Common use of Repayment and Prepayments Clause in Contracts

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all such voluntary partial prepayments shall be in a minimum amount of $1,000,000; and (iii) each prepayment shall be applied on the Business Day received by the Facility Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day), on such day as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice delivered in accordance with Section 17.3 to the Facility Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all each such voluntary partial prepayments prepayment shall be in a minimum amount of $1,000,000500,000; and (iii) if received by 3:00 p.m., New York City time, each prepayment shall be applied on the Business Day received by the Facility Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day), on such day as the Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or payment. (c) On the Facility Termination Date, the Borrower shall pay to each Agent, for the respective accounts of the Lenders, any applicable Structuring Fee; provided that no Structuring Fee shall be payable if (x) a Non-Approval Event has occurred and is continuing, (y) the Borrower has paid Increased Costs to the applicable Lender pursuant to Section 5.1 within the immediately preceding 30 days or (z) the Facility Amount is permanently reduced in whole in connection with the CLO Takeout.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Agent (with a copy to the Collateral Agent and each Agentthe Loan Registrar) by 11:00 a.m. two one (21) Business Days Day prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 C-2 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all such voluntary partial prepayments shall be in a minimum amount of $1,000,000; and (iiiii) each prepayment shall be applied on the Business Day received by the Facility Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day as Amount Available constituting Principal Collections pursuant to Section 8.3(a8.3(a)(ii) as if (x) the date of such prepayment were a Distribution Date and Date, (y) such prepayment occurred during the Collection Period to which such Distribution Date relatesrelates and (z) if such date is on any Business Day that would not otherwise be a Distribution Date, the amounts referred to in clauses (A) through (K) in Section 8.3(a)(i) have been paid in full. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Agent (with a copy to the Collateral Agent Agent, the Collateral Administrator and each Agent) by 11:00 a.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all each such voluntary partial prepayments prepayment shall be in a minimum amount of $1,000,000; and500,000; (iii) each prepayment shall be applied on the Business Day received by the Facility Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day (or, if received after 3:00 p.m., New York City time, on the immediately following Business Day) as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Accrual Period to which such Distribution Date relates. Each ; and (iv) each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b2.5(c) (if any) resulting from a prepayment or paymentpayment if, in connection with such prepayment, the Borrower elects to permanently reduce the Facility Amount in accordance with Section 2.5; and (v) each such voluntary partial prepayment shall reduce the Advances outstanding of the Borrower.

Repayment and Prepayments. (a) The Borrower shall repay in full the Advances outstanding (i) on unpaid principal amount of each Distribution Date to the extent required to be paid hereunder and funds are available therefor Advance upon any acceleration pursuant to Section 8.3 14.2 and (ii) in full on the Facility Termination Maturity Date.. Prior thereto, the Borrower: (ba) Prior to the Facility Termination Date, the Borrower may, from time to timetime on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such dateAdvance; provided, however, that (i) all such voluntary prepayments shall require at least one Business Day’s prior written notice to the Facility Agent and Paying Agent; and (ii) all such voluntary prepayments paid from proceeds of additional Indebtedness incurred by the Collateral Manager, the Borrower or any of their respective Affiliates after the date hereof shall include full payment of the applicable Prepayment Fee; provided that no Prepayment Fee shall be payable in connection with (i) a copy securitization or other capital markets take-out of assets owned by the Borrower, which transaction is led by the Facility Agent (or an Affiliate thereof) (ii) the application of any Collections or Repurchase Amounts to reduce Advances or (iii) the application of any funds contributed to the Collateral Agent Borrower (regardless of the source) and each Agent) by 11:00 a.m. two (2) Business Days prior utilized to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepaymentcure a Facility Termination Event or an Unmatured Facility Termination Event; (iiiii) all such voluntary partial prepayments shall be in a minimum amount of $1,000,000250,000; and (iiiiv) each prepayment shall be applied on the Business Day received by the Facility Paying Agent if received by 3:00 2:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day by the Paying Agent as Amount Available constituting Principal Collections pursuant to Section 8.3(a) 8.5 as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates; provided that the Collateral Manager shall direct the Paying Agent, with notice to the Facility Agent, as to the pro rata distribution to each Lender; and (b) shall, within three (3) Business Days of the date when the outstanding principal amount of Advances exceeds the Borrowing Base, make a prepayment of the Advances in an amount equal to such excess (or, if TPVC provides written evidence satisfactory to the Facility Agent within two (2) Business Days of receipt of notice that they intend to make capital calls in an aggregate amount sufficient to cure such failure, within five (5) Business Days). Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) 5.2 resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (ib) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (iic) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice (a “Notice of Prepayment”) in accordance with Section 17.3 to the Facility Administrative Agent and the Lenders (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all such voluntary partial prepayments shall be in a minimum amount of $1,000,000; and500,000; (iii) each prepayment shall be applied on the Business Day received by the Facility Administrative Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day (or, if received after 3:00 p.m., New York City time, on the immediately following Business Day) as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates; and (iv) (a) during the Revolving Period, each prepayment shall be applied (x) first, to reduce, pro rata, any Class A-1 Advances and Class A-2 Advances (excluding Class A-2 Advances designated or assigned as term loans pursuant to Section 2.9) outstanding and (y) second, to reduce any Class A-2 Advances designated or assigned as term loans pursuant to Section 2.9 outstanding; provided that in connection with any reduction of any such Class A-2 Advances designated or assigned as term loans pursuant to Section 2.9, the corresponding Class A-2 Commitment of each Lender shall automatically, and without further action by any party, be reduced pro rata with all other Class A-2 Lenders and (b) after the Revolving Period, each prepayment shall be applied to reduce, pro rata, any Class A-1 Advances and Class A-2 Advances; provided that, in each case, if any Lender shall have declined an Extension Request pursuant to Section 2.6, the Borrower may elect to reduce such Lender’s Commitment non-pro rata by paying such Lender the aggregate outstanding principal amount of such Lender’s Advances in accordance with this Section 2.4 (an “Extension Rejection Repayment”). Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b2.5(c) (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all each such voluntary partial prepayments prepayment shall be in a minimum amount of $1,000,000; and (iii) each prepayment shall be applied on the Business Day received by the Facility Agent if received by 3:00 p.m., New York City time (or or, if received thereafterafter 3:00 p.m., such prepayment shall be applied New York City time, on the immediately following Business Day), on such day as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection CollectionAccrual Period to which such Distribution Date relates. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or paymentpayment if, in connection with such prepayment, the Borrower elects to permanently reduce the Facility Amount in accordance with Section 2.5.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid repaid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Administrative Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all such voluntary partial prepayments shall be in a minimum amount of $1,000,000; and (iii) each prepayment shall be applied on the Business Day received by the Facility AdministrativeCollateral Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day by the AdministrativeCollateral Agent as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates; (iv) each prepayment shall be applied pro rata based on the aggregate Commitments to reduce Revolving Advances outstanding; and (v) for the avoidance of doubt, all prepayments of Term Advances shall be governed by Section 2.5 hereof. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b2.5(bc) (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid repaid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (ba) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. in the Applicable Time Zone two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all such voluntary partial prepayments shall be in a minimum amount of 1,000,000 AUDs, 1,000,000 CADs, $1,000,000, 2,500,000 Euros or 2,500,000 GBPs, individually and as applicable; and (iii) each prepayment shall be applied on the Business Day received by the Facility Collateral Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on in the following Business Day)Applicable Time Zone, on such day by the Collateral Agent as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all each such voluntary partial prepayments prepayment shall be in a minimum amount of $1,000,000; and (iii) each prepayment shall be applied on the Business Day received by the Facility Agent if received by 3:00 p.m., New York City time (or or, if received thereafterafter 3:00 p.m., such prepayment shall be applied New York City time, on the immediately following Business Day), on such day as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Accrual Period to which such Distribution Date relates. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or payment.payment if, in connection with such prepayment, the Borrower elects to permanently reduce the Facility Amount in accordance with Section 2.5. USActive 58353885.2

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all each such voluntary partial prepayments prepayment shall be in a minimum amount of $1,000,000; and (iii) each prepayment shall be applied on the Business Day received by the Facility Agent if received by 3:00 p.m., New York City time (or or, if received thereafterafter 3:00 p.m., such prepayment shall be applied New York City time, on the immediately following Business Day), on such day as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or paymentpayment if, in connection with such prepayment, the Borrower elects to permanently reduce the Facility Amount in accordance with Section 2.5.

