Common use of Optional Prepayment of Term Loan Clause in Contracts

Optional Prepayment of Term Loan. The Borrower may, at its option, permanently prepay, at any time during the term of this Agreement the Term Loan or any portion thereof but in minimum amounts of no less than Five Hundred Thousand Dollars ($500,000), subject to the following conditions: (i) not less than ten (10) days prior to the date upon which the Borrower desires to make any such prepayment, Borrower shall deliver to the Administrative Agent a written notice of its intention to prepay all or such portion of the Term Loan, which notice shall be revocable (provided, that any and all costs or expenses incurred or suffered by the Administrative Agent and the Lenders as a result of the revocation of notice by the Borrower shall be borne solely by the Borrower) and state the amount of the prepayment and the prepayment date, (ii) the Borrower shall pay (A) in the case of a prepayment of the entire Term Loan with the proceeds received from a Change in Control or a refinancing from a Person not an Affiliate of the Borrower or any of its Affiliates, the Prepayment Premium (in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result of such prepayment), (B) any amount due pursuant to Section 3.4 hereof, (C) any amounts due in connection with such prepayment under any Hedging Agreement, and (D) all liabilities, including any applicable swap or hedging breakage or termination fee, if any, in connection with any Hedging Agreement; provided, however, no Prepayment Premium shall be required or due in the event of a prepayment of the Term Loan or any portion thereof (x) with the proceeds received by Borrower from a HUD Financing, or (y) by Borrower outside the amortization schedule in Section 2.1(b). Any such Prepayment Premium shall constitute a part of the Liabilities and be secured by the Collateral. Prepayments of the Term Loan shall be applied against installments payable pursuant to Section 2.1(b) in the inverse order of maturity. The parties agree that the Prepayment Premium is not a penalty. BORROWER HEREBY EXPRESSLY ACKNOWLEDGES THAT SUCH PREPAYMENT PREMIUM IS REASONABLE AND WILL FAIRLY COMPENSATE THE LENDERS FOR ANY COSTS AND CHARGES INCURRED BY LENDERS AS A RESULT OF THE PREPAYMENT OF ALL OR ANY PORTION OF THE TERM LOAN. BORROWER ACKNOWLEDGES THAT THE INCLUSION OF THIS AGREEMENT TO PAY THE PREPAYMENT PREMIUM FOR THE RIGHT TO PREPAY ALL OR ANY PORTION OF THE TERM LOAN WAS SEPARATELY NEGOTIATED WITH ADMINISTRATIVE AGENT AND LENDERS, THAT THE ECONOMIC VALUE OF THE VARIOUS ELEMENTS OF THIS AGREEMENT WERE DISCUSSED, THAT THE CONSIDERATION GIVEN BY BORROWER FOR THE TERM LOAN WAS ADJUSTED TO REFLECT THE SPECIFIC AGREEMENT NEGOTIATED AMONG BORROWER, ADMINISTRATIVE AGENT AND LENDERS AND CONTAINED IN THIS SECTION.

