Common use of Excess Loans Outstanding Clause in Contracts

Excess Loans Outstanding. If, on any day, the Principal Obligation exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery of an Initial Notice or the application of any Aggregate Concentration Limit or Individual Concentration Limit (a “Mandatory Prepayment Event”)), then the applicable Borrower Party shall pay to Administrative Agent, for the benefit of Lenders, an amount sufficient that, after giving effect to such prepayment and any Capital Calls to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lender) (such amount, “Required Payment”), in Same Day Funds: (a) promptly on demand (but in no event later than three (3) Business Days after such demand), to the extent such funds are available in the Collateral Account; and (b) within fifteen (15) Business Days of demand to the extent that it is necessary for Borrower to issue Capital Call Notices to fund such Required Payment (and Borrower shall issue such Capital Call Notices during such time and shall pay such Required Payment promptly after the Capital Contributions relating to such Capital Call Notice are received), together with all funds then on deposit in the Collateral Account equal the Required Payment to be paid pursuant to this Section 3.04(a).

Excess Loans Outstanding. If, on any daydate, either (i) the Dollar Equivalent of the Principal Obligation Obligations exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery transfer of an Initial Notice a Subscriber’s interest) or (ii) the application Dollar Equivalent of any Aggregate Concentration Limit or Individual Concentration Limit (a “Mandatory Prepayment Event”))the Principal Obligations causes the maximum amount of Indebtedness permitted to be outstanding under the Constituent Documents of the Credit Parties to be exceeded, then the applicable Borrower Party Borrower(s) shall pay on demand such excess without premium or penalty to the Administrative Agent, for the benefit of Lendersthe Secured Parties, an amount sufficient that, after giving effect to such prepayment and any Capital Calls to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment in immediately available funds (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lenderis addressed by Section 2.1(e)(ii) hereof): (such amount, “Required Payment”), in Same Day Funds: (a1) promptly on upon demand (but in no event later than three (3) Business Days after following such demand), to the extent such funds are available (or credited) in the applicable Collateral AccountAccount for such Borrower; and provided that, the amount so debited from any such Collateral Account shall not exceed the amount of the Principal Obligations owing by the Borrowers; or (b2) otherwise, within fifteen (15) Business Days of demand demand, to the extent that it is necessary for Borrower the Borrowers to issue Feeder Capital Call Notices Calls to fund such Required Payment required payment (and Borrower the Borrowers shall issue such Feeder Capital Call Notices Calls during such time time, and shall pay such Required Payment excess promptly after the Feeder Capital Contributions relating to such Feeder Capital Call Notice Calls are received). Each Borrower hereby agrees that during the occurrence of an Event of Default or on or after the thirtieth (30th) day prior to the Maturity Date if a Special Default exists, together with all funds then on deposit in the Administrative Agent may withdraw from the Collateral Account equal of any Borrower with an outstanding Borrowing any Feeder Capital Contributions deposited therein and apply the Required Payment same to be paid pursuant to such Borrower’s ratable share of the Principal Obligations until such time as the payment obligations of this Section 3.04(a2.1(e) have been satisfied in full; provided that, the amount so debited from such Collateral Account(s) shall not exceed the amount of the Principal Obligations owing by the Borrowers. After any withdrawal of funds from any Collateral Account as contemplated in this Section 2.1(e)(i), the Administrative Agent shall promptly deliver written notice of such withdrawal to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such withdrawal.

