Common use of Mandatory Principal Payments Clause in Contracts

Mandatory Principal Payments. (a) If, at any time, for any reason, the aggregate outstanding principal balance of all Advances shall exceed the Commitment Amount in effect at that time, Borrower shall, not later than 30 days after written notice thereof from CNB:- (1) pay the excess to CNB in a lump sum; and/or (2) execute and deliver to CNB additional mortgages, supplements to mortgages or other instruments satisfactory in form and substance to CNB, by which Borrower mortgages, pledges or hypothecates to CNB, or creates a security interest in for the benefit of CNB, sufficient additional oil and gas interests to induce CNB to make a re-determination of the Borrowing Base such that the Commitment Amount is increased to an amount no less than the aggregate outstanding principal balance of all Advances. Upon any failure by Borrower to comply with its obligations under this Section 2.3(a) in a timely manner, an Event of Default shall be deemed to have occurred hereunder. (b) If, at any time, for any reason, the aggregate outstanding principal balance of all Advances shall exceed one-half of the Borrowing Base in effect at that time, Borrower shall, not later than 30 days after written notice thereof from CNB: (1) pay the excess to CNB in a lump sum; and/or (2) execute and deliver to CNB additional mortgages, supplements to mortgages or other instruments satisfactory in form and substance to CNB, by which Borrower mortgages, pledges or hypothecates to CNB, or creates a security interest in for the benefit of CNB, sufficient additional oil and gas interests to induce CNB to make a re-determination of the Borrowing Base such that the Commitment Amount is increased to an amount no less than the aggregate outstanding principal balance of all Advances. Upon any failure by Borrower to comply with its obligations under this Section 2.3(b) in a timely manner, an Event of Default shall be deemed to have occurred hereunder. (c) The entire outstanding principal balance of the Loan, together with all accrued interest and other amounts payable to CNB hereunder, shall be due and payable, if not previously paid, on the Maturity Date.

Mandatory Principal Payments. The Borrower shall make the following mandatory prepayments on the Loans: (a) IfOn (x) in the case of clause (i), at any timeon the date of receipt thereof and (y) in the case of clause (ii), for any reasonon the Payment Date following the date of receipt thereof, the aggregate outstanding principal balance Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 4.04, 100% of the Net Available Amount of all Advances shall exceed 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 Commitment Amount in effect at that time, Borrower shall, not later than 30 days after written notice thereof from CNB:-or any other Loan Party from: CPAM: 12877541.11 (1i) pay without limitation to Article X, the excess issuance or incurrence of any Indebtedness by any Relevant Party (other than as permitted to CNB in a lump sumbe incurred pursuant to Section 7.01 of this Agreement); and/or and (2ii) execute and deliver to CNB additional mortgagesthe sale, supplements to mortgages assignment or other instruments satisfactory in form and substance disposition of any Asset of a Relevant Party (other than (A) ordinary course sales of power or the leasing of photovoltaic systems pursuant to CNBthe Customer Agreements, by which Borrower mortgages(B) PBI Payments, pledges (C) the sale or hypothecates to CNBproceeds of Excluded Property, (D) a sale or creates assignment of an Asset that is a security interest in for the benefit of CNB, sufficient additional oil and gas interests to induce CNB to make Customer Prepayment Event or (E) a re-determination of the Borrowing Base such sale or assignment that the Commitment Amount is increased to an amount no less than the aggregate outstanding principal balance of all Advances. Upon any failure by Borrower to comply with its obligations under this Section 2.3(a) in a timely manner, an Event of Default shall be deemed to have occurred hereunderPermitted Fund Disposition). (b) If, at any time, for any reasonOn each Payment Date during the Availability Period, the aggregate outstanding principal balance of all Advances shall exceed one-half of the Borrowing Base in effect at that time, 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 later greater than 30 days 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 written notice thereof from CNB: (1the Availability Period, to the extent of amounts available pursuant to Section 4.02(b)(iv)(A) pay 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 CNB in a lump sum; and/or (2) execute and deliver to CNB additional mortgages, supplements to mortgages or other instruments satisfactory in form and substance to CNB, by which Borrower mortgages, pledges or hypothecates to CNB, or creates a security interest in for the benefit of CNB, sufficient additional oil and gas interests to induce CNB to make a re-determination of the Borrowing Base such that the Commitment Amount is increased to an amount no less than the aggregate outstanding principal balance of all Advances. Upon any failure by Borrower to comply with its obligations under this Section 2.3(b) in a timely manner, an Event of Default shall be deemed to have occurred hereunderpaid. (c) The entire outstanding If the aggregate principal balance amount of the Loan, together with all accrued interest and other amounts payable to CNB hereunder, shall be due and payable, if not previously paidDelayed 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 Maturity 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 