Optional Prepayment of Term Loan. The Borrower may, at its option, permanently prepay, may at any time during the term of this Agreement the Term Loan or any portion thereof and from time to time prepay all but in minimum amounts of no less than Five Hundred Thousand Dollars ($500,000), subject to the following conditions: (i) not less than ten (10) days prior to all of the date upon which the Borrower desires to make any such prepayment, Borrower shall deliver to the Administrative Agent a written notice of its intention to prepay all or such portion outstanding principal balance of the Term Loan, upon irrevocable notice delivered to the Bank no later than 10:00 A.M., Eastern time, three (3) Business Days prior thereto, which notice shall be revocable (provided, that any specify the date and all costs or expenses incurred or suffered by the Administrative Agent and the Lenders as a result of the revocation of notice by the Borrower shall be borne solely by the Borrower) and state the amount of the proposed prepayment. If such prepayment occurs on or prior to the First Anniversary and is at Borrower’s election or at Bank’s election due to the prepayment dateoccurrence and continuance of an Event of Default, (ii) the Borrower shall pay (A) to Bank, in addition to the case payment of any other expenses or fees then-owing, a prepayment premium in an amount equal to one percent (1.00%) of the entire Term Loan with the proceeds received from a Change in Control or a refinancing from a Person not an Affiliate of the Borrower or any of its Affiliates, the Prepayment Premium (in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result of such prepayment), (B) any amount due pursuant to Section 3.4 hereof, (C) any amounts due in connection with such prepayment under any Hedging Agreement, and (D) all liabilities, including any applicable swap or hedging breakage or termination fee, if any, in connection with any Hedging Agreement; provided, however, no Prepayment Premium shall be required or due in the event of a prepayment principal balance of the Term Loan (i.e. Two Hundred Sixty Nine Thousand Dollars ($269,000)). No prepayment premium shall in any event be charged if the credit facility hereunder is replaced with a new facility from another division of Silicon Valley Bank. In addition, if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. After the First Anniversary, Borrower may at any time and from time to time prepay all or any portion thereof (x) with the proceeds received by Borrower from a HUD Financing, or (y) by Borrower outside the amortization schedule in Section 2.1(b). Any such Prepayment Premium shall constitute a part of the Liabilities and be secured by the Collateral. Prepayments of the Term Loan without any prepayment premium or penalty, upon irrevocable notice delivered to the Bank no later than 10:00 A.M., Eastern time, three (3) Business Days prior thereto, which notice shall specify the date and amount of the proposed prepayment (which, if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing, such notice of prepayment may be revoked if the financing is not consummated).” 3 The Loan Agreement shall be applied against installments payable pursuant to amended by deleting the following text appearing as Section 2.1(b2.3(a)(ii) in the inverse order of maturity. The parties agree that the Prepayment Premium is not a penalty. BORROWER HEREBY EXPRESSLY ACKNOWLEDGES THAT SUCH PREPAYMENT PREMIUM IS REASONABLE AND WILL FAIRLY COMPENSATE THE LENDERS FOR ANY COSTS AND CHARGES INCURRED BY LENDERS AS A RESULT OF THE PREPAYMENT OF ALL OR ANY PORTION OF THE TERM LOAN. BORROWER ACKNOWLEDGES THAT THE INCLUSION OF THIS AGREEMENT TO PAY THE PREPAYMENT PREMIUM FOR THE RIGHT TO PREPAY ALL OR ANY PORTION OF THE TERM LOAN WAS SEPARATELY NEGOTIATED WITH ADMINISTRATIVE AGENT AND LENDERS, THAT THE ECONOMIC VALUE OF THE VARIOUS ELEMENTS OF THIS AGREEMENT WERE DISCUSSED, THAT THE CONSIDERATION GIVEN BY BORROWER FOR THE TERM LOAN WAS ADJUSTED TO REFLECT THE SPECIFIC AGREEMENT NEGOTIATED AMONG BORROWER, ADMINISTRATIVE AGENT AND LENDERS AND CONTAINED IN THIS SECTION.thereof:

