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 Mortgage Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the 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 Mortgage Senior Mezzanine Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Mortgage 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 Mortgage Loan and Junior Senior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the 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 Mortgage 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 Mortgage Loan Agreement and Junior Mezzanine Loan Agreement, respectivelytheir respective Pro Rata Shares thereof.

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 each Other Mezzanine Loan and the Mortgage Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the related Other Mezzanine Loan Documents and the Mortgage Loan Agreement and Junior Mezzanine Loan AgreementDocuments, 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.

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 Mortgage Loan and Junior Senior Mezzanine Loan are simultaneously is being prepaid on a pro-rata basis in accordance with the terms of the Mortgage Loan Agreement and Junior Senior 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 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 Mortgage Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms and conditions of the Mortgage 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 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 Mortgage Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms and conditions of the Mortgage 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, 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 Mortgage Loan and Junior Mezzanine Loan are simultaneously is being prepaid on a pro-rata basis in accordance with the terms of the 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 Mortgage Loan and Junior Mezzanine Loan are simultaneously is being prepaid on a pro-rata basis in accordance with the terms of the Mortgage Loan Agreement and Junior Mezzanine Loan Agreement, respectively.

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 Mortgage Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms and conditions of the Mortgage Loan Agreement and Junior Mezzanine Loan this Agreement, respectivelyfrom time to time. Any prepayment of a Term Loan may not be reborrowed.

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 Mortgage Loan and Junior Mezzanine Loan are simultaneously being prepaid on a pro-rata basis in accordance with the terms of the Mortgage Loan Agreement and Junior Mezzanine Loan Agreement, respectivelyrescinded.