Common use of BORROWER'S RIGHT TO PREPAY Clause in Contracts

BORROWER'S RIGHT TO PREPAY. Each Borrower shall have the right at any time and from time to time to prepay the Term Loan to the Lenders at a discount to the par value of such Loan and on a non-pro rata basis (but, in the case of a prepayment pursuant to clause (x) below, which offer of prepayment shall be on a pro rata basis as to all Lenders with a portion of the Term Loan) pursuant to (x) the procedures described in this Section 2.19 or (y) open market purchases (any prepayment pursuant to the foregoing clauses (x) or (y) each, a “Discounted Voluntary Prepayment”), provided that (i) no proceeds of Revolving Loans or Swing Line Loans shall be used to consummate any Discounted Voluntary Prepayment, (ii) no Default or Event of Default shall have occurred and be continuing or would result from the Discounted Voluntary Prepayment, (iii) the relevant Borrower shall deliver to Administrative Agent, together with each Discounted Prepayment Option Notice (if applicable), a certificate of a Responsible Officer of the relevant Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.19 has been satisfied and (2) specifying the aggregate principal amount of the Term Loan to be prepaid pursuant to such Discounted Voluntary Prepayment, (iv) the Term Loan prepaid is immediately cancelled and may not be reborrowed, and (v) neither the Borrowers or any of their respective Affiliates shall be required to make a representation that it is not in possession of material non-public information with respect to the Borrowers, their Subsidiaries or their respective securities and customary “Big Boy” disclaimers from all parties shall be obtained.

BORROWER'S RIGHT TO PREPAY. Each The Borrower shall have the right at any time and from time to time to prepay the Term Loan to the Lenders Loans at a discount to the par value of such Loan the Term Loans and on a non-pro rata basis (but, in the case of a prepayment pursuant to clause (x) below, which offer of prepayment shall be on a pro rata basis as to all Lenders with a portion of the Term Loan) pursuant to (x) the procedures described in this Section 2.19 or (y) open market purchases (any prepayment pursuant to the foregoing clauses (x) or (y) each, a “Discounted Voluntary Prepayment”)) pursuant to the procedures described in this Section 2.17, provided that (i) no proceeds of Revolving Loans or Swing Line Loans shall be used immediately after giving effect to consummate any the Discounted Voluntary Prepayment, (ii) no Default or Event of Revolving Credit Loans shall be outstanding and no Default shall have occurred and be continuing or would result from the Discounted Voluntary Prepayment, (ii) any Discounted Voluntary Prepayment shall be offered to all holders of the Term Loans and (iii) the relevant Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice (if applicable)Notice, a certificate of a Responsible Officer of the relevant Borrower (1) stating that no Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that the Borrower does not have any material non-public information that has not been disclosed to the Lenders that could reasonably be expected to have a material effect on the Lenders’ decision to accept a Discounted Voluntary Prepayment and (3) stating that each of the conditions to such Discounted Voluntary Prepayment Option Notice contained in this Section 2.19 2.17 has been satisfied and (2) specifying the aggregate principal amount of the satisfied. Any Term Loan to be Loans prepaid pursuant to such Discounted Voluntary Prepayment, (iv) the Term Loan prepaid is this Section 2.17 shall be deemed to be immediately cancelled and may not be reborrowed, and (v) neither the Borrowers or any of their respective Affiliates shall be required to make a representation that it is not in possession of material non-public information with respect to the Borrowers, their Subsidiaries or their respective securities and customary “Big Boy” disclaimers from all parties shall be obtained.

BORROWER'S RIGHT TO PREPAY. Each Borrower shall have In the right at any time and from time to time to prepay the Term Loan to the Lenders at a discount to the par value of such Loan and on a non-pro rata basis (but, in the case of a prepayment pursuant to clause (x) below, which offer of prepayment shall be on a pro rata basis as to all Lenders with a portion of the Term Loan) pursuant to event that either (x) the procedures described Agent or any Lender intends to enter into an Assignment transaction with any real estate investment trust which has publicly offered shares in this Section 2.19 such entity and whose principal activity is holding mortgages secured by real property (other than a repurchase agreement transaction or (y) open market purchases (any prepayment other Assignment effected by a secured party foreclosing upon the Global Note in the exercise of remedies pursuant to the foregoing clauses (xa repurchase agreement transaction or other secured financing after a default thereunder by any Lender) or (y) each, a “Discounted Voluntary Prepayment”), provided that (i) no proceeds of Revolving Loans or Swing Line Loans shall be used to consummate any Discounted Voluntary Prepayment, (ii) no Default or Event of Default the Agent shall have occurred determined that the outstanding Principal Indebtedness is greater than 86.25% of the Market Value of the REO Properties and be continuing Mortgage Loans, the Agent or would result from such Lender, as applicable, shall notify the Discounted Voluntary Prepayment, (iii) Borrowers of the relevant proposed sale or such determination. The Borrower shall deliver have the right, in its sole discretion, to Administrative Agent, together with each Discounted Prepayment Option Notice prepay the Loan pursuant to Section 2.6 (if applicable), without payment of any Repayment Fee) in a certificate of a Responsible Officer of principal amount equal to the relevant Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.19 has been satisfied and (2) specifying the aggregate principal amount of the Term proposed Assignment (in the case of clause (x) above) or the entire Principal Indebtedness (in the case of clause (y) above); PROVIDED, HOWEVER, that the Borrower shall have notified the Agent or such Lender, as applicable, in writing of its intention to prepay the Loan within five (5) Business Days of receipt of such notice and shall make such prepayment of the Loan within fifteen (15) Business Days of receipt of such notice (in the case of clause (x) above) or with ninety (90) calendar days of receipt of such notice (in the case of clause (y) above). In the event the Borrower notifies the Agent or such Lender of its intention to prepay the Loan (in the case of clause (x) above) and fails to make such payment within the required time period, then the Repayment Fee on the principal amount of the proposed Assignment shall be prepaid payable on the Payment Date immediately following the end of such time period as if such prepayment had been made pursuant to such Discounted Voluntary Prepayment, Section 2.6. Failure to make the payment of the entire Principal Indebtedness on the applicable date in the case of clause (ivy) the Term Loan prepaid is immediately cancelled and may not be reborrowed, and (v) neither the Borrowers or any of their respective Affiliates above shall be required to make a representation that it is not in possession an immediate Event of material non-public information with respect to the Borrowers, their Subsidiaries or their respective securities and customary “Big Boy” disclaimers from all parties shall be obtainedDefault.