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 4.04, 100% of the amounts available therefor in the Revenue Account and the Distribution Trap Account after CPAM: 00000000.11 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 Section 4.03(f). (g) Concurrently with any prepayment of the Loans pursuant to Section 4.03(a), the 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 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. (h) On each Payment Date after the end of the Availability Period, at the same time as a Transfer Date Certificate is provided prior to such Payment Date, the Borrower shall provide to the Administrative Agent a Prepayment Event Certificate. The Administrative Agent may notify the Borrower in writing of any suggested corrections, changes or adjustments to a Transfer Date 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: (a) IfOn (x) in the case of clause (i), at any timeon the date of receipt thereof and (y) in the case of clause (ii), for any reasonon the Payment Date following the date of receipt thereof, the aggregate outstanding principal balance Borrower shall apply towards the mandatory prepayment of the Loans in accordance with Section 4.04, 100% of the Net Available Amount of all Advances shall exceed 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 Commitment Amount in effect at that time, Borrower shall, not later than 30 days after written notice thereof from CNB:-or any other Loan Party from: (1i) pay without limitation to Article X, the excess issuance or incurrence of any Indebtedness by any Relevant Party (other than as permitted to CNB in a lump sumbe incurred pursuant to Section 7.01 of this Agreement); and/or and (2ii) execute and deliver to CNB additional mortgagesthe sale, supplements to mortgages assignment or other instruments satisfactory in form and substance disposition of any Asset of a Relevant Party (other than (A) ordinary course sales of power or the leasing of photovoltaic systems pursuant to CNBthe Customer Agreements, by which Borrower mortgages(B) PBI Payments, pledges (C) the sale or hypothecates to CNBproceeds of Excluded Property, (D) a sale or creates assignment of an Asset that is a security interest in for the benefit Customer Prepayment Event, (E) a sale or assignment that is a Permitted Fund Disposition or (F) sales of CNB, sufficient additional oil and gas interests to induce CNB to make a re-determination of the Borrowing Base such that the Commitment Amount is increased to an amount no less than the aggregate outstanding principal balance of all Advances. Upon any failure by Borrower to comply with its obligations under this Section 2.3(a) in a timely manner, an Event of Default shall be deemed to have occurred hereunderRECs). (b) If, at any time, for any reasonOn each Payment Date during the Availability Period, the aggregate outstanding principal balance of all Advances shall exceed one-half of the Borrowing Base in effect at that time, 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 later greater than 30 days 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 written notice thereof from CNB: (1the Availability Period, to the extent of amounts available pursuant to Section 4.02(b)(iv)(A) pay 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 CNB in a lump sum; and/or (2) execute and deliver to CNB additional mortgages, supplements to mortgages or other instruments satisfactory in form and substance to CNB, by which Borrower mortgages, pledges or hypothecates to CNB, or creates a security interest in for the benefit of CNB, sufficient additional oil and gas interests to induce CNB to make a re-determination of the Borrowing Base such that the Commitment Amount is increased to an amount no less than the aggregate outstanding principal balance of all Advances. Upon any failure by Borrower to comply with its obligations under this Section 2.3(b) in a timely manner, an Event of Default shall be deemed to have occurred hereunderpaid. (c) The entire outstanding If the aggregate principal balance amount of the Loan, together with all accrued interest and other amounts payable to CNB hereunder, shall be due and payable, if not previously paidDelayed 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 Maturity 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 [***] 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. 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 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 4.04, 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 [***] 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 [***]; 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 Section 4.03(f). (g) 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 the 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 4.04 an amount determined by multiplying [***] by the present value of the 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 assuming that no future Collections will be received in respect of such Borrowing Base REC Sale Agreement), discounted at a rate of six percent [***]; 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 Section 4.03(g). (h) Concurrently with any prepayment of the Loans pursuant to Section 4.03(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. (i) On each Payment Date after the end of the Availability Period, at the same time as a Transfer Date Certificate is provided prior to such Payment Date, the Borrower shall provide to the Administrative Agent a Prepayment Event Certificate. The Administrative Agent may notify the Borrower in writing of any suggested corrections, changes or adjustments to a Transfer Date Certificate that are not inconsistent with the terms of this Agreement.