Optional Prepayment of Term Loan. The Borrower may, at its option, permanently prepay, shall have the right at any time during to prepay the term of this Agreement Term Notes on or before the Term Loan Maturity Date, as a whole, or any portion thereof but in minimum amounts of no part, upon not less than Five Hundred Thousand Dollars five ($500,000), subject 5) Business Days prior written notice to the following conditions: Agent (the "Prepayment Notice"); provided that (i) each partial prepayment shall be in the principal amount of $500,000 or an integral multiple thereof and (ii) each partial prepayment shall be allocated among the Lenders, in proportion, as nearly as practicable, to the respective outstanding amount of each Lender's Term Note, with adjustments, to the extent practicable, to equalize any prior prepayments not less than ten (10) days prior exactly in proportion. Any prepayment of principal of the Term Loan pursuant to this ss.2.4 shall include all interest accrued to the date upon which of prepayment plus the Borrower desires to make any such prepayment, Borrower shall deliver to the Administrative Agent a written notice of its intention to prepay all or such portion of the Term Loan, which notice shall be revocable Make-Whole Amount (provided, that any and all costs or expenses incurred or suffered by the Administrative Agent and the Lenders as a result of the revocation of notice by the Borrower shall be borne solely by the Borrower) and state the amount of the prepayment and the prepayment date, (ii) the Borrower shall pay (A) in the case of a prepayment of the entire Term Loan with the proceeds received from a Change in Control or a refinancing from a Person not an Affiliate of the Borrower or any of its Affiliates, the Prepayment Premium (in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result of such prepaymenthereinafter defined), (B) any amount due pursuant to Section 3.4 hereof, (C) any amounts due in connection with such prepayment under any Hedging Agreement, and (D) all liabilities, including any applicable swap or hedging breakage or termination fee, if any, in connection with any Hedging Agreement; provided, however, no Prepayment Premium shall be required or due in the event of a prepayment of the Term Loan or any portion thereof (x) with the proceeds received by Borrower from a HUD Financing, or (y) by Borrower outside the amortization schedule in Section 2.1(b). Any such Prepayment Premium shall constitute a part of the Liabilities and be secured by the Collateral. Prepayments of the Term Loan shall be applied against the scheduled installments payable pursuant to Section 2.1(b) of principal due on the Term Loan in the inverse order of maturity. The parties agree that Notwithstanding the foregoing, upon (a) a "Change of Control" (as defined in the Indenture as in effect on the date hereof) or (b) a sale by (i) the Corporate Guarantor or one or more of its subsidiaries of a majority of the partnership interests of the Borrower or (ii) the Borrower of all or substantially all of its assets, the Borrower shall pay, in lieu of and not in addition to the Make-Whole Amount, a premium on any prepayment made in connection therewith (a "Prepayment Premium") in an amount determined in accordance with the percentages set forth in the following table opposite the period during which such prepayment is made: @@ Period Prepayment Premium is not Closing Date through first anniversary thereof 5% of amount prepaid First anniversary of Closing Date through second anniversary of Closing Date 4% of amount prepaid Second anniversary of Closing Date through third anniversary of Closing Date 3% of amount prepaid Third anniversary of Closing Date through fourth anniversary of Closing Date 2% of amount prepaid Fourth anniversary of Closing Date through fifth anniversary of Closing Date 1% of amount prepaid Thereafter -0- @@ The Prepayment Notice shall specify the prepayment date, the aggregate principal amount of the Term Notes to be prepaid on such date, the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a penaltycertificate of a Chief Financial Officer of the Borrower as to the estimated Make-Whole Amount or Prepayment Premium, as the case may be, due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. BORROWER HEREBY EXPRESSLY ACKNOWLEDGES THAT SUCH PREPAYMENT PREMIUM IS REASONABLE AND WILL FAIRLY COMPENSATE THE LENDERS FOR ANY COSTS AND CHARGES INCURRED BY LENDERS AS A RESULT OF THE PREPAYMENT OF ALL OR ANY PORTION OF THE TERM LOAN. BORROWER ACKNOWLEDGES THAT THE INCLUSION OF THIS AGREEMENT TO PAY THE PREPAYMENT PREMIUM FOR THE RIGHT TO PREPAY ALL OR ANY PORTION OF THE TERM LOAN WAS SEPARATELY NEGOTIATED WITH ADMINISTRATIVE AGENT AND LENDERS, THAT THE ECONOMIC VALUE OF THE VARIOUS ELEMENTS OF THIS AGREEMENT WERE DISCUSSED, THAT THE CONSIDERATION GIVEN BY BORROWER FOR THE TERM LOAN WAS ADJUSTED TO REFLECT THE SPECIFIC AGREEMENT NEGOTIATED AMONG BORROWER, ADMINISTRATIVE AGENT AND LENDERS AND CONTAINED IN THIS SECTIONNo amount repaid with respect to the Term Loan may be reborrowed.