Excess Loans Outstanding. If, on any daydate, either (i) the Dollar Equivalent of the Principal Obligation Obligations exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery transfer of an Initial Notice a Subscriber’s interest) or (ii) the application Dollar Equivalent of any Aggregate Concentration Limit or Individual Concentration Limit (a “Mandatory Prepayment Event”))the Principal Obligations causes the maximum amount of Indebtedness permitted to be outstanding under the Constituent Documents of the Credit Parties to be exceeded, then the applicable Borrower Party Borrower(s) shall pay on demand such excess without premium or penalty to the Administrative Agent, for the benefit of Lendersthe Secured Parties, an amount sufficient that, after giving effect to such prepayment and any Capital Calls to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment in immediately available funds (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lenderis addressed by Section 2.1(e)(ii) hereof): (such amount, “Required Payment”), in Same Day Funds: (a1) promptly on upon demand (but in no event later than three (3) Business Days after following such demand), to the extent such funds are available (or credited) in the applicable Collateral AccountAccount for such Borrower; and provided that, the amount so debited from any such Collateral Account shall not exceed the amount of the Principal Obligations owing by the Borrowers; or (b2) otherwise, within fifteen (15) Business Days of demand demand, to the extent that it is necessary for Borrower the Borrowers to issue Feeder Capital Call Notices Calls to fund such Required Payment required payment (and Borrower the Borrowers shall issue such Feeder Capital Call Notices Calls during such time time, and shall pay such Required Payment excess promptly after the Feeder Capital Contributions relating to such Feeder Capital Call Notice Calls are received). Each Borrower hereby agrees that during the occurrence of an Event of Default or on or after the thirtieth (30th) day prior to the Maturity Date if a Special Default exists, together with all funds then on deposit in the Administrative Agent may withdraw from the Collateral Account equal of any Borrower with USActive 58236919.3 -41- an outstanding Borrowing any Feeder Capital Contributions deposited therein and apply the Required Payment same to be paid pursuant to such Xxxxxxxx’s ratable share of the Principal Obligations until such time as the payment obligations of this Section 3.04(a2.1(e) have been satisfied in full; provided that, the amount so debited from such Collateral Account(s) shall not exceed the amount of the Principal Obligations owing by the Borrowers. After any withdrawal of funds from any Collateral Account as contemplated in this Section 2.1(e)(i), the Administrative Agent shall promptly deliver written notice of such withdrawal to the applicable Borrower(s); provided that the failure of the Administrative Agent to give such notice will not affect the validity of such withdrawal.

Excess Loans Outstanding. If, on any day, the Principal Obligation exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery of an Initial Notice or the application of any Aggregate Concentration Limit or Individual Concentration Limit (a “Mandatory Prepayment Event”)), then the applicable Borrower Party shall pay to Administrative Agent, for the benefit of Lenders, an amount sufficient that, after giving effect to such prepayment and any Capital Calls to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay 4879-7367-7649 v.18 77 all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lender) (such amount, “Required Payment”), in Same Day Funds: (a) promptly on demand (but in no event later than three (3) Business Days after such demand), to the extent such funds are available in the Collateral Account; and (b) within fifteen (15) Business Days of demand to the extent that it is necessary for Borrower to issue Capital Call Notices to fund such Required Payment (and Borrower shall issue such Capital Call Notices during such time and shall pay such Required Payment promptly after the Capital Contributions relating to such Capital Call Notice are received), together with all funds then on deposit in the Collateral Account equal the Required Payment to be paid pursuant to this Section 3.04(a).

Excess Loans Outstanding. If, on any day, the Principal Obligation exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery of an Initial Notice Notice, or the application of any Aggregate Investor Concentration Limit or Individual Concentration Limit Limit) (a “Mandatory Prepayment Event”)), then the applicable Borrower Party shall pay to Administrative Agent, for the benefit of Lenders, an amount sufficient that, after giving effect to such prepayment and any Capital Calls to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lender) (such amount, the “Required Payment”), in Same Day Funds: (aA) promptly on demand following Xxxxxxxx’s knowledge of such Mandatory Prepayment Event (but in no event later than three (3) Business Days after the earlier of (I) Administrative Agent’s demand, and (II) Borrower’s knowledge of such demandMandatory Prepayment Event), to the extent such funds are available in the Collateral Account; and (bB) within fifteen (15) Business Days of demand the earlier of (I) Administrative Agent’s demand, and (II) Borrower’s knowledge of such Mandatory Prepayment Event, to the extent that it is necessary for Borrower to issue Capital Call Notices to fund such Required Payment (and Borrower shall issue such Capital Call Notices during such time time) and shall pay such Required Payment Payment, promptly after the Capital Contributions relating to such Capital Call Notice are received), together with all funds then on deposit in the Collateral Account Account, equal the Required Payment to be paid pursuant to this Section 3.04(a).

