Common use of Capital Commitments Clause in Contracts

Capital Commitments. None of the Borrowers shall, nor shall they permit any other Credit Party to, permit any withdrawal, termination, reduction, suspension, excuse, formal waiver or other cancellation with respect to an obligation of any Investor (other than the SOX Insiders) under its Subscription Agreement or the Partnership Agreement or any Side Letter without the prior written consent of the Lenders which may be withheld in their sole discretion, unless (A) the Investor Capital Commitment and other obligations of such Investor are assumed by another Investor in accordance with the terms of this Credit Agreement and the applicable Constituent Document or (B) the applicable Investor Capital Commitments relate solely to PWM Investors and/or one (1) single Institutional Investor and, together, do not exceed three percent (3%) of the aggregate Investor Capital Commitments of all Investors (on a cumulative basis). The Borrowers each covenant and agree that if any Event of Default has occurred and is continuing and to the extent the same has not already been delivered to the Administrative Agent, the Borrowers shall, and shall cause each Pledgor to, promptly, but in no event later than (x) two (2) Business Days in the case of the Institutional Investors, and (y) seven (7) Business Days in the case of the PWM Investors deliver to the Administrative Agent true, correct and complete copies of each such notice described in the preceding sentence. The Borrowers may designate any Included Investor to not be considered an Included Investor for all purposes under this Credit Agreement (and thus not included in the Borrowing Base) by written notice to the Administrative Agent, provided that the Borrowers may thereafter re-include such Investor as an Included Investor (and thus included in the Borrowing Base) with the prior written consent of the Administrative Agent. Prior to giving effect to any termination, suspension, cancellation, reduction, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than a Transfer by an Investor of all or a portion of its interest in the applicable Fund, which (for the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of such withdrawal, termination, suspension, transfer, cancellation, reduction, excuse or waiver.

Capital Commitments. None of the Borrowers No Borrower shall, nor shall they permit any other Credit Party to, permit any withdrawal, termination, reduction, suspension, excuse, formal waiver or other cancellation with respect to an obligation of any Investor : (other than the SOX Insidersa) under its Subscription Agreement or the Partnership Agreement or any Side Letter without the prior written consent of the Lenders which may be withheld in their sole discretion, unless (A) the Investor Capital Commitment and other obligations of such Investor are assumed by another Investor in accordance with the terms of this Credit Agreement and the applicable Constituent Document or (B) the applicable Investor Capital Commitments relate solely to PWM Investors and/or one (1) single Institutional Investor and, together, do not exceed three percent (3%) of the aggregate Investor Capital Commitments of all Investors (on a cumulative basis). The Borrowers each covenant and agree that if any Event of Default has occurred and is continuing and to the extent the same has not already been delivered to the Administrative Agent, the Borrowers shall, and shall cause each Pledgor to, promptly, but in no event later than (x) two (2) Business Days in the case of the Institutional Investors, and (y) seven (7) Business Days in the case of the PWM Investors deliver to the Administrative Agent true, correct and complete copies of each such notice described in the preceding sentence. The Borrowers may designate any Included Investor to not be considered an Included Investor for all purposes under this Credit Agreement (and thus not included in the Borrowing Base) by written notice to the Administrative Agent, provided that the Borrowers may thereafter re-include such Investor as an Included Investor (and thus included in the Borrowing Base) with the prior written consent of the Administrative Agent. Prior , which may be withheld in its sole reasonable discretion, cancel, suspend, excuse, defer or axxxx the Capital Commitment of any of its Investors (other than (i) in connection with a transfer or withdrawal permitted by this Credit Agreement, (ii) in connection with the cancellation, suspension, excuse, deferment or abatement of the Capital Commitment of a Non-Rated Included Investor in an aggregate amount (together with any other cancelled, suspended, excused, deferred or abated Capital Commitment pursuant to the Section 9.12(a)(ii)) not to exceed five percent (5%) of the aggregate Capital Commitments or (iii) in accordance with the Constituent Documents under circumstances where a Borrower has no discretion (i.e., the applicable Investor is entitled to such an excuse or withdrawal under the terms of the Constituent Documents as a matter of right); provided that, in each case, the Borrowers have made advance prepayment of any resulting mandatory prepayment hereunder after giving effect to any terminationsuch cancellation, suspension, cancellationexcuse, reductiondeferral or abatement); or (b) relieve, excuse excuse, delay, postpone, compromise or waiver pursuant to this Section 9.6axxxx any Investor from the making of any Capital Contribution (including, or any withdrawal or transfer pursuant to this Section 9.6 (other than a Transfer by an Investor of all or a portion of its interest in the applicable Fund, which (for the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6, in connection with any particular investment of such Borrower), the Available Commitment will proceeds of which are to be calculatedapplied to repayment of the Obligations; provided that if an Investor has the right under the Constituent Documents to be excused from an investment, the applicable Borrower shall be permitted to excuse such Investor from its Capital Contribution with respect to such investment and if any obligations incurred with respect to such action would result in a investment, so long as any resulting mandatory prepayment pursuant to Section 2.1(e), hereunder as a result of such prepayment shall be excuse is made prior to the effectiveness of such withdrawal, termination, suspension, transfer, cancellation, reduction, excuse or waivergiving effect thereto.

