Common use of Mandatory Prepayments of Advances Clause in Contracts

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Borrowing Base (the occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to each Funding Agent for the account of its Lender Group the amount of any such excess (to be applied to the reduction of Advances ratably among the Lender Groups based on their Lender Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Borrowing Base (the occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to the Agent, for delivery to each Funding Agent for the account of its each Lender Group Group, the amount of any such excess (to be applied to the reduction of Advances ratably among the all Lender Groups based on their Lender Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, the Seller (Solar Loans) may instead voluntarily assign additional Eligible Solar Loans and the related SL Solar Assets to the Borrower under the Sale and Contribution Agreement (Solar Loans) in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller (Solar Loans) intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller (Solar Loans) delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 (Solar Loans) Custodial Certification in respect of such Eligible Solar Loans and the related SL Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Borrowing Base (the occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to the Agent, for delivery to each Funding Agent for the account of its each Lender Group Group, the amount of any such excess (to be applied to the reduction of Advances ratably among the all Lender Groups based on their Lender [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, the Seller (Solar Loans) may instead voluntarily assign additional Eligible Solar Loans and the related SL Solar Assets to the Borrower under the Sale and Contribution Agreement (Solar Loans) in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller (Solar Loans) intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller (Solar Loans) delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 (Solar Loans) Custodial Certification in respect of such Eligible Solar Loans and the related SL Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii2.16(B) and (ii) the Borrowing Base (the occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to each Funding Agent for the account of its Lender Group the amount of any such excess (to be applied to the reduction of Advances among all Lender Groups (i) (x) prior to the occurrence of an Amortization Event or an Event of Default and (y) if the total principal balance of Advances outstanding after giving effect to the application of amounts to the outstanding principal amount of the Advances pursuant to Section 2.7(B) on such Payment Date is equal to or more than $[***], and notwithstanding anything herein or in any other Transaction Document to the contrary, by the Agent in its discretion and as such allocation is communicated to the Funding Agents and the Borrower in advance of such Payment Date, which such allocation shall be conclusive and binding on all Funding Agents and Lenders, (ii) prior to the occurrence of an Amortization Event or an Event of Default, if the total principal balance of Advances outstanding after giving effect to the application of amounts to the outstanding principal amount of the Advances pursuant to Section 2.7(B) on such Payment Date is less than $[***], (x) with respect to the portion of those repayments that does not cause the total principal balance of Advances outstanding after giving effect to the application of such amounts on such Payment Date to be less than $[***], by the Agent in its discretion and as such allocation is communicated to the Funding Agents and the Borrower in advance of such Payment Date, which such allocation shall be conclusive and binding on all Funding Agents and Lenders, and (y) with respect to the portion of those amounts in excess of the amounts described in clause (x) above, ratably among the Lender [***] = 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. Groups based on their Lender Group Advance Percentages, or (iii) after the occurrence of an Amortization Event or an Event of Default, ratably among the Lender Groups based on their Lender Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date; provided that no breach or default shall result under this Section 2.9 or under Section 6.1(A)(i)(x) so long as the applicable Funding Agents shall have received the amounts allocated to them sufficient pursuant to this Section 2.9 to cure such Borrowing Base Deficiency. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Borrowing Base (the 109090915.7 -13- [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to each Funding Agent for the account of its Lender Group the amount of any such excess (to be applied to the reduction of Advances ratably among the Lender Groups based on their Lender Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii2.16(B) and (ii) the Borrowing Base (the occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to each Funding Agent for the account of its Lender Group the amount of any such excess (to be applied to the reduction of Advances among all Lender Groups (i) (x) prior to the occurrence of an Amortization Event or an Event of Default and (y) if the total principal balance of Advances outstanding after giving effect to the application of amounts to the outstanding principal amount of the Advances pursuant to Section 2.7(B) on such [***] = 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. Payment Date is equal to or more than $[***], and notwithstanding anything herein or in any other Transaction Document to the contrary, by the Agent in its discretion and as such allocation is communicated to the Funding Agents and the Borrower in advance of such Payment Date, which such allocation shall be conclusive and binding on all Funding Agents and Lenders, (ii) prior to the occurrence of an Amortization Event or an Event of Default, if the total principal balance of Advances outstanding after giving effect to the application of amounts to the outstanding principal amount of the Advances pursuant to Section 2.7(B) on such Payment Date is less than $[***], (x) with respect to the portion of those repayments that does not cause the total principal balance of Advances outstanding after giving effect to the application of such amounts on such Payment Date to be less than $[***], by the Agent in its discretion and as such allocation is communicated to the Funding Agents and the Borrower in advance of such Payment Date, which such allocation shall be conclusive and binding on all Funding Agents and Lenders, and (y) with respect to the portion of those amounts in excess of the amounts described in clause (x) above, ratably among the Lender Groups based on their Lender Group Advance Percentages, or (iii) after the occurrence of an Amortization Event or an Event of Default, ratably among the Lender Groups based on their Lender Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date; provided that no breach or default shall result under this Section 2.9 or under Section 6.1(A)(i)(x) so long as the applicable Funding Agents shall have received the amounts allocated to them sufficient pursuant to this Section 2.9 to cure such Borrowing Base Deficiency. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii2.16(B) and (ii) the Borrowing Base (the occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to each Funding Agent for the account of its Lender Group the amount of any such excess (to be applied to the reduction of Advances ratably among the all Lender Groups based on their Lender Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge that (i) as of any prior Funding Date, any prior Payment Date or date on which a prepayment was made in accordance with Section 2.8 or (ii) in connection with the delivery of a Borrowing Base Certificate for an upcoming Funding Date, Payment Date or date on which a prepayment is to made in accordance with Section 2.8, or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any Funding Date, Payment Date or date that the Borrowing Base on which a prepayment is required to be calculatedmade in accordance with Section 2.8, (i) the aggregate outstanding principal amount of all Class A Advances exceeds the lesser of (i) the sum of (x) the amount of the Class A Aggregate Commitment in effect as of such date (without giving effect to or treating as outstanding any Advance that was approved pursuant to Section 2.18(A)) and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Class A Borrowing Base (the occurrence of an any such excess of being referred to herein as a “Class A Borrowing Base Deficiency”), or (ii) the aggregate outstanding principal amount of all Class B Advances over exceeds the lesser of (x) the amount set forth of the Class B Aggregate Commitment in clauses effect as of such date (iwithout giving effect to or treating as outstanding any Advance that was approved pursuant to Section 2.18(A)) and (iiy) the Class B Borrowing Base (the occurrence of any such excess being referred to herein as a “Class B Borrowing Base Deficiency” and together with the Class A Borrowing Base Deficiency, a “Borrowing Base Deficiency”), the Borrower shall pay to each the Class A Funding Agent and/or the Class B Funding Agent, as applicable, for the account of its Lender Group the amount of any such excess (to be applied to the reduction of the applicable Advances ratably among the all applicable Lender Groups based on their Lender Group Advance PercentagesPercentages to the extent necessary to cure such Borrowing Base Deficiency), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge that (i) as of any prior Funding Date, any prior Payment Date or date on which a prepayment was made in accordance with Section 2.8 or (ii) in connection with the delivery of a Borrowing Base Certificate for an upcoming Funding Date, Payment Date or date on which a prepayment is to made in accordance with Section 2.8, or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any Funding Date, Payment Date or date on which a prepayment is made in accordance with Section 2.8, (i) the aggregate outstanding principal amount of all Class A Advances exceeds the lesser of (x) the amount of the Class A Aggregate Commitment in effect as of such date (without giving effect to or treating as outstanding any Advance that was approved pursuant to Section 2.18(A)) and (y) the Class A Borrowing Base (the occurrence of any such excess being referred to herein as a “Class A Borrowing Base Deficiency”), or (ii) (A) if such date is required more than 30 days prior to be calculatedthe end