Common use of Excess Loans Outstanding Clause in Contracts

Excess Loans Outstanding. Subject to Section 3.04(c), to the extent applicable, if, on any day, the Principal Obligation exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery of an Initial Notice, the application of any Investor Concentration Limit or Portfolio Asset Concentration Limit, an update to the Fair Market Value of an Eligible Portfolio Asset, or the failure of an Eligible Portfolio Asset to comply with all of the criteria to be an “Eligible Portfolio Asset” (a “Mandatory Prepayment Event”)), then the applicable Borrower Party shall pay to Administrative Agent, for the benefit of Lenders, an amount sufficient that, after giving effect to such prepayment and any Capital Calls and/or the Disposition of any Portfolio Asset to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lender) (such amount, the “Required Payment”), in Same Day Funds: (A) promptly following Borrower’s knowledge of such Mandatory Prepayment Event (but in no event later than three (3) Business Days after the earlier of (I) Administrative Agent’s demand, and (II) Borrower’s knowledge of such Mandatory Prepayment Event), to the extent such funds are available in the Collateral Account or the Portfolio Collection Accounts; and (B) within fifteen (15) Business Days of the earlier of (I) Administrative Agent’s demand, and (II) Borrower’s knowledge of such Mandatory Prepayment Event (the “Prepayment Period”), to the extent that it is necessary for Borrower to (x) issue Capital Call Notices to fund such Required Payment (and Borrower shall issue such Capital Call Notices during such time) and shall pay such Required Payment, promptly after the Capital Contributions relating to such Capital Call Notice are received or (y) Dispose of a Portfolio Asset (with prompt (within three (3) Business Days) identification of such Portfolio Asset and written certification to the Administrative Agent that the cash received from such Disposition (net of Associated Expenses) will be used to repay the excess Principal Obligation required to be paid pursuant to this Section 3.04(a) within the Prepayment Period), the Disposition proceeds of which (net of Associated Expenses), together with all funds then on deposit in the Collateral Account and the Portfolio Collection Accounts, equal the Required Payment to be paid pursuant to this Section 3.04(a).

Excess Loans Outstanding. Subject to Section 3.04(c), to the extent applicable, ifIf, on any daydate, either (i) the Dollar Equivalent of the Principal Obligation Obligations exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery transfer of an Initial Notice, a Subscriber’s interest) USActive 58236919.3 or (ii) the application of any Investor Concentration Limit or Portfolio Asset Concentration Limit, an update to the Fair Market Value of an Eligible Portfolio Asset, or the failure of an Eligible Portfolio Asset to comply with all Dollar Equivalent of the criteria Principal Obligations causes the maximum amount of Indebtedness permitted to be an “Eligible Portfolio Asset” (a “Mandatory Prepayment Event”))outstanding under the Constituent Documents of the Credit Parties to be exceeded, then the applicable Borrower Party Borrower(s) shall pay on demand such excess without premium or penalty to the Administrative Agent, for the benefit of Lendersthe Secured Parties, an amount sufficient that, after giving effect to such prepayment and any Capital Calls and/or the Disposition of any Portfolio Asset to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment in immediately available funds (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lenderis addressed by Section 2.1(e)(ii) hereof): (such amount, the “Required Payment”), in Same Day Funds: (A1) promptly following Borrower’s knowledge of such Mandatory Prepayment Event (upon demand but in no event later than three (3) Business Days after the earlier of (I) Administrative Agent’s following such demand, and (II) Borrower’s knowledge of such Mandatory Prepayment Event), to the extent such funds are available (or credited) in the applicable Collateral Account for such Borrower; provided that, the amount so debited from any such Collateral Account shall not exceed the amount of the Principal Obligations owing by the Borrowers; or the Portfolio Collection Accounts; and (B2) otherwise, within fifteen (15) Business Days of the earlier of (I) Administrative Agent’s demand, and (II) Borrower’s knowledge of such Mandatory Prepayment Event (the “Prepayment Period”), to the extent that it is necessary for Borrower the Borrowers to (x) issue Feeder Capital Call Notices Calls to fund such Required Payment required payment (and Borrower the Borrowers shall issue such Feeder Capital Call Notices Calls during such time) , and shall pay such Required Payment, excess promptly after the Feeder Capital Contributions relating to such Feeder Capital Call Notice Calls are received received). Each Borrower hereby agrees that during the occurrence of an Event of Default or on or after the thirtieth (y30th) Dispose of day prior to the Maturity Date if a Portfolio Asset (with prompt (within three (3) Business Days) identification of such Portfolio Asset and written certification to Special Default exists, the Administrative Agent that may withdraw from the cash received Collateral Account of any Borrower with an outstanding Borrowing any Feeder Capital Contributions deposited therein and apply the same to such Borrower’s ratable share of the Principal Obligations until such time as the payment obligations of this Section 2.1(e) have been satisfied in full; provided that, the amount so debited from such Disposition (net Collateral Account(s) shall not exceed the amount of Associated Expenses) will be used to repay the excess Principal Obligation required to be paid pursuant to Obligations owing by the Borrowers. After any withdrawal of funds from any Collateral Account as contemplated in this Section 3.04(a) within the Prepayment Period2.1(e)(i), the Disposition proceeds Administrative Agent shall promptly deliver written notice of which (net such withdrawal to the applicable Borrower(s); provided that the failure of Associated Expenses), together with all funds then on deposit in the Collateral Account and Administrative Agent to give such notice will not affect the Portfolio Collection Accounts, equal the Required Payment to be paid pursuant to this Section 3.04(a)validity of such withdrawal.