Capital Commitments. None of the Borrowers shall, nor shall they permit any other Credit Party to, permit any withdrawal, termination, reduction, suspension, excuse, formal waiver or other cancellation with respect to an obligation of any Investor (other than the SOX Insiders) under its Subscription Agreement or the Partnership LLC Agreement or any Side Letter without the prior written consent of the Lenders which may be withheld in their sole reasonable discretion, unless (A) the Investor Capital Commitment and other obligations of such Investor are assumed by another Investor in accordance with the terms of this Credit Agreement and the applicable Constituent Document or (B) the applicable Investor Capital Commitments relate solely with respect to PWM Investors and/or one (1) single Institutional Investor and, together, do not exceed three no more than five percent (35%) of the aggregate Investor Capital Commitments, if the Investor Capital Commitments of all such Investors (on a cumulative basis)are not Included Investors and hence not included in the Borrowing Base. The Borrowers each covenant Primary Borrower covenants and agree agrees that if any Event of Default has occurred and is continuing and to the extent the same has not already been delivered to the Administrative Agent, the Borrowers shall, and Primary Borrower shall cause each Pledgor to, promptly, but in no event later than (x) two (2) Business Days in the case of the Institutional Investors, and (y) seven (7) Business Days in the case of the PWM Investors deliver to the Administrative Agent true, correct and complete copies of each such notice described in the preceding sentence. The Borrowers may designate any Included Investor to not be considered an Included Investor for all purposes under this Credit Agreement (and thus not included in the Borrowing Base) by written notice to the Administrative Agent, provided that the Borrowers may thereafter re-include such Investor as an Included Investor (and thus included in the Borrowing Base) with the prior written consent of the Administrative Agent. Prior to giving effect to any termination, suspension, cancellation, reduction, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than a Transfer by an Investor of all or a portion of its interest in the applicable FundPrimary Borrower, which (for the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of such withdrawal, termination, suspension, transfer, cancellation, reduction, excuse or waiver.

