Limitation on Borrowings and Re-borrowings. Except as provided in clause (c) below, the Lenders shall not be required to advance any Borrowing or Rollover hereunder, if: (i) after giving effect to such Borrowing or Rollover, the Dollar Equivalent of the Principal Obligations would exceed the Available Commitment; provided that the foregoing restriction shall apply only to the extent of the amount by which such Borrowing or Rollover would cause the Dollar Equivalent of the Principal Obligations to exceed the Available Commitment; (ii) an Event of Default or, to any Credit Party’s or the Administrative Agent’s knowledge, a Material Potential Default exists; (iii) [reserved]; or (iv) other than as disclosed to the Administrative Agent in writing, the Borrowers have knowledge or reason to believe the Feeder would be entitled to exercise an excuse or exemption right under the applicable Partnership Agreement or its Subscription Agreement or any Side Letter with respect to any Investment (or is otherwise not participating in such Investment) being acquired in whole or in part with any proceeds of the related Loan (provided, that if the Borrowers have disclosed a potential excuse or exemption right or other non-participation to the Administrative Agent in writing, the excused portion of the Feeder’s Unfunded Capital Commitment shall be excluded from the calculation of the Available Commitment with respect to the applicable Borrowing but the Borrowers shall not be prohibited from such credit extension upon satisfaction of the other conditions therefor).
Appears in 3 contracts
Samples: Revolving Credit Agreement (T Series Middle Market Loan Fund LLC), Revolving Credit Agreement (T Series Middle Market Loan Fund LLC), Revolving Credit Agreement (T Series Middle Market Loan Fund LLC)
Limitation on Borrowings and Re-borrowings. Except as provided in clause (c) below, the Lenders shall not be required to advance any Borrowing or Rollover hereunder, if:
(i) after giving effect to such Borrowing or Rollover, the Dollar Equivalent of the Principal Obligations would exceed the Available Commitment; provided that the foregoing restriction shall apply only to the extent of the amount by which such USActive 58236919.3 -40- Borrowing or Rollover would cause the Dollar Equivalent of the Principal Obligations to exceed the Available Commitment;
(ii) an Event of Default or, to any Credit Party’s or the Administrative Agent’s knowledge, a Material Potential Default exists;
(iii) [reserved]; or
(iv) other than as disclosed to the Administrative Agent in writing, the Borrowers have knowledge or reason to believe the Feeder would be entitled to exercise an excuse or exemption right under the applicable Partnership Agreement or its Subscription Agreement or any Side Letter with respect to any Investment (or is otherwise not participating in such Investment) being acquired in whole or in part with any proceeds of the related Loan (provided, that if the Borrowers have disclosed a potential excuse or exemption right or other non-participation to the Administrative Agent in writing, the excused portion of the Feeder’s Unfunded Capital Commitment shall be excluded from the calculation of the Available Commitment with respect to the applicable Borrowing but the Borrowers shall not be prohibited from such credit extension upon satisfaction of the other conditions therefor).
Appears in 1 contract
Samples: Revolving Credit Agreement (T Series Middle Market Loan Fund LLC)