Common use of Certain Prepayments Clause in Contracts

Certain Prepayments. (A) The Borrower (pursuant to Section 2.7(B) and as otherwise permitted in this Agreement, except as a result of a Takeout Transaction) may at any time upon written notice to the Agent and the Funding Agents, and subject to the priority of payments set forth in Section 2.7(B), prepay all or any portion of the balance of the principal amount of the Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment (which notice may be conditioned upon any event). Each such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid and (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date, but shall otherwise be made without any penalty or premium. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Agent shall apply such proceeds to prepay the Advances made in respect of Solar Loans and the related SL Solar Assets or Solar Assets, as applicable, that are subject to such Takeout Transaction (and make other related payments in accordance with Section 2.7(C)). To the extent applicable, each such prepayment shall be accompanied by the Takeout Transaction Fee, if any.

Certain Prepayments. (A) The Borrower (through the Paying Agent pursuant to Section 2.7(B) and as otherwise permitted in this Agreement, except as a result of a Takeout Transaction) may at any time upon written notice to the Agent Agent, the Funding Agents and the Funding AgentsPaying Agent, and subject to the priority of payments set forth in Section 2.7(B), prepay all or any portion of the balance of the principal amount of the Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment (which notice may be conditioned upon any event)prepayment. Each such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid and (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date, but shall otherwise be made without any penalty or premium. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Agent shall apply such proceeds to prepay the Advances made in respect of Solar Loans and the related SL Solar Assets or Solar Assets, as applicable, that are subject to such Takeout Transaction (and make other related payments in accordance with Section 2.7(C)). To Sections 2.7(B) first (to the extent applicableDistributable Collections are being disbursed pursuant to Section 2.7(B)) and 2.7(C) second) including any such payments due to the Paying Agent, each such prepayment shall be accompanied by the Takeout Transaction FeeBack-Up Servicer, if anyand the Transition Manager.

Certain Prepayments. (A) The Borrower (through the Paying Agent pursuant to Section 2.7(B) and as otherwise permitted in this Agreement, except as a result of a Takeout Transaction) may at any time upon written notice to the Agent Administrative Agent, the Funding Agents and the Funding AgentsPaying Agent, and subject to the priority of payments set forth in Section 2.7(B), prepay all or any portion of the balance of the principal amount of the Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment (which and such notice may be conditioned upon on any eventevent but withdrawal of the notice will be subject to payment breakage costs to Lenders if the notice of prepayment is withdrawn within two (2) business days of the date that prepayment was initially noticed to occur). Each such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid and (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date, but shall otherwise be made without any penalty or premium. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Administrative Agent shall apply such proceeds to prepay the Advances made in respect of Solar Loans and the related SL Solar Assets or Solar Assets, as applicable, that are subject to such Takeout Transaction (and make other related payments in accordance with Section 2.7(C)). To 2.7(B) first (to the extent applicableDistributable Collections are being disbursed pursuant to Section 2.7(B)) and 2.7(C) second) including any such payments due to the Paying Agent, each such prepayment shall be accompanied by the Takeout Transaction FeeBack-Up Servicer, if anyand the Transition Manager.