of the Availability Period, (I) the aggregate outstanding principal amount of all Class B-I Advances exceeds the lesser of (x) the amount of the Class B-I Aggregate Commitment in effect as of such date (without giving effect to or treating as outstanding any Advance that was approved pursuant to Section 2.18(A)) and (y) the Class B-I Borrowing Base (the occurrence of any such excess being referred to herein as a “Class B-I Borrowing Base Deficiency”) or (II) the aggregate outstanding principal amount of all Class B-II Advances exceeds the lesser of (x) the [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. amount of the Class B-II Aggregate Commitment in effect as of such date (without giving effect to or treating as outstanding any Advance that was approved pursuant to Section 2.18(A)) and (y) the Class B-II Borrowing Base (the occurrence of any such excess being referred to herein as a “Class B-II Borrowing Base Deficiency”) and (B) if such date is 30 days or less prior to the end of Availability Period, the aggregate outstanding principal amount of all Class B Advances exceeds the lesser of (i) the sum of (x) the amount of the Class B Aggregate Commitment in effect as of such date (without giving effect to or treating as outstanding any Advance that was approved pursuant to Section 2.18(A)) and (y) any Advances in excess of the Class B Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Borrowing Base (the occurrence of an any such excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Class B Aggregate Borrowing Base Deficiency” and together with the Class A Borrowing Base Deficiency, the Class B-I Borrowing Base Deficiency and the Class B-II Borrowing Base Deficiency, a “Borrowing Base Deficiency”), the Borrower shall pay to each the Class A Funding Agent, Class B-I Funding Agent and/or the Class B-II Funding Agent, as applicable, for the account of its Lender Group the amount of any such excess (to be applied to the reduction of the applicable Advances ratably among the all applicable Lender Groups based on their Lender Group Advance PercentagesPercentages to the extent necessary to cure such Borrowing Base Deficiency), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Borrowing Base (the occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to each Funding Agent for the account of its Lender Group the amount of any such excess (to be applied to the reduction of Advances ratably among the all Lender Groups based on their Lender Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Home Improvement Loans and the related Solar Home Improvement Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) the Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Home Improvement Loans and the related Solar Home Improvement Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Borrowing Base (the occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to the Agent, for delivery to each Funding Agent for the account of its each Lender Group Group, the amount of any such excess (to be applied to the reduction of Advances ratably among the all Lender Groups based on their Lender Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement. [***] = 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.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Borrowing Base (the occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to each Funding Agent for the account of its Lender Group the amount of any such excess (to be applied to the reduction of Advances ratably among the Lender Groups based on their Lender Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge that (i) as of any prior Funding Date, any prior Payment Date or date on which a prepayment was made in accordance with Section 2.8 or (ii) in connection with the delivery of a Borrowing Base Certificate for an upcoming Funding Date, Payment Date or date on which a prepayment is to made in accordance with Section 2.8, or (b) receives notice from the [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Administrative Agent (with calculations set forth in reasonable detail), that as of any Funding Date, Payment Date or date that the Borrowing Base on which a prepayment is required to be calculatedmade in accordance with Section 2.8, (i) the aggregate outstanding principal amount of all Class A Advances exceeds the lesser of (i) the sum of (x) the amount of the Class A Aggregate Commitment in effect as of such date (without giving effect to or treating as outstanding any Advance that was approved pursuant to Section 2.18(A)) and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Class A Borrowing Base (the occurrence of an any such excess of being referred to herein as a “Class A Borrowing Base Deficiency”), or (ii) the aggregate outstanding principal amount of all Class B Advances over exceeds the lesser of (x) the amount set forth of the Class B Aggregate Commitment in clauses effect as of such date (iwithout giving effect to or treating as outstanding any Advance that was approved pursuant to Section 2.18(A)) and (iiy) the Class B Borrowing Base (the occurrence of any such excess being referred to herein as a “Class B Borrowing Base Deficiency” and together with the Class A Borrowing Base Deficiency, a “Borrowing Base Deficiency”), the Borrower shall pay to each the Class A Funding Agent and/or the Class B Funding Agent, as