Common use of Mandatory Principal Payments Clause in Contracts

Mandatory Principal Payments. The Borrower shall make the following mandatory prepayments on the Loans: (a) On the date of receipt thereof, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.04, 100% of the Net Available Amount of all proceeds in cash and cash equivalents (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) to the Borrower or any other Loan Party from: (i) without limitation to Article XI, the issuance or incurrence of any Indebtedness by any Relevant Party (other than as permitted to be incurred pursuant to Section 8.01 of this Agreement); [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) all Loss Proceeds received in connection with any Event of Loss (other than Loss Proceeds in respect of any Project, which shall be applied in accordance with Section 5.03(b) below); and (iii) the sale, assignment or other disposition of any Asset of a Relevant Party (other than (A) ordinary course sales of power or the leasing of a photovoltaic system pursuant to the Customer Agreements, (B) PBI Payments, (C) the sale of Excluded Property or (D) a sale or assignment of an Asset that is a Customer Prepayment Event). (b) On each Payment Date, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.04, an amount determined by multiplying [***] by the present value of the reduction of future Collections resulting from or attributable to each Customer Prepayment Event occurring during the calendar quarter ending on the immediately prior Calculation Date (disregarding any proceeds received in respect of such Customer Prepayment Event and assuming that no future Collections will be received in respect of any Event of Loss Project, Defaulted Project or a Project in respect of which an Ineligible Customer Reassignment has occurred) discounted at a rate of [***] per annum; provided that, notwithstanding anything to the contrary herein, the Sponsor may, but shall not be required to, contribute capital to the Borrower to satisfy its prepayment obligations under this clause Section 5.03(b). (c) On each Payment Date during an Early Amortization Period, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.04, 100% of the amounts deposited in and standing to the credit of the Revenue Account and the Distribution Trap Account after giving effect to all prior withdrawals and transfers pursuant to Section 4.02(b) of the Depository Agreement. (d) Concurrently with any prepayment of the Loans pursuant to Section 5.03(a), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net cash proceeds or other amounts to be prepaid, as the case may be. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. (e) At the same time as a Transfer Date Certificate is provided prior to each Payment Date, Borrower shall provide to Administrative Agent a Customer Prepayment Event Certificate. The Administrative Agent may notify the Borrower in writing of any suggested corrections, changes or adjustments to a Customer Prepayment Event Certificate that are not inconsistent with the terms of this Agreement.

Mandatory Principal Payments. The Borrower shall make the following mandatory prepayments on the Loans:: [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (a) On (x) in the case of clause (i), on the date of receipt thereof and (y) in the case of clause (ii), on the Payment Date following the date of receipt thereof, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.044.04, 100% of the Net Available Amount of all proceeds in cash and cash equivalents (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) to the Borrower or any other Loan Party from: (i) without limitation to Article XIX, the issuance or incurrence of any Indebtedness by any Relevant Party (other than as permitted to be incurred pursuant to Section 8.01 7.01 of this Agreement); [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.and (ii) all Loss Proceeds received in connection with any Event of Loss (other than Loss Proceeds in respect of any Project, which shall be applied in accordance with Section 5.03(b) below); and (iii) the sale, assignment or other disposition of any Asset of a Relevant Party (other than (A) ordinary course sales of power or the leasing of a photovoltaic system pursuant to the Customer Agreements, (B) PBI Payments, (C) the sale of Excluded Property or Property, (D) a sale or assignment of an Asset that is a Customer Prepayment EventEvent or (E) a sale or assignment that is a Permitted Fund Disposition). (b) On each Payment Date during the Availability Period, the Borrower shall, to the extent of amounts available pursuant to Section 4.02(b)(iv)(A) of the Depository Agreement, prepay the Revolving Loans in an amount that, when applied in accordance with Section 4.04, causes the aggregate principal amount of the Revolving Loans outstanding on such Payment Date to be not greater than the Available Borrowing Base calculated as of the Calculation Date immediately preceding such Payment Date. If the aggregate principal amount of the Revolving Loans outstanding on the last day of the Availability Period exceeds the Available Borrowing Base calculated as of such last day (such excess, the “Excess Amount”), the Borrower shall on each Payment Date after the Availability Period, to the extent of amounts available pursuant to Section 4.02(b)(iv)(A) of the Depository Agreement, prepay the Revolving Loans in an amount that, when applied in