Excess Loans Outstanding. Subject to Section 3.04(c), to the extent applicable, ifIf, on any day, the Principal Obligation exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery of an Initial Notice, or the application of any Investor Concentration Limit or Portfolio Asset Concentration Limit, an update to the Fair Market Value of an Eligible Portfolio Asset, or the failure of an Eligible Portfolio Asset to comply with all of the criteria to be an “Eligible Portfolio Asset” ) (a “Mandatory Prepayment Event”)), then the applicable Borrower Party shall pay to Administrative Agent, for the benefit of Lenders, an amount sufficient that, after giving effect to such prepayment and any Capital Calls and/or the Disposition of any Portfolio Asset to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lender) (such amount, the “Required Payment”), in Same Day Funds: (A) promptly following Borrower’s knowledge of such Mandatory Prepayment Event (but in no event later than three (3) Business Days after the earlier of (I) Administrative Agent’s demand, and (II) Borrower’s knowledge of such Mandatory Prepayment Event), to the extent such funds are available in the Collateral Account or the Portfolio Collection AccountsAccount; and (B) within fifteen (15) Business Days of the earlier of (I) Administrative Agent’s demand, and (II) Borrower’s knowledge of such Mandatory Prepayment Event (the “Prepayment Period”)Event, to the extent that it is necessary for Borrower to (x) issue Capital Call Notices to fund such Required Payment (and Borrower shall issue such Capital Call Notices during such time) and shall pay such Required Payment, promptly after the Capital Contributions relating to such Capital Call Notice are received or (y) Dispose of a Portfolio Asset (with prompt (within three (3) Business Days) identification of such Portfolio Asset and written certification to the Administrative Agent that the cash received from such Disposition (net of Associated Expenses) will be used to repay the excess Principal Obligation required to be paid pursuant to this Section 3.04(a) within the Prepayment Period), the Disposition proceeds of which (net of Associated Expenses)received, together with all funds then on deposit in the Collateral Account and the Portfolio Collection AccountsAccount, equal the Required Payment to be paid pursuant to this Section 3.04(a).