BORROWER'S RIGHT TO PREPAY. Each The Borrower shall have the right at any time and from time to time to prepay the Term Loan to the Lenders Loans under either Term Facility at a discount to the par value of the Term Loans under such Loan Term Facility and on a non-pro rata basis (but, in the case of a prepayment pursuant to clause (x) below, which offer of prepayment shall be on a pro rata basis as to all Lenders with a portion of the Term Loan) pursuant to (x) the procedures described in this Section 2.19 or (y) open market purchases (any prepayment pursuant to the foregoing clauses (x) or (y) each, a “Discounted Voluntary Prepayment”)) pursuant to the procedures described in this Section 2.17, provided that (i) no proceeds of Revolving Loans or Swing Line Loans shall be used immediately after giving effect to consummate any the Discounted Voluntary Prepayment, (ii) no Default or Event of Revolving Credit Loans shall be outstanding and no Default shall have occurred and be continuing or would result from the Discounted Voluntary Prepayment, (ii) any Discounted Voluntary Prepayment shall be offered to all holders of the Term Loans under such Term Facility and (iii) the relevant Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice (if applicable)Notice, a certificate of a Responsible Officer of the relevant Borrower (1) stating that no Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that the Borrower does not have any material non-public information that has not been disclosed to the Lenders that could reasonably be expected to have a material effect on the Lenders’ decision to accept a Discounted Voluntary Prepayment and (3) stating that each of the conditions to such Discounted Voluntary Prepayment Option Notice contained in this Section 2.19 2.17 has been satisfied and (2) specifying the aggregate principal amount of the satisfied. Any Term Loan to be Loans prepaid pursuant to such Discounted Voluntary Prepayment, (iv) the Term Loan prepaid is this Section 2.17 shall be deemed to be immediately cancelled and may not be reborrowed, and (v) neither the Borrowers or any of their respective Affiliates shall be required to make a representation that it is not in possession of material non-public information with respect to the Borrowers, their Subsidiaries or their respective securities and customary “Big Boy” disclaimers from all parties shall be obtained.

BORROWER'S RIGHT TO PREPAY. Each Borrower shall have the right at any time and from time to time to prepay the Term Loan to the Lenders at a discount to the par value of such Loan and on a non-pro rata basis (but, in the case of a prepayment pursuant to clause (x) below, which offer of prepayment shall be on a pro rata basis as to all Lenders with a portion of the Term Loan) pursuant to (x) the procedures described in this Section 2.19 or (y) open market purchases (any prepayment pursuant to the foregoing clauses (x) or (y) each, a “Discounted Voluntary Prepayment”)) pursuant to the procedures described in this Section 2.19, provided that (i) no proceeds of Revolving Loans or Swing Line Loans shall be used to consummate any Discounted Voluntary Prepayment, (ii) no Default or Event of Default shall have occurred and be continuing or would result from the Discounted Voluntary Prepayment, (iii) the relevant Borrower shall deliver to Administrative Agent, together with each Discounted Prepayment Option Notice (if applicable)Notice, a certificate of a Responsible Officer of the relevant Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.19 has been satisfied and (2) specifying the aggregate principal amount of the Term Loan to be prepaid pursuant to such Discounted Voluntary Prepayment, (iv) the Term Loan prepaid is immediately cancelled and may not be reborrowed, and (v) neither the Sponsor, the Borrowers or any of their respective Affiliates shall be required to make a representation that it is not in possession of material non-public information with respect to the Borrowers, their Subsidiaries or their respective securities and customary “Big Boy” disclaimers from all parties shall be obtained.