Capital Commitments. None of the Borrowers shallSuch Borrower shall not: (i) cancel, nor shall they permit any other Credit Party to, permit any withdrawal, termination, reduction, suspensionreduce, excuse, formal waiver or other cancellation with respect to an obligation axxxx the Capital Commitment of any Investor (other than the SOX Insiders) under its Subscription Agreement or the Partnership Agreement or any Side Letter without the prior written consent of all of the Lenders which may be withheld in their sole discretiondiscretion or (ii) relieve, unless excuse, delay, postpone, compromise or axxxx any Investor from the making of any Capital Contribution (including, for the avoidance of doubt, in connection with any particular Investment of such Borrower), provided, however, such Borrower may in its discretion (A) the treat any Investor Capital Commitment and other obligations of such Investor are assumed by another Investor as an Excused Shareholder in accordance with the terms Limited Exclusion Rights under its Subscription Agreement with respect to any Investment, but not with respect to any Drawdown for repayment of this Credit Agreement the Obligations, with prior written notice to Administrative Agent and the applicable Constituent Document or (B) so long as no Event of Default or Potential Default in either case has occurred and is continuing, give any relief to any Platform Investor or HNW Investor that is classified as an Excluded Investor prior to granting such relief, that would otherwise be prohibited pursuant to clauses (i) or (ii) of this Section 9.10 so long as, at the applicable Investor time of such relief, the aggregate Capital Commitments relate solely with respect to PWM which relief has been granted pursuant to this clause (B) plus the aggregate Capital Commitments of Investors and/or one (1) single Institutional Investor and, together, withdrawn pursuant to Section 9.7 do not exceed three exceed, on a cumulative basis, two percent (32%) of the aggregate Investor Capital Commitments of all Investors (on a cumulative basisthe “Permitted Excluded Commitments”). The Borrowers each covenant and agree ; provided that if any Event of Default has occurred and is continuing and to the extent the same has not already been delivered to the Administrative Agent, the Borrowers shall, and shall cause each Pledgor to, promptly, but in no event later than (x) two (2) Business Days in the case of the Institutional Investors, and (y) seven (7) Business Days in the case of the PWM Investors deliver to the Administrative Agent true, correct and complete copies of each such notice described in the preceding sentence. The Borrowers may designate any Included Investor to not be considered an Included Investor for all purposes under this Credit Agreement (and thus not included in the Borrowing Base) by written notice to the Administrative Agent, provided that the Borrowers may thereafter re-include such Investor as an Included Investor (and thus included in the Borrowing Base) with the prior written consent of the Administrative Agent. Prior to giving effect to any termination, suspension, cancellation, reduction, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than a Transfer by an Investor of all or a portion of its interest in the applicable Fund, which (for the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action relief would result in a mandatory prepayment pursuant to Section 2.1(e3.5(b), such mandatory prepayment shall first be calculated and paid to the Lenders prior to granting relief of such Capital Commitments and such prepayment shall be made prior subject to the effectiveness of such withdrawal, termination, suspension, transfer, cancellation, reduction, excuse or waiverSection 4.5.

Capital Commitments. None (a) Each Member’s Capital Commitment shall be set forth on the Member List and in such Member’s Subscription Agreement and shall be payable in cash in U.S. dollars or, with Board Approval, in in-kind contributions of Investments. Each such payment shall be made from time to time within ten (10) business days after notice from the Borrowers shall, nor shall they permit Administrative Agent (or any other Credit Party toPerson with the power and authority to call the Capital Commitments) specifying the amount then to be paid, permit any withdrawal, termination, reduction, suspension, excuse, formal waiver or other cancellation with respect to an obligation of any Investor (other than the SOX Insiders) under its Subscription Agreement or the Partnership Agreement or any Side Letter without the prior written consent of the Lenders which such later date as may be withheld specified in such notice; provided that any such amount to be used for a purpose requiring Prior Board Approval or Board Approval shall be subject to such Prior Board Approval or Board Approval, as applicable. Capital Contributions shall be made by all Members pro rata based on their sole discretionrespective Capital Commitments. (b) Capital Contributions which are not used for their intended purpose shall be returned to the Members within ninety (90) days in the same proportion in which made, unless (A) in which case such amount shall be added back to the Investor Capital Commitment and other obligations of such Investor are assumed by another Investor in accordance with the terms of this Credit Agreement and the applicable Constituent Document or (B) the applicable Investor Capital Commitments relate solely to PWM Investors and/or one (1) single Institutional Investor and, together, do not exceed three percent (3%) of the aggregate Investor unfunded Capital Commitments of all Investors (on a cumulative basis)the Members and may be recalled by the Company as set forth in this Article 3. The Borrowers each covenant and agree that if any Event of Default has occurred and is continuing and Capital Contributions which have been returned to Members also may be recalled to the extent provided by Section 5.4. (c) Following the same has not already been delivered to end of the Administrative AgentInvestment Period, the Borrowers shall, and Company shall cause each Pledgor to, promptly, but in no event later than not issue capital calls pursuant to Section 3.1 except for Valid Company Purposes. (xd) two (2) Business Days in A Member may suspend the case of the Institutional Investors, and (y) seven (7) Business Days in the case of the PWM Investors deliver to the Administrative Agent true, correct and complete copies of each such notice described in the preceding sentence. The Borrowers may designate any Included Investor to not be considered an Included Investor for all purposes under this Credit Agreement Investment Period (and thus not included in the Borrowing BaseMember’s unfunded Capital Commitment with respect thereto) by (i) for any reason upon fifteen (15) days’ prior written notice to the Administrative Agentother Member or (ii) immediately upon notice to the other Member following a Cause Event with respect to such other Member. Notwithstanding the foregoing, provided that the Borrowers may thereafter re-include each Member shall remain liable for such Investor as an Included Investor Member’s unfunded Capital Commitment for Valid Company Purposes set forth in clauses (and thus included in the Borrowing Baseii) with the prior written consent through (vi) during any suspension of the Administrative Agent. Prior to giving effect to any termination, suspension, cancellation, reduction, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than a Transfer by an Investor of all or a portion of its interest in the applicable Fund, which (for the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of such withdrawal, termination, suspension, transfer, cancellation, reduction, excuse or waiverInvestment Period.