Excess Loans Outstanding. Subject to Section 3.04(c), to the extent applicable, ifIf, on any day, the Principal Obligation exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery of an Initial Notice, or the application of any Investor Concentration Limit or Portfolio Asset Concentration Limit, an update to the Fair Market Value of an Eligible Portfolio Asset, or the failure of an Eligible Portfolio Asset to comply with all of the criteria to be an “Eligible Portfolio Asset” ”) (a “Mandatory Prepayment Event”)), then the applicable Borrower Party shall pay to Administrative Agent, for the benefit of Lenders, an amount sufficient that, after giving effect to such prepayment and any Capital Calls and/or the Disposition of any Portfolio Asset to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lender) (such amount, the “Required Payment”), in Same Day Funds: (A) promptly following Borrower’s knowledge of such Mandatory Prepayment Event (but in no event later than three (3) Business Days after the earlier of (I) Administrative Agent’s demand, and (II) Borrower’s knowledge of such Mandatory Prepayment Event), to the extent such funds are available in the Collateral Account or the Portfolio Collection Accounts; and (B) within fifteen (15) Business Days of the earlier of (I) Administrative Agent’s demand, and (II) Borrower’s knowledge of such Mandatory Prepayment Event (the “Prepayment Period”), to the extent that it is necessary for Borrower to (x) issue Capital Call Notices to fund such Required Payment (and Borrower shall issue such Capital Call Notices during such time) and shall pay such Required Payment, promptly after the Capital Contributions relating to such Capital Call Notice are received or (y) Dispose of a Portfolio Asset (with prompt (within three (3) Business Days) identification of such Portfolio Asset and written certification to the Administrative Agent that the cash received from such Disposition (net of Associated Expenses) will be used to repay the excess Principal Obligation required to be paid pursuant to this Section 3.04(a) within the Prepayment Period), the Disposition proceeds of which (net of Associated Expenses), together with all funds then on deposit in the Collateral Account and the Portfolio Collection Accounts, equal the Required Payment to be paid pursuant to this Section 3.04(a).

Excess Loans Outstanding. Subject to Section 3.04(c), to the extent applicable, ififIf, on any day, the Principal Obligation exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery of an Initial Notice, the application of any Investor Concentration Limit or Portfolio Asset Concentration Limit or Portfolio Asset Concentration Limit, an update to the Fair Market Value of an Eligible Portfolio Asset, or the failure of an Eligible Portfolio Asset to comply with all of the criteria to be an “"Eligible Portfolio Asset” " (a “"Mandatory Prepayment Event”")), then the applicable Borrower Party shall pay to Administrative Agent, for the benefit of Lenders, an amount sufficient that, after giving effect to such prepayment and any Capital Calls and/or the Disposition of any Portfolio Asset to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lender) (such amount, the “"Required Payment”"), in Same Day Funds: (A) promptly following Borrower’s 's knowledge of such Mandatory Prepayment Event (but in no event later than three (3) Business Days after the earlier of (I) Administrative Agent’s 's demand, and (II) Borrower’s 's knowledge of such Mandatory Prepayment Event), to the extent such funds are available in the Collateral Account or the Portfolio Collection Accounts; and (B) within fifteen (15) Business Days of the earlier of (I) Administrative Agent’s 's demand, and (II) Borrower’s 's knowledge of such Mandatory Prepayment Event (the “"Prepayment Period”"), to the extent that it is necessary for Borrower to (x) issue Capital Call Notices to fund such Required Payment (and Borrower shall issue such Capital Call Notices during such time) and shall pay such Required Payment, promptly after the Capital Contributions relating to such Capital Call Notice are received or (y) Dispose of a Portfolio Asset (with prompt (within three (3) Business Days) identification of such Portfolio Asset and written certification to the Administrative Agent that the cash received from such Disposition (net of Associated Expenses) will be used to repay the excess Principal Obligation required to be paid pursuant to this Section 3.04(a) within the Prepayment Period), the Disposition proceeds of which (net of Associated Expenses), together with all funds then on deposit in the Collateral Account and the Portfolio Collection Accounts, equal the Required Payment to be paid pursuant to this Section 3.04(a).