.1(b) on a pro-rata basis in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan Agreement, respectivelybasis.”

Voluntary. Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any Borrower from time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or time may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on Revolving ---------- Credit Loans, the Swing Line Loans, or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance DateTerm Loans, in whole or in part, without payment of any premium, fee premium or penalty. Any , upon irrevocable written notice to the Agent given at least as early before the proposed date of such prepayment shall include as the payment corresponding time specified in Section 2.3(a) hereof for notice of all additional amounts required the borrowing of a Revolving Credit Loan of the loan type to be paid by Borrower and all other amounts owing by Borrower to Lender under prepaid, specifying the Note, this Agreement date of prepayment and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with amount of the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interestprepayment; provided, however, Borrower shall that (i) the entire Aggregate Revolving Credit -------- ------- Commitment may not be required terminated (although all Revolving Credit Loans may be paid off in full) while any Term Loan remains outstanding, (ii) except for prepayments necessitated by Section 8.6(b) hereof, each partial prepayment of the Revolving Credit Loans or Swing Line Loans shall be in an amount not less than $500,000 or any integral multiple of $100,000 in excess thereof, (iii) except for prepayments necessitated by Borrower's election to pay reduce the Aggregate Revolving Credit Commitment pursuant to Section 2.4 hereof, without the prior written approval of the Required Banks, Borrower may not prepay any consentTerm Loan unless all Revolving Credit Loans have been paid off in full and the Aggregate Revolving Credit Commitment terminated, processing(iv) Borrower may not prepay any Fixed Rate Loan prior to the last day of the Interest Period, administrative or similar fee Swing Line Interest Period, as the case may be, therefor. To the extent possible, Borrower shall, in connection with any voluntary prepayment, prepay Prime Rate Loans first and Fixed Rate Loans second. Any prepayment pursuant of Fixed Rate Loans shall be subject to this Section 2.6(a)2.11 hereof. As If any notice of prepayment is given, the amount specified in such notice shall be due and payable in the manner and by the time provided in Section 3.2 hereof on the date specified in such notice, together with accrued interest thereon to such date as provided in Section 2.2(c) hereof. Any such prepayment of a condition Revolving Credit Loan may be reborrowed, subject to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms and conditions of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan this Agreement, respectivelyfrom time to time. Any prepayment of a Term Loan may not be reborrowed.

Voluntary. Except as otherwise expressly permitted under this Agreement(i) The Borrower may, includingupon notice to the Administrative Agent, without limitationat any time or from time to time, Section 2.9 hereof, no voluntary prepayments, whether voluntarily prepay the Committed Loans or the Term A Loan in whole or in partpart without premium or penalty other than as provided in Section 3.05; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (w) the date and amount of such prepayment, (x) whether the Loan to be prepaid is a Committed Loan, a portion of the Term A Loan or other Borrowing, if applicable, (y) the Type(s) of Loans to be prepaid, and (z) if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ratable portion of such prepayment (based on such Lender's Applicable Percentage). If such notice is given, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, any other prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. All prepayments of the Term A Loan under this clause (i) shall be applied to the principal repayment installments thereof in inverse order of maturity. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lenderfrom time to time, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), voluntarily prepay the Loan (i) on or before the Spread Maintenance Date, Swing Line Loans in whole or in part, with payment part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amountprepayment, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any such prepayment shall include be in a minimum principal amount of $10,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Borrower shall make such prepayment and the payment of all additional amounts required to amount specified in such notice shall be paid by Borrower due and all other amounts owing by Borrower to Lender under payable on the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan Agreement, respectivelydate specified therein.

Voluntary. Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or The Company may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Daterepay, in whole or in part, with payment the outstanding principal amount of the Spread Maintenance Premium Loans at any time and from time to time on that portion the following terms and conditions: (i) the Company shall give the Administrative Agent and the Note Purchaser prior to 12:00 Noon (New York time) at least one Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans and the amount of such prepayment to be prepaid, which notice the Administrative Agent shall promptly transmit to each of the Lenders. If the Additional Note and Additional Senior Loan have been repaid in full, together with accrued interest, the Company may give the Administrative Agent and the Note Purchaser prior to 12:00 Noon (New York time) at least one Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Term Loan and Original Senior Note and the amount of such prepayment to be prepaid, which exceeds an amount equal notice the Administrative Agent shall promptly transmit to each of the Free Prepayment Amount, and Lenders (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include be made first of the payment of all additional amounts required to Additional Loan and Additional Senior Note and shall be paid by Borrower made on a pro rata basis among the Additional Loan and all other amounts owing by Borrower to Lender under the Additional Senior Note, this Agreement and with respect to the Additional Loan, shall be applied pro rata among the Lenders that made such Additional Loan; after repayment in full of the Additional Loan, any prepayment shall be made on a pro rata basis between the Term Loan and the other Loan DocumentsOriginal Senior Note, including, without limitation, (A) any Breakage Costs incurred by Lender in connection and with respect to each prepayment of the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Term Loan, shall be applied pro rata among the Lenders that made such Term Loan; (iii) all notice of voluntary prepayments, once given to the Administrative Agent and Note Purchaser, shall be irrevocable; and (Biv) Compensating Interest; providedonce prepaid, however, Borrower shall any Loan (and the amount so repaid under any Note and Senior Note) may not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan Agreement, respectivelyreborrowed.