Capital Commitments. None of the Borrowers No Borrower shall, nor shall they permit any other Credit Party to, permit any withdrawal, termination, reduction, suspension, excuse, formal waiver or other cancellation with respect to an obligation of any Investor : (other than the SOX Insidersa) under its Subscription Agreement or the Partnership Agreement or any Side Letter without the prior written consent of the Lenders which may be withheld in their sole discretion, unless (A) the Investor Capital Commitment and other obligations of such Investor are assumed by another Investor in accordance with the terms of this Credit Agreement and the applicable Constituent Document or (B) the applicable Investor Capital Commitments relate solely to PWM Investors and/or one (1) single Institutional Investor and, together, do not exceed three percent (3%) of the aggregate Investor Capital Commitments of all Investors (on a cumulative basis). The Borrowers each covenant and agree that if any Event of Default has occurred and is continuing and to the extent the same has not already been delivered to the Administrative Agent, the Borrowers shall, and shall cause each Pledgor to, promptly, but in no event later than (x) two (2) Business Days in the case of the Institutional Investors, and (y) seven (7) Business Days in the case of the PWM Investors deliver to the Administrative Agent true, correct and complete copies of each such notice described in the preceding sentence. The Borrowers may designate any Included Investor to not be considered an Included Investor for all purposes under this Credit Agreement (and thus not included in the Borrowing Base) by written notice to the Administrative Agent, provided that the Borrowers may thereafter re-include such Investor as an Included Investor (and thus included in the Borrowing Base) with the prior written consent of the Administrative Agent. Prior , which may be withheld in its sole reasonable discretion, cancel, suspend, excuse, defer or xxxxx the Capital Commitment of any of its Investors (other than (i) in connection with a transfer or withdrawal permitted by this Credit Agreement, (ii) in connection with the cancellation, suspension, excuse, deferment or abatement of the Capital Commitment of a Non-Rated Included Investor in an aggregate amount (together with any other cancelled, suspended, excused, deferred or abated Capital Commitment pursuant to the Section 9.12(a)(ii)) not to exceed five percent (5%) of the aggregate Capital Commitments or (iii) in accordance with the Constituent Documents under circumstances where a Borrower has no discretion (i.e., the applicable Investor is entitled to such an excuse or withdrawal under the terms of the Constituent Documents as a matter of right); provided that, in each case, the Borrowers have made advance prepayment of any resulting mandatory prepayment hereunder after giving effect to any terminationsuch cancellation, suspension, cancellationexcuse, reductiondeferral or abatement); or (b) relieve, excuse excuse, delay, postpone, compromise or waiver pursuant to this Section 9.6xxxxx any Investor from the making of any Capital Contribution (including, or any withdrawal or transfer pursuant to this Section 9.6 (other than a Transfer by an Investor of all or a portion of its interest in the applicable Fund, which (for the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6, in connection with any particular investment of such Borrower), the Available Commitment will proceeds of which are to be calculatedapplied to repayment of the Obligations; provided that if an Investor has the right under the Constituent Documents to be excused from an investment, the applicable Borrower shall be permitted to excuse such Investor from its Capital Contribution with respect to such investment and if any obligations incurred with respect to such action would result in a investment, so long as any resulting mandatory prepayment pursuant to Section 2.1(e), hereunder as a result of such prepayment shall be excuse is made prior to the effectiveness of such withdrawal, termination, suspension, transfer, cancellation, reduction, excuse or waivergiving effect thereto.

