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

BORROWER'S RIGHT TO PREPAY. The Borrower shall have the right at any time and from time to time to prepay the Term Loans at a discount to the par value of the Term Loans and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.17, provided that (i) immediately after giving effect to the Discounted Voluntary Prepayment, no 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 Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the 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 Prepayment Option Notice contained in this Section 2.17 has been satisfied. Any Term Loans prepaid pursuant to this Section 2.17 shall be deemed to be immediately cancelled and may not be reborrowed.

BORROWER'S RIGHT TO PREPAY. The Each Borrower shall have the right at any time and from time to time to prepay the Term Loans Loan to the Lenders at a discount to the par value of the Term Loans 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 2.17), provided that (i) immediately after giving effect no proceeds of Revolving Loans or Swing Line Loans shall be used to the consummate any Discounted Voluntary Prepayment, (ii) no Revolving Credit Loans shall be outstanding and no Default or Event of 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 NoticeNotice (if applicable), 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 2.17 2.19 has been satisfied. Any satisfied and (2) specifying the aggregate principal amount of the Term Loans Loan to be prepaid pursuant to this Section 2.17 shall be deemed to be 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. The Each Borrower shall have the right at any time and from time to time to prepay the Term Loans Loan to the Lenders at a discount to the par value of the Term Loans such Loan and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.172.19, provided that (i) immediately after giving effect no proceeds of Revolving Loans or Swing Line Loans shall be used to the consummate any Discounted Voluntary Prepayment, (ii) no Revolving Credit Loans shall be outstanding and no Default or Event of 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, 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 2.17 2.19 has been satisfied. Any satisfied and (2) specifying the aggregate principal amount of the Term Loans Loan to be prepaid pursuant to this Section 2.17 shall be deemed to be 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. The Each Borrower shall have the right at any time and from time to time to prepay the Term Loans Loan to the Lenders at a discount to the par value of the Term Loans such Loan and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.172.19, provided that (i) immediately after giving effect 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 the consummate any Discounted Voluntary Prepayment, (ii) no Revolving Credit Loans shall be outstanding and no Default or Event of 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 Collateral Agent, together with each Discounted Prepayment Option 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 2.17 2.19 has been satisfied. Any satisfied and (2) specifying the aggregate principal amount of the Term Loans Loan to be prepaid pursuant to this Section 2.17 shall be deemed to be 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. The Borrower shall have the right at any time and from time to time to prepay the Term Loans under either Term Facility at a discount to the par value of the Term Loans under such Term Facility and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.17, provided that (i) immediately after giving effect to the Discounted Voluntary Prepayment, no 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 Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the 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 Prepayment Option Notice contained in this Section 2.17 has been satisfied. Any Term Loans prepaid pursuant to this Section 2.17 shall be deemed to be immediately cancelled and may not be reborrowed.

BORROWER'S RIGHT TO PREPAY. The Borrower shall have the right at any time and from time to time to prepay the Term Loans under any Term Facility at a discount to the par value of the Term Loans under such Term Facility and on a non-pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.17, provided that (i) immediately after giving effect to the Discounted Voluntary Prepayment, no 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 Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the 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 Prepayment Option Notice contained in this Section 2.17 has been satisfied. Any Term Loans prepaid pursuant to this Section 2.17 shall be deemed to be immediately cancelled and may not be reborrowed.

BORROWER'S RIGHT TO PREPAY. In the event that either (x) the Agent or any Lender intends to enter into an Assignment transaction with any real estate investment trust which has publicly offered shares in such entity and whose principal activity is holding mortgages secured by real property (other than a repurchase agreement transaction or any other Assignment effected by a secured party foreclosing upon the Global Note in the exercise of remedies pursuant to a repurchase agreement transaction or other secured financing after a default thereunder by any Lender) or (y) the Agent shall have determined that the outstanding Principal Indebtedness is greater than 86.25% of the Market Value of the REO Properties and Mortgage Loans, the Agent or such Lender, as applicable, shall notify the Borrowers of the proposed sale or such determination. The Borrower shall have the right at any time and from time to time right, in its sole discretion, to prepay the Term Loans at Loan pursuant to Section 2.6 (without payment of any Repayment Fee) in a discount principal amount equal to the par value principal amount of the Term Loans and on a non-pro rata basis proposed Assignment (eachin the case of clause (x) above) or the entire Principal Indebtedness (in the case of clause (y) above); PROVIDED, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.17HOWEVER, provided that (i) immediately after giving effect to the Discounted Voluntary Prepayment, no 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 Borrower shall deliver have notified the Agent or such Lender, as applicable, in writing of its intention to prepay the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate Loan within five (5) Business Days of a Responsible Officer receipt of such notice and shall make such prepayment of the Borrower Loan within fifteen (115) stating that no Default has occurred and is continuing Business Days of receipt of such notice (in the case of clause (x) above) or would result from with ninety (90) calendar days of receipt of such notice (in the Discounted Voluntary Prepayment, case of clause (2y) stating that above). In the event the Borrower does not have any material non-public information that has not been disclosed notifies the Agent or such Lender of its intention to prepay the Lenders that could reasonably be expected Loan (in the case of clause (x) above) and fails to have a material effect make such payment within the required time period, then the Repayment Fee on the Lenders’ decision to accept a Discounted Voluntary Prepayment and (3) stating that each principal amount of the conditions to proposed Assignment shall be payable on the Payment Date immediately following the end of such Discounted Prepayment Option Notice contained in this Section 2.17 has time period as if such prepayment had been satisfied. Any Term Loans prepaid made pursuant to this Section 2.17 2.6. Failure to make the payment of the entire Principal Indebtedness on the applicable date in the case of clause (y) above shall be deemed to be immediately cancelled and may not be reborrowedan immediate Event of Default.

BORROWER'S RIGHT TO PREPAY. The Each Borrower shall have the right at any time and from time to time to prepay the Term Loans Loan to the Lenders at a discount to the par value of the Term Loans 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 2.17), provided that (i) immediately after giving effect no proceeds of Revolving Loans or Swing Line Loans shall be used to the consummate any Discounted Voluntary Prepayment, (ii) no Revolving Credit Loans shall be outstanding and no Default or Event of 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 NoticeNotice (if applicable), 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 2.17 2.19 has been satisfied. Any satisfied and (2) specifying the aggregate principal amount of the Term Loans Loan to be prepaid pursuant to this Section 2.17 shall be deemed to be 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.