Common use of Optional Repayment Clause in Contracts

Optional Repayment. (i) Borrowers may repay Advances (or a portion thereof) (an “Optional Repayment”) at any time prior to the Facility Termination Date (such date, “Optional Repayment Date”), without premium or penalty but subject to the payment of breakage fees (if applicable) and the limitations set forth in this Section 2(g), as further described herein, as long as, after payment of the applicable Repayment Amount, no Event of Default exists and is continuing. In connection with any such Optional Repayment, the related Borrower shall, if the release of the related Financed SF Property is requested by the related Borrower, pay to Administrative Agent the applicable Repayment Amount or, if a partial repayment is being made, the amount of such prepayment, on such Optional Repayment Date; provided that if such Optional Repayment Date is not a Remittance Date, the related Borrower shall also pay to Administrative Agent any amount due under Section 2(j). (ii) Borrowers may effect an Optional Repayment in connection with a sale or transfer of one or more Financed SF Properties to another Person (including an Affiliate of a Borrower); provided, that the amount remitted to the Concentration Account with respect to such Financed SF Properties (in the aggregate) equals or exceeds the Repayment Amount of such Financed SF Properties (in the aggregate) and no Default or Event of Default has occurred and is continuing. The related Borrower shall cause the Net Sale Proceeds to be remitted directly to the Concentration Account to be withdrawn, on a daily basis, and deposited in the Collection Account to be applied by Paying Agent available (or in the case of a balance due to the Administrative Agent, any Servicing Agent or any Lender (including, without limitation, with respect to any fees, expenses and indemnification amounts due and payable or reimbursable to such party) on the next Remittance Date, as applicable, netting such estimated amounts against the amount required to be advanced by such Lender and paying such amounts on the next Remittance Date) on each Borrowing Base Calculation Date as follows: (A) first, pro rata to Class A Lenders, any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF Property that is being released; (B) second, pro rata to Class A Lenders, the applicable Repayment Amount less any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF Property that is being released; (C) third, pro rata to each Class A Lender on account of unpaid breakage costs under Section 2(j) in connection with such Optional Repayment, and any outstanding Advance Reduction and Concentration Limit Advance Reduction; (D) fourth, to retain in the Collection Account an amount necessary so that the Class A Interest Reserve Amount is retained in the Collection Account (calculated as of the applicable Funding Date); (E) fifth, pro rata to Class B Lenders, any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF Property that is being released; (F) sixth, pro rata to Class B Lenders, the applicable Repayment Amount less any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF Property that is being released; (G) seventh, pro rata to each Class B Lender on account of unpaid breakage costs under Section 2(j) in connection with such Optional Repayment, and any outstanding Advance Reduction and Concentration Limit Advance Reduction; and (H) eighth, to retain in the Collection Account an amount necessary so that the Interest Reserve Amount is retained in the Collection Account (calculated as of the applicable Funding Date); (I) ninth, any remaining amounts shall be remitted in accordance with the written instructions of Borrower Representative provided to Administrative Agent and Paying Agent.