Certain Prepayments. (A) The Borrower (pursuant to Section 2.7(B) and as otherwise permitted in this Agreement, except as a result of a Takeout Transaction) may at any time upon written notice to the Agent Administrative Agent, the Funding Agents and the Funding AgentsPaying Agent, and subject to the priority of payments set forth in Section 2.7(B), prepay all or any portion of the balance of the principal amount of the Advances based on the outstanding principal amounts thereof, which notice shall be given by 11:00 A.M. at least two three (23) Business Days prior to the proposed date of such prepayment (which notice may be conditioned upon any event)prepayment. Each such prepayment (which need not be on a Payment Date) that is a partial prepayment of the Advances shall be in an amount of not less than $1,000,000 or an integral multiple of $100,000 in excess thereof, and shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid and prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment DateDate and (c) the payment of all fees then due and payable to the Administrative Agent, but shall otherwise be made without any penalty or premiumthe Lenders, the Collateral Agent, the Paying Agent, the Custodian, the Transaction Manager and the Transaction Transition Manager. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable feesdeposit, taxesor cause to be deposited, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction AccountAccount from the net proceeds of each Takeout Transaction and from any capital contributions from the Sponsor an amount equal to at least the sum of the Minimum Payoff Amount and the Holdco Minimum Payoff Amount, in each case with respect to each Takeout Transaction, and the Paying Agent shall apply such proceeds to prepay the Advances made in respect of Solar Loans and the related SL Solar Assets or Solar Assets, as applicable, that are subject to such Takeout Transaction (and make other related payments amount in accordance with Section 2.7(C)). To the extent applicable, each such prepayment shall be accompanied by the Takeout Transaction Fee, if any.

Certain Prepayments. (A) The Borrower (pursuant to Section 2.7(B) and as otherwise permitted in this Agreement, except as a result of a Takeout Transaction) may at any time upon written notice to the Agent and the Funding Agents, and subject to the priority of payments set forth in Section 2.7(B), prepay all or any portion of the balance of the principal amount of the Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment (which notice may be conditioned upon any event). Each such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid and (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date, but shall otherwise be made without any penalty or premium. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Agent shall apply such proceeds to prepay the Advances made in respect of Solar Loans and the related SL Solar Assets or Solar Assets, as applicable, that are subject to such Takeout Transaction (and make other related payments in accordance with Section 2.7(C)). To the extent applicable, each such prepayment shall be accompanied by the Takeout Transaction Fee, if any.

Certain Prepayments. (A) The Borrower (through the Paying Agent pursuant to Section 2.7(B) and as otherwise permitted in this Agreement, except as a result of a Takeout Transaction) may at any time upon written notice to the Agent Agent, the Funding Agents and the Funding AgentsPaying Agent, and subject to the priority of payments set forth in Section 2.7(B), prepay all or any portion of the balance of the principal amount of the Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment (which notice may be conditioned upon any event)prepayment. Each such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid and (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date, but shall otherwise be made without any penalty or premium. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Agent shall apply such proceeds to prepay the Advances made in respect of Solar Loans and the related SL Solar Assets or Solar Assets, as applicable, that are subject to such Takeout Transaction (and make other related payments in accordance with Section Sections 2.7(B) and 2.7(C)). To ) including any such payments due to the extent applicablePaying Agent, each such prepayment shall be accompanied by the Takeout Transaction FeeBack-Up Servicer, if anyand the Transition Manager.

Certain Prepayments. (A) The Borrower (through the Paying Agent pursuant to Section 2.7(B) and as otherwise permitted in this Agreement, except as a result of a Takeout Transaction) may at any time upon written notice to the Agent Agent, the Funding Agents and the Funding AgentsPaying Agent, and subject to the priority of payments set forth in Section 2.7(B), prepay all or any portion of the balance of the principal amount of the Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment (which notice may be conditioned upon any event)prepayment. Each such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid and (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date, but shall otherwise be made without any penalty or premium. (B) The Borrower shall deposit all proceeds of any Takeout Transaction (net of reasonable fees, taxes, commissions, premiums and expenses incurred by the Borrower in connection with such Takeout Transaction so long as such deposit is greater than or equal to the Minimum Payoff Amount) into the Takeout Transaction Account, and the Agent shall apply such proceeds to prepay the Advances made in respect of Solar Loans and the related SL Solar Assets or Solar Assets, as applicable, that are subject to such Takeout Transaction (and make other related payments in accordance with Section 2.7(C)). To Sections 2.7(B) first (to the extent applicableDistributable Collections are being disbursed pursuant to Section 2.7(B)) and 2.7(C) second) including any such payments due to the Paying Agent, each such prepayment shall be accompanied by the Takeout Transaction FeeBack-Up Servicer, and the Transition Manager. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if anypublicly disclosed.