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 The related Borrower shall cause the Net Sale Proceeds to be remitted directly to the Concentration Account to be withdrawn, on a daily basis, and deposited in the Collection Account to be applied by Paying Agent on the next Activity Date as follows: (A) if such Activity Date is a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, in respect of principal in an amount equal to the related Outstanding Advance Amount for such SF Property; (B) if 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, in respect of principal in an amount equal to the related Outstanding Advance Amount for such SF Property, (2) second, to retain in the Collection Account the amount necessary so the amount on deposit therein is equal to the sum of the Remittance Reserve Amount and the Class 1 Type Interest Reserve Amount and the Class 2 Type Interest Reserve Amount (in each case calculated as of such Activity Date), and (3) third, 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 Activity 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) if such Activity Date is a Remittance Datefirst, pro rata 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 A Lenders, pro rata, in respect of principal in an amount equal to any accrued and unpaid Facility Interest on the related applicable Outstanding Advance Amount for such Financed SF PropertyProperty that is being released; (B) if such Activity Date is not a Remittance Date but is prior second, pro rata 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 A Lenders, pro rata, in respect of principal in an amount equal to the related applicable Repayment Amount less any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF PropertyProperty 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; (2D) secondfourth, to retain in the Collection Account the an amount necessary so the amount on deposit therein is equal to the sum of the Remittance Reserve Amount and that the Class 1 Type 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 2 Type 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 (in each case calculated as of such Activity the applicable Funding Date), and ; (3I) thirdninth, 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. (ia) Borrowers may The Borrower shall have the right to repay Advances (or a portion thereof) from time to time on any Business Day (an “Optional Repayment”) at any time prior to the Facility Termination Date (such date, “Optional Repayment Date”)) any Accommodation outstanding hereunder (except in respect of the Overdraft Tranche) without premium, without premium penalty or penalty bonus but subject to Section 6.5, on the payment of breakage fees following terms and conditions: (if applicablei) the Borrower shall give to the Administrative Agent irrevocable prior written notice by 12:00 (noon) no less than two (2) Business Days prior to the Optional Repayment Date specifying the amount and the limitations set forth in type of Accommodation and the Tranche or Credit to be repaid (which shall be the same type from each applicable Lender); (ii) optional repayments of Accommodation under the Term A Credit shall be applied rateably to all mandatory scheduled repayments pursuant to Section 5.2; (iii) each repayment of Accommodation pursuant to this Section 2(g)subsection under a particular Tranche or Credit shall be allocated (as to both amount and type of Accommodation) to the applicable Lenders under such Tranche or Credit, as further described hereinthe case may be, on the basis of their respective Pro Rata Shares under such Tranche or Credit, as long asthe case may be; (iv) the aggregate amount of Accommodation repaid pursuant to this subsection at any time shall be not less than $500,000 or U.S.$500,000, after payment as applicable, or an amount in excess thereof which is a whole multiple of $100,000 or U.S.$100,000, as applicable (or the amount of all applicable Accommodation then outstanding under the applicable Tranche or Credit, if less); (v) no repayment of any LIBOR Loan shall be made otherwise than upon the expiration of a LIBOR Period applicable to such LIBOR Loan unless the Borrower pays to the Administrative Agent (for the account of each applicable Lender) an amount equal to all losses, costs and expenses resulting from, arising out of, or imposed upon or incurred by such Lender by reason of, the liquidation or reemployment of funds acquired or committed to be acquired by such Lender to fund or maintain its portion of such LIBOR Loan. The determination of the applicable Repayment Amount, no Event amount of Default exists and is continuing. In connection with any such Optional Repaymentloss, the related Borrower shallcost or expense by any Lender, if the release when evidenced by a certificate from that Lender giving a reasonably detailed calculation 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 prepaymentloss, cost or expense, shall be prima facie evidence of the same and, to the extent such calculation results in a negative number, such amount shall be