accordance with Section 4.04, causes such excess to be paid. (c) If the aggregate principal amount of the Revolving Loans as of three consecutive Calculation Dates during the Availability Period has exceeded the Available Borrowing Base for each such Calculation Date, on the Payment Date occurring after the third such Calculation Date, the Borrower shall prepay the Revolving Loans in an amount that, when applied in accordance with Section 4.04, causes the aggregate principal amount of the Revolving Loans outstanding on such date to be not greater than the Available Borrowing Base calculated as of the Calculation Date immediately preceding such Payment Date. If the Borrower has not repaid the Revolving Loans in an amount equal to the Excess Amount in accordance with Section 4.02(b)(iv)(A) of the Depository Agreement as of the third Payment Date following the last day of the Availability Period, the Borrower shall prepay, on such third Payment Date, the Revolving Loans in an amount equal to any portion of the Excess Amount not theretofore paid pursuant to Section 4.02(b)(iv)(A) of the Depository Agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (d) On the date of each Permitted Fund Disposition, the Borrower shall, as a condition to such Permitted Fund Disposition, (1) prepay (i) the Revolving Loans in accordance with Section 4.04 in an amount equal to the excess (if positive) of (x) the aggregate principal amount of the Revolving Loans outstanding as of such date over (y) the Available Borrowing Base calculated after giving effect to such Permitted Fund Disposition and (ii) the LC Loans in full and (2) pay any Swap Termination Payments due in connection with the repayment of Revolving Loans in connection with such Permitted Fund Disposition. (e) On each Payment Date during an Early Amortization Period, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.044.04, 100% of the amounts available therefor in the Revenue Account and the Distribution Trap Account after giving effect to all prior withdrawals and transfers pursuant to Sections 4.02(b) and 4.02(e) of the Depository Agreement. (f) On each Payment Date occurring after the end of the Availability Period, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 4.04, an amount determined by multiplying [***] 0.68 by the present value of the reduction of future Collections resulting from or attributable to each Customer Prepayment Event occurring during the calendar quarter ending on the immediately prior Calculation Date (disregarding any proceeds received in respect of such Customer Prepayment Event and assuming that no future Collections will be received in respect of any Event of Loss Project, Defaulted Project or a Project in respect of which an Ineligible Customer Reassignment has occurred) discounted at a rate of [***] six percent (6%) per annum; provided that, notwithstanding anything to the contrary herein, the Sponsor or Pledgor may, but shall not be required to, contribute capital to the Borrower to satisfy its prepayment obligations under this clause Section 5.03(b4.03(f). (c) On each Payment Date during an Early Amortization Period, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.04, 100% of the amounts deposited in and standing to the credit of the Revenue Account and the Distribution Trap Account after giving effect to all prior withdrawals and transfers pursuant to Section 4.02(b) of the Depository Agreement. (dg) Concurrently with any prepayment of the Loans pursuant to Section 5.03(a4.03(a), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net cash proceeds or other amounts to be prepaid, as the case may be. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. (eh) At On each Payment Date after the end of the Availability Period, at the same time as a Transfer Date Certificate is provided prior to each such Payment Date, Borrower shall provide to Administrative Agent a Customer Prepayment Event Certificate. The Administrative Agent may notify the Borrower in writing of any suggested corrections, changes or adjustments to a Customer Prepayment Event Transfer Date Certificate that are not inconsistent with the terms of this Agreement. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Mandatory Principal Payments. The Borrower shall make the following mandatory prepayments on the Loans: (a) On the date of receipt thereof, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.043.04, 100% of the Net Available Amount of all proceeds in cash and cash equivalents (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) to the Borrower or any other Loan Party from: : (i) without limitation to Article XIIX, the issuance or incurrence of any Indebtedness by any Relevant Party (other than as permitted to be incurred pursuant to Section 8.01 of this AgreementPermitted Indebtedness); [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (ii) all Loss Proceeds received in connection with any Event of Loss (other than Loss Proceeds in respect of any Project, which shall be applied in accordance with Section 5.03(b) below); and (iii) the sale, assignment or other disposition of any Asset of a Relevant Party (other than (A) ordinary course sales of power or the leasing of a photovoltaic system pursuant to the Customer Agreements, (B) PBI Payments, (C) the sale of Excluded Property or Property, (D) a sale or assignment of an Asset that is a Customer Prepayment Event, (E) the sale of Excluded Prepaid