Limitation on Withdrawals. No Credit Party shall permit any Investor in its Fund Group to withdraw its interest in any applicable Borrower or Feeder Fund without the prior written consent of the Administrative Agent, other than (a) pursuant to redemption post-“Commitment Period” (as defined in the applicable Partnership Agreement) for such Investor under Section 7.4(a) of the Partnership Agreement (in the case of AB Private Credit Investors Middle Market Direct Lending Fund L.P.) or, in the case of any other Borrower, the corresponding section of the applicable Partnership Agreement, (b) in the event an Investor’s continuing interest in the applicable Borrower or applicable Feeder Fund, as applicable, would (i) violate Applicable Law or (ii) in the judgment of the applicable Credit Party or the Investment Manager, result in material adverse tax or regulatory consequences for the applicable Borrower or applicable Feeder Fund, as applicable (provided that such withdrawals pursuant to this Section 9.9(b)(ii) shall not exceed 2% of the aggregate Capital Commitments of all Investors), or (c) if such Investor is permitted to withdraw in accordance with its Side Letter (provided that the applicable General Partner has no discretion to prohibit such withdrawal) in connection with a Transfer permitted in accordance with Section 9.5. If any such withdrawal of an Investor interest to a new Investor would result in a mandatory prepayment pursuant to Section 3.5(b), such mandatory prepayment shall be calculated and paid to the Lenders prior to the effectiveness of such withdrawal and such prepayment shall be subject to Section 4.5.
Limitation on Withdrawals. Without the prior written consent of the Required Lenders, no Credit Party in the applicable Fund Group shall make nor cause the making of any withdrawal or transfer of funds from any Collateral Account of such Credit Party’s Fund Group if a Cash Control Event with respect to such Credit Party’s Fund Group has occurred and is continuing, other than withdrawals for the purpose of repaying Obligations of such Credit Party’s Fund Group. Notwithstanding anything to the contrary contained herein or in any other Loan Document, pursuant to the applicable Feeder Fund Collateral Account Pledge and the applicable Feeder Fund Acknowledgment and Confirmation, any Feeder Fund that is a party thereto shall not instruct the Account Bank to do anything with respect to the applicable Feeder Fund Collateral Account other than, so long as an Event of Default has not occurred and is continuing, transfer amounts (other than those necessary to pay expenses incurred by the applicable Feeder Fund in the ordinary course of business) to an account or accounts other than the applicable Feeder Fund Collateral Account (it being understood that such amounts may be further directed from the applicable Feeder Fund Collateral Account to the applicable Blocker Collateral Account in the ordinary course of business).
Limitation on Withdrawals. Without the prior written consent of the Administrative Agent, none of the Credit Parties shall make or cause the making of any withdrawal or transfer of funds constituting Collateral from any Collateral Account if the Administrative Agent has notified the Borrowers and the Guarantor or a Responsible Officer of a Borrower or the Guarantor has actual knowledge that a Cash Control Event has occurred and is continuing or if a mandatory prepayment pursuant to Section 2.1(e) is due and owing unless such withdrawal shall be applied to any payment of Obligations or to eliminate or reduce the circumstances giving rise to the Cash Control Event or mandatory prepayment (or in the case of a pending mandatory prepayment, applied to Anticipated Expenses, in compliance with this Credit Agreement). The Administrative Agent is authorized to give notice of its exclusive control of the Collateral Accounts to the depository bank or securities intermediary, only if a Cash Control Event has occurred and is continuing.
Limitation on Withdrawals. Without the prior written consent of the Administrative Agent or Required Lenders, no Borrower shall make, or cause the making of, any withdrawal or transfer of funds from the Collateral Account if there are any Obligations outstanding with respect to a Borrower hereunder and if a Cash Control Event has occurred and is continuing, other than a transfer to the Administrative Agent for the purpose of paying Obligations owing hereunder.
Limitation on Withdrawals. Without the prior written consent of the Required Lenders, no Borrower shall make nor cause the making of any withdrawal or transfer of funds from any Collateral Account if a Cash Control Event has occurred and is continuing, other than withdrawals for the purpose of repaying Obligations.
Limitation on Withdrawals. No Member shall have the right to demand the withdrawal of any portion of its Capital Account at any time, except as specifically set forth in this Agreement.
Limitation on Withdrawals. No withdrawals may be made of funds in the Capitalized Interest Account except as provided in clause (i) above and clause (iii) below. Except as specifically provided, funds in the Capitalized Interest Account shall not be commingled with funds in any other account established with respect to the Notes or with any other monies.
Limitation on Withdrawals. The right of any Partner to withdraw any amount from its Capital Account, and the right of any withdrawn Partner or his or its legal representatives to have distributed the Capital Account of such Partner pursuant to Section 6.3, is subject to the provision by the General Partner for all Fund liabilities in accordance with the Act and for reserves for estimated accrued expenses, liabilities and contingencies, all in accordance with Section 3.7. The unused portion of any reserve shall be distributed, without interest, after the General Partner shall have determined that the need for it shall have ceased.
Limitation on Withdrawals. Without the prior written consent of the Administrative Agent, none of the Borrowers or the Borrower General Partners shall, nor shall they permit any other Credit Party to, make or cause the making of any withdrawal or transfer of funds constituting Collateral from any Collateral Account if the Administrative Agent has notified the Borrowers or a Responsible Officer of a Borrower has actual knowledge that a Cash Control Event has occurred and is continuing unless (i) such withdrawal shall be applied to any payment of Obligations or to eliminate or reduce the circumstances giving rise to the Cash Control Event or (ii) provided that no Event of Default under Section 10.1(a), Section 10.1(j) or Section 10.1(k) is continuing and the Obligations have not been accelerated, such withdrawal shall be applied to a Permitted Distribution. The Administrative Agent is authorized to give notice of its exclusive control of the Collateral Accounts to the depository bank or securities intermediary, only if a Cash Control Event has occurred and is continuing.
Limitation on Withdrawals. Except as expressly provided in Section 5.5 hereof, without the prior written consent of the Administrative Agent, no Borrower shall make or cause the making of any withdrawal or transfer of funds from any Collateral Account if: (i) an Event of Default has occurred and is continuing; (ii) a Material Potential Default has occurred and is continuing or otherwise shall be applied first, to the payment of any amounts then due and payable by such Borrower under the Loan Documents, or (iii) a mandatory prepayment is required pursuant to Section 2.1(e) hereof as a result of the Dollar Equivalent of the Principal Obligations exceeding the Available Commitment, irrespective of whether such prepayment has become due and payable under the grace periods afforded in Section 2.1(e) hereof, unless such withdrawal shall be applied to such prepayment. During the continuance of an Event of Default, the Administrative Agent shall be authorized to give notice of exclusive control of the Collateral Accounts to the applicable Depository; provided that, the amount so debited from such Collateral Account(s) shall not exceed the amount of the Principal Obligations owing by the Borrowers.
