Common use of Limitation on Withdrawals Clause in Contracts

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. No Credit Party Borrower 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 any option of the Investor to redemption tender its interest or otherwise to withdraw from the Borrower post-“Commitment Period” (as defined in the applicable Partnership AgreementConstituent Document) 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 AgreementConstituent Document, (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 Borrower 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 two percent (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 Borrower 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. No Credit Party shall permit any Investor in its Fund Group to withdraw its interest in any applicable Borrower or any Feeder Fund at any time during its Lock-Up Period without the prior written consent of the Administrative AgentBank, 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 any Feeder Fund, as applicable, Fund 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 any Feeder Fund, as applicable Fund (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 (cb) 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 Following the Lock-Up Period for any Investor, such Investor may withdraw its interest in accordance with the applicable Fund’s Constituent Documents, provided that if any such withdrawal of an Investor interest (whether in this or pursuant to the prior sentence) or transfer 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. No Credit Party Borrower 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 reasonable judgment of the applicable Credit Party Borrower or the Investment Manager, result in a material adverse tax or regulatory consequences for the applicable Borrower, so long as prior to the effectiveness of such withdrawal the applicable Borrower or applicable Feeder Fund, as applicable requires such Investor to comply with clause (provided that such withdrawals pursuant to this Section 9.9(b)(iiii) shall not exceed 2% of the aggregate final sentence of Section 5 of such Investor’s Subscription Agreement (or any equivalent provision therein) obligating such Investor to fund its pro rata share of Capital Commitments Contributions necessary to cure any mandatory prepayment that would be triggered hereunder as a result of all Investors)such withdrawal, or (cb) if such Investor is permitted to withdraw in accordance with its Side Letter (provided that the applicable General Partner Borrower 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. No Credit Party Borrower 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 any option of the Investor to redemption post-“Commitment tender its interest or otherwise to withdraw from the Borrower post-”Commitment Period” (as defined in the applicable Partnership AgreementConstituent Document) 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 AgreementConstituent Document, (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 Borrower 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 two percent (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 Borrower 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. 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 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.