Excess Loans Outstanding. If, on any day, the Principal Obligation exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery of an Initial Notice or the application of any Aggregate Concentration Limit or Individual Concentration Limit (a “Mandatory Prepayment Event”)), then the applicable 4890-4745-6322 v.15 Borrower Party shall pay to Administrative Agent, for the benefit of Lenders, an amount sufficient that, after giving effect to such prepayment and any Capital Calls to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lender) (such amount, “Required Payment”), in Same Day Funds: (a) promptly on demand (but in no event later than three (3) Business Days after such demand), to the extent such funds are available in the Collateral Account; and (b) within fifteen (15) Business Days of demand to the extent that it is necessary for Borrower to issue Capital Call Notices to fund such Required Payment (and Borrower shall issue such Capital Call Notices during such time and shall pay such Required Payment promptly after the Capital Contributions relating to such Capital Call Notice are received), together with all funds then on deposit in the Collateral Account equal the Required Payment to be paid pursuant to this Section 3.04(a).

Excess Loans Outstanding. If, on any day, the Principal Obligation exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery of an Initial Notice or the application of any Aggregate the Concentration Limit or Individual Concentration Limit Limits (a “Mandatory Prepayment Event”)), then the applicable Borrower Party shall pay to Administrative Agent, for the benefit of Lenders, an amount sufficient that, after giving effect to such prepayment and any Capital Calls to fund such prepayment, the Principal Obligation would no longer exceed the Available Commitment (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lender) (such amount, “Required Payment”), in Same Day Funds: (a) promptly on demand (but in no event later than three two (32) Business Days after such demand), to the extent such funds are available in the Collateral AccountAccount (unless such funds in the Collateral Account have been designated to be used for contractually obligated Portfolio Assets (and satisfactory evidence of such obligation has been provided to Administrative Agent) and a Pending Capital Call exists in an amount sufficient to make such Required Payment); and (b) within fifteen ten (1510) Business Days of demand to the extent that it is necessary for Borrower to issue Capital Call Notices to fund such Required Payment (and Borrower shall issue such Capital Call Notices during such time and shall pay such Required Payment promptly after the Capital Contributions relating to such Capital Call Notice are received), together with all funds then on deposit in the Collateral Account equal the Required Payment to be paid pursuant to this Section 3.04(a).

Excess Loans Outstanding. If, on any day, the Principal Obligation exceeds the Available Commitment (including, without limitation, as a result of an Exclusion Event, the delivery of an Initial Notice or the application of any Aggregate Concentration Limit or Individual Concentration Limit (a “Mandatory Prepayment Event”)), then the applicable Borrower Party shall pay to Administrative Agent, for the benefit of Lenders, an amount sufficient that, after giving effect to such prepayment and any Capital Calls to fund such prepaymentit, the Principal Obligation would no longer exceed the Available Commitment (except to the extent any Swingline Loan is outstanding and the applicable Borrower Party elects to pay all or any portion of such excess with respect to any Swingline Loan, in which case such payment shall be for the benefit of Swingline Lender) (such amount, “Required Payment”), in Same Day Funds: (a) promptly on demand (but in no event later than three (3) Business Days after such demand), to the extent such funds are available in the Collateral Account; and (b) within fifteen (15) Business Days of demand to the extent that it is necessary for Borrower to issue Capital Call Notices to fund such Required Payment required payment (and Borrower shall issue such Capital Call Notices during such time time) and shall pay such Required Payment excess, promptly after the Capital Contributions relating to such Capital Call Notice are received); and (c) by, together with all funds then on deposit in if applicable, the Collateral Account equal the Required Payment to be paid pursuant to this Section 3.04(a)effective date of any Spin-Off.