applicable, for the account of its Lender Group the amount of any such excess (to be applied to the reduction of the applicable Advances ratably among the all applicable Lender Groups based on their Lender Group Advance PercentagesPercentages to the extent necessary to cure such Borrowing Base Deficiency), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Borrowing Base (the occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to the Agent, for delivery to each Funding Agent for the account of its each Lender Group [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Group, the amount of any such excess (to be applied to the reduction of Advances ratably among the all Lender Groups based on their Lender Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, the Seller (Solar Loans) may instead voluntarily assign additional Eligible Solar Loans and the related SL Solar Assets to the Borrower under the Sale and Contribution Agreement (Solar Loans) in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller (Solar Loans) intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller (Solar Loans) delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 (Solar Loans) Custodial Certification in respect of such Eligible Solar Loans and the related SL Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any date that the Borrowing Base is required to be calculated, the aggregate outstanding principal amount of all Advances exceeds the lesser of (i) the sum of (x) the amount of the Aggregate Commitment and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Borrowing Base (the occurrence of an excess of the aggregate outstanding principal amount of all Advances over the lesser of the amount set forth in clauses (i) and (ii) being referred to herein as a “Borrowing Base Deficiency”), the Borrower shall pay to each Funding Agent for the account of its Lender Group the amount of any such excess (to be applied to the reduction of Advances ratably among the Lender Groups based on their Lender Group Advance Percentages), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement.

Mandatory Prepayments of Advances. On any date that the Borrower either (a) obtains knowledge that (i) as of any prior Funding Date, any prior Payment Date or date on which a prepayment was made in accordance with Section 2.8 or (ii) in connection with the delivery of a Borrowing Base Certificate for an upcoming Funding Date, Payment Date or date on which a prepayment is to made in accordance with Section 2.8, or (b) receives notice from the Administrative Agent (with calculations set forth in reasonable detail), that as of any Funding Date, Payment Date or date that the Borrowing Base on which a prepayment is required to be calculatedmade in accordance with Section 2.8, (i) the aggregate outstanding principal amount of all Class A Advances exceeds the lesser of (i) the sum of (x) the amount of the Class A Aggregate [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Commitment in effect as of such date (without giving effect to or treating as outstanding any Advance that was approved pursuant to Section 2.18(A)) and (y) any Advances in excess of the Aggregate Commitment made pursuant to Section 2.16(A)(ii) and (ii) the Class A Borrowing Base (the occurrence of an any such excess of being referred to herein as a “Class A Borrowing Base Deficiency”), or (ii) the aggregate outstanding principal amount of all Class B Advances over exceeds the lesser of (x) the amount set forth of the Class B Aggregate Commitment in clauses effect as of such date (iwithout giving effect to or treating as outstanding any Advance that was approved pursuant to Section 2.18(A)) and (iiy) the Class B Borrowing Base (the occurrence of any such excess being referred to herein as a “Class B Borrowing Base Deficiency” and together with the Class A Borrowing Base Deficiency, a “Borrowing Base Deficiency”), the Borrower shall pay to each the Class A Funding Agent and/or the Class B Funding Agent, as applicable, for the account of its Lender Group the amount of any such excess (to be applied to the reduction of the applicable Advances ratably among the all applicable Lender Groups based on their Lender Group Advance PercentagesPercentages to the extent necessary to cure such Borrowing Base Deficiency), together with accrued but unpaid interest on the amount required to be so prepaid to the date of such prepayment and any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date. Notwithstanding anything contained herein to the contrary, in lieu of repaying Advances to cure a Borrowing Base Deficiency, Seller may instead voluntarily assign additional Eligible Solar Loans and the related Solar Assets to the Borrower under the Sale and Contribution Agreement in an amount sufficient to cure such Borrowing Base Deficiency so long as (x) the Borrower provides written notice to Administrative Agent that Seller intends to make such contribution together with a pro forma Borrowing Base Certificate giving effect to such contribution, (y) the Seller delivers the related Custodian File to the Custodian for certification pursuant to the Custodial Agreement and (z) Administrative Agent shall have received the related A-1 Custodial Certification in respect of such Eligible Solar Loans and the related Solar Assets from the Custodian pursuant to the Custodial Agreement.