paid by such Lender to the Borrower; (vi) no repayment of any Bankers’ Acceptance shall be made otherwise than on the maturity date of such Optional Repayment DateBankers’ Acceptance except if Cash Collateral is provided to the Administrative Agent (for the benefit of the applicable Lenders) in an amount equal to the aggregate face (or principal) amount of the Bankers’ Acceptances to be repaid prior to their respective maturity dates (together with such security agreements, officers certificates, legal opinions and other documents or agreements as the Administrative Agent may reasonably request in connection therewith); provided that if such and (vii) on the applicable Optional Repayment Date is not a Remittance Date, the related Borrower shall also pay repay outstanding Accommodation in accordance with the notice given pursuant to Administrative Agent Section 5.1(a)(i) together with all interest and other fees and other amounts accrued and unpaid under this Agreement, and any amount due amounts payable 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); provided6.5, that the amount remitted to the Concentration Account if any, with respect to any such Financed SF Properties (in Accommodation that is repaid. For greater certainty, however, a repayment of outstanding Accommodation under either the aggregate) equals Revolving Tranche or exceeds Seasonal Credit pursuant to this subsection shall not reduce the Repayment Amount of such Financed SF Properties (in the aggregate) and Revolving Commitments or Seasonal Commitments, respectively. So long as no Default or Event of Default has occurred and is continuing. The related , additional Accommodation may from time to time be obtained and repaid by the Borrower shall cause under the Net Sale Proceeds to be remitted directly to Revolving Tranche or Seasonal Credit, as the Concentration Account to be withdrawn, on a daily basis, and deposited in the Collection Account to be applied by Paying Agent on the next Activity Date as follows: (A) if such Activity Date is a Remittance Date, to apply such Net Sale Proceeds, together with all other Collections on deposit in the Collection Accountcase may be, in accordance with Section 4(c), including, prior and subject to the end applicable provisions of this Agreement. For greater certainty, the foregoing provisions of this Section 5.1(a) do not apply to repayments of the Revolving Period, Overdraft Tranche by way of deposit to the Class 1 Type operating accounts established in connection therewith. (b) The Administrative Agent shall promptly notify the applicable Lenders of any proposed repayment of Accommodation pursuant to Section 5.1(a) and the Class 2 Type Lenders, pro rata, amount and type of such Accommodation to be repaid to each such Lender. All repayment received by the Administrative Agent in respect of principal in an amount equal any Accommodation shall be distributed to the related Outstanding Advance Amount applicable Lenders on the basis of their respective Pro Rata Shares (other than breakage costs which shall be for such SF Property; (B) if such Activity Date is not a Remittance Date but is prior to the end account of the Revolving Period, to apply such Net Proceeds, (1) first, to pay to Lender suffering the Class 1 Type Lenders and the Class 2 Type Lenders, pro rata, in respect of principal in an amount equal to the related Outstanding Advance Amount for such SF Property, (2) second, to retain in the Collection Account the amount necessary so the amount on deposit therein is equal to the sum of the Remittance Reserve Amount and the Class 1 Type Interest Reserve Amount and the Class 2 Type Interest Reserve Amount (in each case calculated as of such Activity Datesame), and (3) third, 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 Activity 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) if such Activity Date is a Remittance Datefirst, pro rata 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 A Lenders, pro rata, in respect of principal in an amount equal to any accrued and unpaid Facility Interest on the related applicable Outstanding Advance Amount for such Financed SF PropertyProperty that is being released; (B) if such Activity Date is not a Remittance Date but is prior second, pro rata 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 A Lenders, pro rata, in respect of principal in an amount equal to the related applicable Repayment Amount less any accrued and unpaid Facility Interest on the applicable Outstanding Advance Amount for such Financed SF PropertyProperty 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; (2D) secondfourth, to retain in the Collection Account the an amount necessary so the amount on deposit therein is equal to the sum of the Remittance Reserve Amount and that the Class 1 Type 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 2 Type 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 (in each case calculated as of such Activity the applicable Funding Date), and ; (3I) thirdninth, 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.