Optional Repayment. (i) Borrowers may repay Advances (or a portion thereof) (an “Optional Repayment”) at any time prior to the Facility Termination Date (such date, “Optional Repayment Date”), without premium or penalty but subject to the payment of breakage fees (if applicable) and the limitations set forth in this Section 2(g), as further described herein, as long as, after payment of the applicable Repayment Amount, no Event of Default exists and is continuing. In connection with any such Optional Repayment, the related Borrower shall, if the release of the related Financed SF Property is requested by the related Borrower, pay to Administrative Agent the applicable Repayment Amount or, if a partial repayment is being made, the amount of such prepayment, on such Optional Repayment Date; provided that if such Optional Repayment Date is not a Remittance Date, the related Borrower shall also pay to Administrative Agent any amount due under Section 2(j). (ii) Borrowers may effect an Optional Repayment in connection with a sale or transfer of one or more Financed SF Properties to another Person (including an Affiliate of a Borrower); provided, that the amount remitted to the Concentration Account with respect to such Financed SF Properties (in the aggregate) equals or exceeds the Repayment Amount of such Financed SF Properties (in the aggregate) and no Default or Event of Default has occurred and is continuing. The related Borrower shall cause the Net Sale Proceeds to be remitted directly to the Concentration Account to be withdrawn, on a daily basis, and deposited in the Collection Account to be applied by Paying Agent available (or in the case of a balance due to the Administrative Agent, any Servicing Agent or any Lender (including, without limitation, with respect to any fees, expenses and indemnification amounts due and payable or reimbursable to such party) on the next Remittance Date, as applicable, netting such estimated amounts against the amount required to be advanced by such Lender and paying such amounts on the next Remittance Date) on each Borrowing Base Calculation Activity Date as follows: (A) firstif such Activity Date is a Remittance Date, to apply such Net Sale Proceeds, together with all other Collections on deposit in the Collection Account, in accordance with Section 4(c), including, prior to the end of the Revolving Period, to the Class 1 Type Lenders and the Class 2 Type Lenders, pro rata rata, in respect of principal in an amount equal to Class A Lenders, any accrued and unpaid Facility Interest on the applicable related Outstanding Advance Amount for such Financed SF Property that is being releasedProperty; (B) secondif such Activity Date is not a Remittance Date but is prior to the end of the Revolving Period, to apply such Net Proceeds, (1) first, to pay to the Class 1 Type Lenders and the Class 2 Type Lenders, pro rata rata, in respect of principal in an amount equal to Class A Lenders, the applicable Repayment Amount less any accrued and unpaid Facility Interest on the applicable related Outstanding Advance Amount for such Financed SF Property that is being released; Property, (C2) third, pro rata to each Class A Lender on account of unpaid breakage costs under Section 2(j) in connection with such Optional Repayment, and any outstanding Advance Reduction and Concentration Limit Advance Reduction; (D) fourthsecond, to retain in the Collection Account an the amount necessary so that the amount on deposit therein is equal to the sum of the Remittance Reserve Amount and the Class A 1 Type Interest Reserve Amount is retained and the Class 2 Type Interest Reserve Amount (in the Collection Account (each case calculated as of the applicable Funding such Activity Date); (E) fifth, pro rata to Class B Lenders, any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF Property that is being released; (F) sixth, pro rata to Class B Lenders, the applicable Repayment Amount less any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF Property that is being released; (G) seventh, pro rata to each Class B Lender on account of unpaid breakage costs under Section 2(j) in connection with such Optional Repayment, and any outstanding Advance Reduction and Concentration Limit Advance Reduction; and (H3) eighth, to retain in the Collection Account an amount necessary so that the Interest Reserve Amount is retained in the Collection Account (calculated as of the applicable Funding Date); (I) ninththird, any remaining amounts shall be remitted in accordance with the written instructions of Borrower Representative provided to Administrative Agent and Paying Agent; and (C) if such Activity Date not a Remittance Date and is on or after the end of the Revolving Period, including but not limited to the commencement of an Early Amortization Event Repayment Period, to retain such Net Proceeds in the Collection Account to be applied in accordance with Section 4(c) on the immediately succeeding Remittance Date. Notwithstanding the foregoing, for so long as the Paying Agent under this Loan and Security Agreement and the Certificate Paying Agent under the Trust Agreement are the same Person, the Paying Agent shall apply all payments to JPMorgan Chase Bank, N.A., or any assignee thereof, in its capacity as the Class 1 Type Lender and the Class 2 Type Lender on each Activity Date in accordance with the Section 3.10 of the Trust Agreement.

Optional Repayment. (i) Borrowers may repay Advances (or a portion thereof) (an “Optional Repayment”) at any time prior to the Facility Termination Date (such date, “Optional Repayment Date”), without premium or penalty but subject to the payment of breakage fees (if applicable) and the limitations set forth in this Section 2(g), as further described herein, as long as, after payment of the applicable Repayment Amount, no Event of Default exists and is continuing. In connection with any such Optional Repayment, the related Borrower shall, if the release of the related Financed SF Property is requested by the related Borrower, pay to Administrative Agent the applicable Repayment Amount or, if a partial repayment is being made, the amount of such prepayment, on such Optional Repayment Date; provided that if such Optional Repayment Date is not a Remittance Date, the related Borrower shall also pay to Administrative Agent any amount due under Section 2(j). (ii) Borrowers may effect an Optional Repayment in connection with a sale or transfer of one or more Financed SF Properties to another Person (including an Affiliate of a Borrower); provided, that the amount remitted to the Concentration Account with respect to such Financed SF Properties (in the aggregate) equals or exceeds the Repayment Amount of such Financed SF Properties (in the aggregate) and no Default or Event of Default has occurred and is continuing. The related Borrower shall cause the Net Sale Proceeds to be remitted directly to the Concentration Account to be withdrawn, on a daily basis, and deposited in the Collection Account to be applied by Paying Agent available (or in the case of a balance due to the Administrative Agent, any Servicing Agent or any Lender (including, without limitation, with respect to any fees, expenses and indemnification amounts due and payable or reimbursable to such party) on the next Remittance Date, as applicable, netting such estimated amounts against the amount required to be advanced by such Lender and paying such amounts on the next Remittance Date) on each Borrowing Base Calculation Date as follows: (A) first, pro rata to Class A Lenders, any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF Property that is being released; (B) second, pro rata to Class A Lenders, the applicable Repayment Amount less any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF Property that is being released;; US_ACTIVE\122150446\V-5 (C) third, pro rata to each Class A Lender on account of unpaid breakage costs under Section 2(j) in connection with such Optional Repayment, and any outstanding Advance Reduction and Concentration Limit Advance Reduction; (D) fourth, to retain in the Collection Account an amount necessary so that the Class A Interest Reserve Amount is retained in the Collection Account (calculated as of the applicable Funding Date); (E) fifth, pro rata to Class B Lenders, any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF Property that is being released; (F) sixth, pro rata to Class B Lenders, the applicable Repayment Amount less any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF Property that is being released; (G) seventh, pro rata to each Class B Lender on account of unpaid breakage costs under Section 2(j) in connection with such Optional Repayment, and any outstanding Advance Reduction and Concentration Limit Advance Reduction; and (H) eighth, to retain in the Collection Account an amount necessary so that the Interest Reserve Amount is retained in the Collection Account (calculated as of the applicable Funding Date); (I) ninth, any remaining amounts shall be remitted in accordance with the written instructions of Borrower Representative provided to Administrative Agent and Paying Agent.