Capital Commitments. None (a) Each Member’s Capital Commitment shall be set forth on the Member List and in such Member’s Subscription Agreement and shall be payable in cash in U.S. dollars or a foreign currency in which an Investment is to be made with Manager Approval. Subject to Manager Approval, each payment of a Member’s Capital Commitment shall be made from time to time within three (3) Business Days after notice from the Board specifying the amount then to be paid, or such later date as may be specified in such notice. Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments. (b) Each Member’s remaining Capital Commitment shall expire upon the termination of the Borrowers shallReinvestment Period. (c) Investor may terminate all of its remaining Capital Commitments at any time upon written notice to Solar; provided, nor shall they permit any other Credit Party to, permit any withdrawal, termination, reduction, suspension, excuse, formal waiver or other cancellation with respect to an obligation of any that Investor (other than may only terminate the SOX Insiders) under its Subscription Agreement or the Partnership Agreement or any Side Letter without the prior written consent of the Lenders which may be withheld in their sole discretion, unless (A) the Investor remaining Capital Commitment and other obligations of such Investor are assumed by another Investor in accordance with the terms of under this Credit Agreement and the applicable Constituent Document or (B) the applicable Investor Capital Commitments relate solely to PWM Investors and/or one (1) single Institutional Investor and, together, do not exceed three percent (3%) of the aggregate Investor Capital Commitments of all Investors (on a cumulative basis). The Borrowers each covenant and agree that if any Event of Default has occurred and is continuing and to the extent it terminates its remaining capital commitments to all other Investor Entities. Upon any such termination, (i) the same has not already been delivered Reinvestment Period shall terminate automatically and (ii) Solar (or one of its Affiliates) or a third party investor acceptable to Solar shall have the Administrative Agent, the Borrowers shall, and shall cause each Pledgor to, promptly, but in no event later than (x) two (2) Business Days right to acquire Investor’s membership interest in the case Company and Junior Loans at the then current Value (and be required to assume Investor’s remaining Capital Commitment). In the event that Solar elects to purchase all of the Institutional Investors, Investor’s Junior Loans and (y) seven (7) Business Days interests in the case of the PWM Investors deliver to the Administrative Agent true, correct and complete copies of each such notice described in the preceding sentence. The Borrowers may designate any Included Investor to not be considered an Included Investor for all purposes under this Credit Agreement (and thus not included in the Borrowing Base) by written notice to the Administrative Agent, provided that the Borrowers may thereafter re-include such Investor as an Included Investor (and thus included in the Borrowing Base) with the prior written consent of the Administrative Agent. Prior to giving effect to any termination, suspension, cancellation, reduction, excuse or waiver Company pursuant to this Section 9.63.1(c) and as a result of the procedures set forth in Section 9.5(a)(iii) the valuation for such purchase is increased, Solar shall have the right to revoke its purchase election. To the extent a placement agent is engaged by Investor or its Affiliates, in their respective sole discretion, in connection with the sale contemplated in subsection (ii) above, then such placement agent’s fees shall be paid from the proceeds of such sale. To the extent a placement agent is engaged by Solar or its Affiliates, in their respective sole discretion, in connection with the sale contemplated in subsection (ii) above, then such placement agent’s fees shall be paid for by Solar or its Affiliates, as applicable. (d) Solar may terminate all of Investor’s remaining Capital Commitments at any withdrawal or transfer pursuant time after one year following the date of this Agreement upon written notice to this Section 9.6 Investor. Upon any such termination, the Reinvestment Period shall terminate automatically. (other than a Transfer by an Investor of all or a portion of its interest in the applicable Fund, which (for e) For the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6, termination of Investor’s remaining Capital Commitment pursuant to Sections 3.1(c), 3.1(d) and 8.4 shall not extinguish Investor’s obligation to contribute capital to the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made extent any revolver or delay draw exists on or prior to the effectiveness date of such withdrawal, termination, suspension, transfer, cancellation, reduction, excuse or waivertermination and shall not terminate the remaining Capital Commitment of any other Member.