Mandatory Principal Payments. (i) If, on any day, the aggregate of (a) If, at any time, for any reason, the aggregate outstanding principal balance of all Advances shall exceed the Commitment Amount in effect at that time, Borrower shall, not later than 30 days after written notice thereof from CNB:- (1) pay the excess to CNB in a lump sum; and/or (2) execute and deliver to CNB additional mortgages, supplements to mortgages or other instruments satisfactory in form and substance to CNB, by which Borrower mortgages, pledges or hypothecates to CNB, or creates a security interest in for the benefit of CNB, sufficient additional oil and gas interests to induce CNB to make a re-determination of the Borrowing Base such that the Commitment Amount is increased to an amount no less than the aggregate outstanding principal balance of all Advances. Upon any failure by Borrower to comply with its obligations under this Section 2.3(a) in a timely manner, an Event of Default shall be deemed to have occurred hereunder. (b) If, at any time, for any reason, the aggregate outstanding principal balance of all Advances shall exceed one-half of the Borrowing Base in effect at that time, Borrower shall, not later than 30 days after written notice thereof from CNB: (1) pay the excess to CNB in a lump sum; and/or (2) execute and deliver to CNB additional mortgages, supplements to mortgages or other instruments satisfactory in form and substance to CNB, by which Borrower mortgages, pledges or hypothecates to CNB, or creates a security interest in for the benefit of CNB, sufficient additional oil and gas interests to induce CNB to make a re-determination of the Borrowing Base such that the Commitment Amount is increased to an amount no less than the aggregate outstanding principal balance of all Advances. Upon any failure by Borrower to comply with its obligations under this Section 2.3(b) in a timely manner, an Event of Default shall be deemed to have occurred hereunder. (c) The entire outstanding principal balance of the Loan, together plus (b) the L/C Exposure, exceeds the Maximum Loan Amount, then the Borrower shall make a principal payment to the Administrative Agent, on behalf of the Lenders, in the amount of such excess, including, without limitation, any payment required to comply with the terms of Section 3.4, below, in immediately available funds within thirty (30) days of demand from the Administrative Agent; provided, however, if during such thirty (30) day period the Borrower delivers to the Administrative Agent satisfactory Funding Evidence, such thirty (30) day period shall be extended for such additional time as is determined by the Administrative Agent to be required for Borrower, acting in due diligence, to obtain such funds, not to exceed an additional sixty (60) days. (ii) If at any time or from time to time the Borrower shall suffer a Major Event of Loss with respect to a Borrowing Base Property or any Borrowing Base Property as to which an Event of Loss (other than a Major Event of Loss) has occurred is not, or ceases to be, a Restoration Property, then the Borrower shall prepay the Loan in an amount equal to the Release Price, if any, of such Borrowing Base Property in immediately available funds within five (5) Business Days of the later of (x) written demand from the Administrative Agent or (y) the receipt of the applicable Net Proceeds by the applicable Loan Party. (iii) If at any time or from time to time the Borrower shall suffer a Major Event of Loss with respect to a Collateral Property (which is not a Borrowing Base Property) or any Collateral Property (which is not a Borrowing Base Property) as to which an Event of Loss (other than a Major Event of Loss) has occurred is not, or ceases to be, a Restoration Property, then the Borrower shall prepay the Loan in an amount equal to the Net Proceeds relating to such Major Event of Loss or Event of Loss in immediately available funds within five (5) Business Days of the later of (x) written demand from the Administrative Agent or (y) the receipt of the applicable Net Proceeds by the applicable Loan Party. (iv) In connection with the release of the Lien in favor of the Administrative Agent on behalf of the Lenders on any Borrowing Base Property in accordance with Section 3.3, the Borrower shall prepay the Loan in an amount equal to the Release Price, if any, of the said Borrowing Base Property simultaneously with, or prior to, the release of the said Lien. (v) If the Borrower shall sell or otherwise transfer a Collateral Property (which is not a Borrowing Base Property), then the Borrower shall prepay the Loan in an amount equal to the net proceeds received from the Borrower on account thereof in immediately available funds within five (5) Business Days of the later of (x) written demand from the Administrative Agent or (y) the receipt of the net proceeds of such sale or transfer by the applicable Loan Party (any payment due under subsections (i), (ii), (iii),(iv), or (v), a "Mandatory Principal Payment"). (vi) During any period in which the Minimum Loan Amount Limitation is in effect, if the application of any Mandatory Principal Payment to the Obligations would cause the Loan Balance Test to not be met, at Administrative Agent's option, the Borrower shall deposit a portion of the Mandatory Principal Payment equal to the Excess Payment Amount in an interest bearing account at the Administrative Agent which shall be pledged to the Administrative Agent, on behalf of the Lenders, to secure the Obligations. Thereafter, if at any time the Loan Balance Test is met, the Administrative Agent shall have the right to apply all accrued interest or a portion of the Excess Payment Amount in such account toward payment of the Obligations provided that the Loan Balance Test at all times remains in compliance. Further, thereafter, if at any time the Minimum Loan Amount Limitation shall not be in effect, Administrative Agent shall have the right to apply any amounts in such account toward payment of the Obligations. Upon and other during the continuance of an Event of Default, Administrative Agent shall have the right to apply any amounts payable to CNB hereunder, in such account toward payment of the Obligations. (vii) The entire principal balance of the Loan shall be due and payable, if not previously paid, payable in full on the Maturity Date.