Projects, or (F) the sale of RECs subject to a REC Contract); (iii) any indemnity payment, purchase price adjustment, remediation payment or similar payment, or seller guaranty thereof, in connection with the Acquisitions. (b) On each Payment Date, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.043.04, an amount determined by multiplying [***] 0.725 by the present value of the reduction of future Borrower Collections resulting from or attributable to each Customer Prepayment Event occurring during the calendar quarter ending on the immediately prior Calculation Date (disregarding any proceeds received in respect of such Customer Prepayment Event and assuming that no future Borrower Collections will be received in respect of any Event of Loss Project, Defaulted Project or a Project in respect of which an Ineligible Customer Reassignment has occurred) discounted at a rate that is the higher of [***] (i) six percent (6.0%) per annumannum and (ii) the swapped interest rate of the Loans plus the Applicable Margin; provided that, notwithstanding anything to the contrary herein, the Sponsor Sponsors may, but shall not be required to, contribute capital to the Borrower to satisfy its prepayment obligations under this clause Section 5.03(b3.03(b). (c) On each Payment Date during an Early Amortization PeriodDate, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.043.04, 100% an amount determined by multiplying 0.725 by the present value of the amounts deposited reduction of future Borrower Collections resulting from or attributable to each applicable Default Prepayment Project for such Payment Date (disregarding any proceeds received in respect of such Default Prepayment Project and standing to assuming that no future Borrower Collections will be received in respect of such Default Prepayment Project) discounted at a rate that is the credit higher of (i) six percent (6.0%) per annum and (ii) the Revenue Account and the Distribution Trap Account after giving effect to all prior withdrawals and transfers pursuant to Section 4.02(b) of the Depository Agreement. (d) Concurrently with any prepayment swapped interest rate of the Loans pursuant plus the Applicable Margin; provided that, notwithstanding anything to Section 5.03(a)the contrary herein, Borrower the Sponsors may, but shall deliver not be required to, contribute capital to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net cash proceeds or other amounts to be prepaid, as the case may be. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. (e) At the same time as a Transfer Date Certificate is provided prior to each Payment Date, Borrower shall provide to Administrative Agent a Customer Prepayment Event Certificate. The Administrative Agent may notify the Borrower in writing of any suggested corrections, changes or adjustments to a Customer Prepayment Event Certificate that are not inconsistent with the terms of satisfy its prepayment obligations under this AgreementSection 3.03(c).

Mandatory Principal Payments. The Borrower shall make the following mandatory prepayments on the Loans: (a) On (x) in the case of clause (i), on the date of receipt thereof and (y) in the case of clause (ii), on the Payment Date following the date of receipt thereof, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.044.04, 100% of the Net Available Amount of all proceeds in cash and cash equivalents (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) to the Borrower or any other Loan Party from: (i) without limitation to Article XI, the issuance or incurrence of any Indebtedness by any Relevant Party (other than as permitted to be incurred pursuant to Section 8.01 of this Agreement); : [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (iii) all Loss Proceeds received in connection with without limitation to Article X, the issuance or incurrence of any Event of Loss Indebtedness by any Relevant Party (other than Loss Proceeds in respect as permitted to be incurred pursuant to Section 7.01 of any Project, which shall be applied in accordance with Section 5.03(b) belowthis Agreement); and (iiiii) the sale, assignment or other disposition of any Asset of a Relevant Party (other than (A) ordinary course sales of power or the leasing of a photovoltaic system systems pursuant to the Customer Agreements, (B) PBI Payments, (C) the sale or proceeds of Excluded Property or Property, (D) a sale or assignment of an Asset that is a Customer Prepayment Event, (E) a sale or assignment that is a Permitted Fund Disposition or (F) sales of RECs). (b) On each Payment Date during the Availability Period, the Borrower shall, to the extent of amounts available pursuant to Section 4.02(b)(iv)(A) of the Depository Agreement, prepay the Delayed Draw Loans in an amount that, when applied in accordance with Section 4.04, causes the aggregate principal amount of the Delayed Draw Loans outstanding on such Payment Date to be not greater than the Available Borrowing Base calculated as of the Calculation Date immediately preceding such Payment Date. If the aggregate principal amount of the Delayed Draw Loans outstanding on the last day of the Availability Period exceeds the Available Borrowing Base calculated as of such last day (such excess, the “Excess Amount”), the Borrower shall on each Payment Date after the Availability Period, to the extent of amounts available pursuant to Section 4.02(b)(iv)(A) of the Depository Agreement, prepay the