BORROWER'S RIGHT TO PREPAY. Each Borrower shall have the right at any time and from time to time to prepay the Term Loan to the Lenders at a discount to the par value of such Loan and on a non-pro rata basis (but, in the case of a prepayment pursuant to clause (x) below, which offer of prepayment shall be on a pro rata basis as to all Lenders with a portion of the Term Loan) pursuant to (x) the procedures described in this Section 2.19 or (y) open market purchases (any prepayment pursuant to the foregoing clauses (x) or (y) each, a “Discounted Voluntary Prepayment”)) pursuant to the procedures described in this Section 2.19, provided that (i) no proceeds of Revolving Loans (as defined in the Senior Loan Agreement) or Swing Line Loans (as defined in the Senior Loan Agreement) shall be used to consummate any Discounted Voluntary Prepayment, (ii) no Default or Event of Default shall have occurred and be continuing or would result from the Discounted Voluntary Prepayment, (iii) the relevant Borrower shall deliver to Administrative Collateral Agent, together with each Discounted Prepayment Option Notice (if applicable)Notice, a certificate of a Responsible Officer of the relevant Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.19 has been satisfied and (2) specifying the aggregate principal amount of the Term Loan to be prepaid pursuant to such Discounted Voluntary Prepayment, (iv) the Term Loan prepaid is immediately cancelled and may not be reborrowed, and (v) neither the Sponsor, the Borrowers or any of their respective Affiliates shall be required to make a representation that it is not in possession of material non-public information with respect to the Borrowers, their Subsidiaries or their respective securities and customary “Big Boy” disclaimers from all parties shall be obtained.

BORROWER'S RIGHT TO PREPAY. Each The Borrower shall have the right at any time and from time to time to prepay the Term Loan to the Lenders Loans under any Term Facility at a discount to the par value of the Term Loans under such Loan Term Facility and on a non-pro rata basis (but, in the case of a prepayment pursuant to clause (x) below, which offer of prepayment shall be on a pro rata basis as to all Lenders with a portion of the Term Loan) pursuant to (x) the procedures described in this Section 2.19 or (y) open market purchases (any prepayment pursuant to the foregoing clauses (x) or (y) each, a “Discounted Voluntary Prepayment”)) pursuant to the procedures described in this Section 2.17, provided that (i) no proceeds of Revolving Loans or Swing Line Loans shall be used immediately after giving effect to consummate any the Discounted Voluntary Prepayment, (ii) no Default or Event of Revolving Credit Loans shall be outstanding and no Default shall have occurred and be continuing or would result from the Discounted Voluntary Prepayment, (ii) any Discounted Voluntary Prepayment shall be offered to all holders of the Term Loans under such Term Facility and (iii) the relevant Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice (if applicable)Notice, a certificate of a Responsible Officer of the relevant Borrower (1) stating that no Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that the Borrower does not have any material non-public information that has not been disclosed to the Lenders that could reasonably be expected to have a material effect on the Lenders’ decision to accept a Discounted Voluntary Prepayment and (3) stating that each of the conditions to such Discounted Voluntary Prepayment Option Notice contained in this Section 2.19 2.17 has been satisfied and (2) specifying the aggregate principal amount of the satisfied. Any Term Loan to be Loans prepaid pursuant to such Discounted Voluntary Prepayment, (iv) the Term Loan prepaid is this Section 2.17 shall be deemed to be immediately cancelled and may not be reborrowed, and (v) neither the Borrowers or any of their respective Affiliates shall be required to make a representation that it is not in possession of material non-public information with respect to the Borrowers, their Subsidiaries or their respective securities and customary “Big Boy” disclaimers from all parties shall be obtained.

BORROWER'S RIGHT TO PREPAY. Each Borrower shall have the right at any time and from time to time to prepay the Term Loan to the Lenders at a discount to the par value of such Loan and on a non-pro rata basis (but, in the case of a prepayment pursuant to clause (x) below, which offer of prepayment shall be on a pro rata basis as to all Lenders with a portion of the Term Loan) pursuant to (x) the procedures described in this Section 2.19 or (y) open market purchases (any prepayment pursuant to the foregoing clauses (x) or (y) each, a “Discounted Voluntary Prepayment”), provided that (i) no proceeds of Revolving Loans or Swing Line Loans shall be used to consummate any Discounted Voluntary Prepayment, (ii) no Default or Event of Default shall have occurred and be continuing or would result from the Discounted Voluntary Prepayment, (iii) the relevant Borrower shall deliver to Administrative Agent, together with each Discounted Prepayment Option Notice (if applicable), a certificate of a Responsible Officer of the relevant Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.19 has been satisfied and (2) specifying the aggregate principal amount of the Term Loan to be prepaid pursuant to such Discounted Voluntary Prepayment, (iv) the Term Loan prepaid is immediately cancelled and may not be reborrowed, and (v) neither the Sponsor, the Borrowers or any of their respective Affiliates shall be required to make a representation that it is not in possession of material non-public information with respect to the Borrowers, their Subsidiaries or their respective securities and customary “Big Boy” disclaimers from all parties shall be obtained.