Repayment and Prepayments. (a) The Borrower shall repay in full the Advances outstanding (i) on unpaid principal amount of each Distribution Date to the extent required to be paid hereunder and funds are available therefor Advance upon any acceleration pursuant to Section 8.3 14.2 and (ii) in full on the Facility Termination Maturity Date. (b) . Prior to the Facility Termination Datethereto, the Borrower Borrower: i. may, from time to timetime on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such dateAdvance; provided, however, that (i) 1. all such voluntary prepayments shall require at least one Business Day’s prior written notice to the Facility Agent (with a copy to and Paying Agent; and 2. all such voluntary prepayments paid from proceeds of additional Indebtedness incurred by the Collateral Agent and each AgentManager, the Borrower or any of their respective Affiliates after the date hereof shall include full payment of the applicable Prepayment Fee; provided that no Prepayment Fee shall be payable in connection with (i) a securitization or other capital markets take-out of assets owned by 11:00 a.m. two (2) Business Days prior to such voluntary prepaymentthe Borrower, which notice transaction is led by the Facility Agent (herein called the “Prepayment Notice”or an Affiliate thereof) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) the application of any Collections or Repurchase Amounts to reduce Advances or (iii) the application of any funds contributed to the Borrower (regardless of the source) and utilized to cure a Facility Termination Event or an Unmatured Facility Termination Event; 3. all such voluntary partial prepayments shall be in a minimum amount of $1,000,000250,000; and (iii) 4. each prepayment shall be applied on the Business Day received by the Facility Paying Agent if received by 3:00 2:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day by the Paying Agent as Amount Available constituting Principal Collections pursuant to Section 8.3(a) 8.5 as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates; provided that the Collateral Manager shall direct the Paying Agent, with notice to the Facility Agent, as to the pro rata distribution to each Lender; and ii. shall, within three (3) Business Days of the date when the outstanding principal amount of Advances exceeds the Borrowing Base, make a prepayment of the Advances in an amount equal to such excess (or, if TPVC provides written evidence satisfactory to the Facility Agent within two (2) Business Days of receipt of notice that they intend to make capital calls in an aggregate amount sufficient to cure such failure, within five (5) Business Days). Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) 5.2 resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid repaid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Administrative Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all such voluntary partial prepayments shall be in a minimum amount of $1,000,000; and; (iii) each prepayment shall be applied on the Business Day received by the Facility Collateral Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day by the Collateral Agent as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates; (iv) each prepayment shall be applied pro rata based on the aggregate Commitments to reduce Revolving Advances outstanding; and (v) for the avoidance of doubt, all prepayments of Term Advances shall be governed by Section 2.5 hereof. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b2.5(c) (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Administrative Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. New York City time two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all each such voluntary partial prepayments prepayment shall be in a minimum amount of $1,000,000; and100,000, $100,000 CAD, 100,000 Euros or 100,000 GBP, as applicable; (iii) each prepayment shall be applied on the Business Day received by the Facility Administrative Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates; provided that the Servicer shall direct the Administrative Agent, with notice to the Facility Agent, as to the pro rata distribution to each Lender and (iv) each prepayment shall be made in the currency in which the Advance being prepaid is denominated. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a one or more voluntary prepaymentprepayments, in whole or in partpart (without premium or penalty), of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. two 2:00 p.m. one (21) Business Days Day prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be substantially in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all each such voluntary partial prepayments prepayment shall be in a minimum amount of $1,000,000500,000; and (iii) each prepayment shall be applied on the Business Day received by the Facility Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Accrual Period to which such Distribution Date relates. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (ia) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (iia) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice (a “Notice of Prepayment”) in accordance with Section 17.3 to the Facility Administrative Agent and the Lenders (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. two two, New York City time, one (221) Business Days DaysDay prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all such voluntary partial prepayments shall be in a minimum amount of $1,000,000; and500,000; (iii) each prepayment shall be applied on the Business Day received by the Facility Administrative Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day (or, if received after 3:00 p.m., New York City time, on the immediately following Business Day) as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates; and (iv) (a) during the Revolving Period, each prepayment shall be applied (x) first, to reduce, pro rata, based on outstanding Advances any Class A-1 Advances and Class A-2 Advances (excluding Class A-2 Advances designated or assigned as term loans pursuant to Section 2.9) outstanding and (y) second, to reduce any Class A-2 Advances designated or assigned as term loans pursuant to Section 2.9 outstanding; provided that in connection with any reduction of any such Class A-2 Advances designated or assigned as term loans pursuant to Section 2.9, the corresponding term loan Class A-2 Commitment of each Lender shall automatically, and without further action by any party, be reduced pro rata with all other Class A-2 Lenders; provided further that, after the end of the Revolving Period of a Non-Extending Lender (which, for the avoidance of doubt, shall mean such Lender’s Revolving Period in effect immediately prior to becoming a Non-Extending Lender pursuant to Section 2.6), at the Borrower’s election any prepayment under this sub-clause (b) may be made to the Non-Extending Lenders pro rata (without requiring a payment to be made to the other Lenders) in accordance with this Section 2.4, and such prepayment shall result in a simultaneous reduction of such Non-Extending Lender’s Commitments in the amount of such prepayment and (b) after the Revolving Period, each prepayment shall be applied to reduce, pro rata, any Class A-1 Advances and Class A-2 Advances. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 8.5 and (ii) in full upon any acceleration pursuant to Section 13.2 and on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to timetime on any Business Day (but not more than two times per calendar week), make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Paying Agent (with a copy to the Collateral Facility Agent and each Agent) by 11:00 a.m. two 2:00 p.m. one (21) Business Days Day prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all each such voluntary partial prepayments prepayment shall be in a minimum amount of $1,000,000250,000; and (iii) each prepayment shall be applied on the Business Day received by the Facility Paying Agent if received by 3:00 2:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day by the Paying Agent as Amount Available constituting Principal Collections pursuant to Section 8.3(a8.5(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates; provided, that the Collateral Manager shall direct the Paying Agent as to the pro rata distribution to the Agent for each Lender Group. (c) Prior to the Facility Termination Date, the Borrower shall, if the outstanding principal amount of Advances exceeds the Borrowing Base, make a prepayment of the Advances in an amount equal to such excess or acquire additional Eligible Contracts, or cause additional Eligible Contracts to be contributed by TPVG, in each case in an amount equal to such excess, within five Business Days of the date such excess first exists. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances Loans outstanding (i) on each Distribution Date to the extent required to be paid repaid hereunder and funds are available therefor pursuant to Section 8.3 and 8.3, (ii) in full on the Facility Termination DateDate and (iii) to cure any Borrower Base Deficiency. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Advance Loan using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Agent (with a copy to the Collateral Agent Agent, the Collateral Administrator and each Lender Agent) by 11:00 a.m. two one (21) Business Days Day prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all such voluntary partial prepayments shall be in a minimum amount of $1,000,000; and (iii) each prepayment shall be applied on the Business Day received by the Facility Collateral Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day by the Collateral Agent as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) as well as any actually-incurred breakage costs (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a one or more voluntary prepaymentprepayments, in whole or in part, of the outstanding principal amount of any Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that (i) all such voluntary prepayments shall require prior written notice to the Facility Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be substantially in the form of Exhibit C-4 and shall include I (among other thingsa “Notice of Prepayment”) in accordance with Section 17.3 to the proposed date of such prepayment Collateral Agent, the Facility Agent and the amount and allocation of Lenders by 11:00 a.m. one (1) Business Day prior to such voluntary prepayment; (ii) all such voluntary partial prepayments shall be in a minimum amount of $1,000,000; and500,000; (iii) each prepayment shall be applied on the Business Day received by the Facility Collateral Agent if received by 3:00 p.m., New York City time (or if received thereafter, such prepayment shall be applied on the following Business Day)time, on such day (or, if received after 3:00 p.m., New York City time, on the immediately following Business Day) as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Period to which such Distribution Date relates; provided that, after the end of the Revolving Period of a Non-Extending Lender (which, for the avoidance of doubt, shall mean such Lender’s Revolving Period in effect immediately prior to becoming a Non-Extending Lender pursuant to Section 2.6), at the Borrower’s election any prepayment under this sub-clause (b) may be made to the Non-Extending Lenders pro rata (without requiring a payment to be made to the other Lenders) in accordance with this Section 2.4, and such prepayment shall result in a simultaneous reduction of such Non-Extending Lender’s Commitments in the amount of such prepayment. Each such prepayment shall be subject to the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment or payment.

Repayment and Prepayments. (a) The Borrower shall repay the Advances Advance outstanding (i) on each Distribution Date to the extent required to be paid hereunder and funds are available therefor pursuant to Section 8.3 and (ii) in full on the Facility Termination Date. (b) Prior to the Facility Termination Date, the Borrower may, from time to time, make a one or more voluntary prepaymentprepayments, in whole or in part, of the outstanding principal amount of any the Advance using Principal Collections on deposit in the Principal Collection Account or other funds available to the Borrower on such date; provided, that: (i) all such voluntary prepayments shall require prior written notice to the Facility Agent (with a copy to the Collateral Agent and each Agent) by 11:00 a.m. 3:00 p.m. two (2) Business Days prior to such voluntary prepayment, which notice (herein called the “Prepayment Notice”) shall be substantially in the form of Exhibit C-4 and shall include (among other things) the proposed date of such prepayment and the amount and allocation of such prepayment; (ii) all each such voluntary partial prepayments prepayment shall be in a minimum amount of $1,000,000500,000; and (iii) each prepayment shall be applied on the Business Day received by the Facility Agent if received by 3:00 p.m., New York City time p.m. (or if received thereafter, such prepayment shall be applied on the following Business Day), New York City time, on such day as Amount Available constituting Principal Collections pursuant to Section 8.3(a) as if (x) the date of such prepayment were a Distribution Date and (y) such prepayment occurred during the Collection Accrual Period to which such Distribution Date relates. (c) As a condition precedent to any permanent reduction of the Facility Amount, the Borrower shall pay to the Facility Agent, for the respective accounts of the Lenders, any applicable Prepayment Fee. Each Notwithstanding anything to the contrary herein, no Prepayment Fee shall be due in respect of any prepayment or permanent reduction of the Facility Amount if such prepayment or reduction shall be subject made (x) from principal payments made by the related Obligor with respect to any Eligible Collateral Obligation or (y) from proceeds received in connection with any Optional Sale made to a Person that is not an Affiliate of the payment of any amounts required by Section 2.5(b) (if any) resulting from a prepayment Borrower or paymentthe Servicer.