Voluntary. Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Mortgage Loan and Junior Mezzanine Loan are simultaneously is being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Mortgage Loan Agreement, respectively.

Voluntary. Except as otherwise expressly permitted under this Agreement(i) The Borrower may, includingupon irrevocable (subject to clause (ii) below) written notice to the Administrative Agent and the Collateral Agent by the Borrower, without limitation, Section 2.9 hereof, no voluntary prepayments, whether at any time or from time to time voluntarily prepay the Loans in whole or in partpart (subject, in each case, to the notice and other requirements of Section 2.03(a)(iii)); provided that (1) such notice must be received by the Loan or any other amount at any Administrative Agent and the Collateral Agent not later than 1:00 p.m. New York City time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any one (1) Business Day at its option prior to any on the date of prepayment of any Loans and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written any prepayment of Loans shall be in a minimum principal amount of $500,000, or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice to Lender provided Borrower pays all shall specify the date and amount of Lender’s reasonable costs such prepayment and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any whether such prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee is being made in connection with any refinancing transaction (and, if so, shall provide reasonable detail regarding such transaction). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of each Class of Loans being prepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. In the case of each prepayment of the Loans pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a2.03(a), Borrower such payment shall have delivered evidence satisfactory be applied pro rata as between the Class A Loans and Class B Loans outstanding at such time, and such payment shall be paid to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis applicable Lenders in accordance with their respective Pro Rata Shares of each such Class of Loans. (ii) The Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment was to be made using the terms proceeds of a financing transaction and such financing transaction is cancelled or otherwise delayed. (iii) In the event that the Borrower voluntarily prepays Term Loans, the Borrower shall also pay all outstanding Administrative Expenses owing to the Agents and shall pay to the Collateral Agent, for the ratable account of each of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan Agreementapplicable Lenders, respectivelythe Make-Whole Amount; provided that no Make-Whole Amount shall be due if such voluntary prepayment occurs following the date that is eight years following the Restatement Closing Date. (iv) Prepayments of Loans pursuant to this Section 2.03(a) shall not be subject to the Priority of Payments.

Voluntary. Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Mortgage Loan and Junior Mezzanine Loan are simultaneously is being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Mortgage Loan Agreement, respectively.

Voluntary. Except The Borrower may prepay without premium or penalty (subject to Section 9.1 below) and in whole or in part any Borrowing of (i) Tranche Rate Loans at any time upon three (3) Business Days prior notice by the Borrower to the Administrative Agent or (ii) in the case of a Borrowing of Base Rate Loans or Swing Loans bearing interest at the Swing Line Lender’s Quoted Rate, notice delivered by the Borrower to the Administrative Agent no later than 2:00 p.m. on the date of prepayment (or, in any case, such shorter time period then agreed to by the Administrative Agent), such prepayment to be made by the payment of the principal amount to be prepaid and, in the case of any Tranche Rate Loans, accrued interest thereon to the date fixed for prepayment plus any amounts due the Lenders under Section 9.1; provided, however, the Borrower may not partially repay a Borrowing (i) if such Borrowing is of Base Rate Loans (other than a Swing Loan), in a principal amount less than $250,000, (ii) if such Borrowing is of Tranche Rate Loans, in a principal amount less than $500,000 and (iii) in each case, unless it is in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.6 remains outstanding. The Administrative Agent shall promptly advise each Lender of any notice of prepayment by the Borrower. Each prepayment of the Term Loans made by or on behalf of the Borrower pursuant to this Section 2.8(a) shall be applied as otherwise expressly permitted under directed by the Borrower (and absent such direction, in direct order of maturity). The amount of any voluntary prepayment of any Incremental Term Loans shall be applied as directed by the Borrower (and absent such direction, in direct order of maturity). Any notice given by the Borrower in accordance with this AgreementSection 2.8(a) may state that such prepayment is conditioned upon the consummation of a refinancing, includingreplacement or repayment, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due Loans and owing under this Agreement can that absent such consummation the proposed prepayment will be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided, however, Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a). As a condition to any prepayment contemplated by this Section 2.6(a), Borrower shall have delivered evidence satisfactory to Lender that the Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Loan Agreement and Junior Mezzanine Loan Agreement, respectivelyrescinded.