Delayed Draw Loans in an amount that, when applied in accordance with Section 4.04, causes such excess to be paid. (c) If the aggregate principal amount of the Delayed Draw Loans as of three consecutive Calculation Dates during the Availability Period has exceeded the Available Borrowing Base for each such Calculation Date, on the Payment Date occurring after the third such Calculation Date, the Borrower shall prepay the Delayed Draw Loans in an amount that, when applied in accordance with Section 4.04, causes the aggregate principal amount of the Delayed Draw Loans outstanding on such date to be not greater than the Available Borrowing Base calculated as of the Calculation Date immediately preceding such Payment Date. If the Borrower has not repaid the Delayed Draw Loans in an amount equal to the Excess Amount in accordance with Section 4.02(b)(iv)(A) of the Depository Agreement as of the third Payment Date following the last day of the Availability Period, the Borrower shall prepay, on such third Payment Date, the Delayed Draw Loans in an amount equal to any portion of the Excess Amount not theretofore paid pursuant to Section 4.02(b)(iv)(A) of the Depository Agreement. (d) On the date of each Permitted Fund Disposition, the Borrower shall, as a condition to such Permitted Fund Disposition, (1) prepay (i) the Delayed Draw Loans in accordance with Section 4.04 in an amount equal to the excess (if positive) of (x) the aggregate principal amount of the Delayed Draw Loans outstanding as of such date over (y) the Available Borrowing Base [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. calculated after giving effect to such Permitted Fund Disposition and (ii) the LC Loans in full and (2) pay any Swap Termination Payments due in connection with the repayment of Delayed Draw Loans in connection with such Permitted Fund Disposition. (e) On each Payment Date during an Early Amortization Period, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.044.04, 100% of the amounts available therefor in the Revenue Account and the Distribution Trap Account after giving effect to all prior withdrawals and transfers pursuant to Sections 4.02(b) and 4.02(e) of the Depository Agreement. (f) On each Payment Date occurring after the end of the Availability Period, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 4.04 an amount determined by multiplying [***] 0.65 by the present value of the reduction of future Collections resulting from or attributable to each Customer Prepayment Event occurring during the calendar quarter ending on the immediately prior Calculation Date (disregarding any proceeds received in respect of such Customer Prepayment Event and assuming that no future Collections will be received in respect of any Event of Loss Project, Defaulted Project or a Project in respect of which an Ineligible Customer Reassignment has occurred) discounted at a rate of [***] six percent (6%) per annum; provided that, notwithstanding anything to the contrary herein, the Sponsor or Pledgor may, but shall not be required to, contribute capital to the Borrower to satisfy its prepayment obligations under this clause Section 5.03(b4.03(f). (cg) On each Payment Date occurring after the end of the Availability Period, with respect to any Borrowing Base REC Sale Agreement that became subject to a REC Prepayment Event during an Early Amortization Periodthe calendar quarter ending on the immediately prior Calculation Date, after giving effect to any Borrowing Base REC Sale Agreements entered into by the Borrower (or existing Borrower REC Sale Agreement designated as a Borrowing Base REC Sale Agreement) in substitution of the Borrowing Base REC Sale Agreement that became subject to the REC Prepayment Event, the Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 5.04, 100% 4.04 an amount determined by multiplying 0.65 by the present value of the amounts deposited net reduction, if any, of future Collections resulting from such REC Prepayment Event (disregarding any proceeds received in respect of such REC Prepayment Event and standing assuming that no future Collections will be received in respect of such Borrowing Base REC Sale Agreement), discounted at a rate of six percent (6%) per annum; provided that, notwithstanding anything to the credit of contrary herein, the Revenue Account and Sponsor or Pledgor may, but shall not be required to, contribute capital to the Distribution Trap Account after giving effect Borrower to all prior withdrawals and transfers pursuant to satisfy its prepayment obligations under this Section 4.02(b) of the Depository Agreement4.03(g). (dh) Concurrently with any prepayment of the Loans pursuant to Section 5.03(a4.03(a), the Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. demonstrating the calculation of the amount of the applicable net cash proceeds or other amounts to be prepaid, as the case may be. In the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess. (ei) At On each Payment Date after the end of the Availability Period, at the same time as a Transfer Date Certificate is provided prior to each such Payment Date, the Borrower shall provide to the Administrative Agent a Customer Prepayment Event Certificate. The Administrative Agent may notify the Borrower in writing of any suggested corrections, changes or adjustments to a Customer Prepayment Event Transfer Date Certificate that are not inconsistent with the terms of this Agreement.