Common use of Use of Account Clause in Contracts

Use of Account. Borrower may withdraw funds from the Collateral Account at any time or from time to time, so long as at the time of such withdrawal or disbursement and after giving effect thereto there does not exist an Event of Default under Sections 11.01(a), 11.01(g) or 11.01(h) to pay Permitted RIC Distributions or, so long as at the time of such withdrawal or disbursement and after giving effect thereto: (i) there does not exist an Event of Default; (ii) there does not exist a Default under Sections 11.01(a), 11.01(g) or 11.01(h); and (iii) the Principal Obligation does not exceed the Available Commitment (unless, in each case, Borrower has directed that such disbursement be paid to Administrative Agent for application to the Obligations pursuant to this Credit Agreement). Upon the exercise of a notice of control in accordance with Sections 11.02 and 11.03, pursuant to the terms of the Deposit Account Control Agreement, Borrower hereby irrevocably authorizes and directs Secured Parties, acting through Administrative Agent, to charge from time to time its Collateral Account for amounts not paid when due (after the passage of any applicable grace period) to Secured Parties or any of them hereunder, under any Letter of Credit Application, under any Letter of Credit or under the Notes. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or Secured Parties, none of Administrative Agent or Secured Parties shall ever be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Call Notices, Capital Commitments, or any Capital Contributions, or sums due or paid thereon. Administrative Agent shall give Borrower prompt notice of any action taken pursuant to this Section 5.02(e), but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of Borrower with respect to such action.

Use of Account. CAPITAL CALLS BY ADMINISTRATIVE AGENT. Borrower may withdraw funds from the Collateral Subscription Account at any time or from time to time, so long as at the time of after giving effect to such withdrawal or disbursement and after giving effect thereto there does not exist an Event of Default under Sections 11.01(a), 11.01(g) or 11.01(h) to pay Permitted RIC Distributions or, so long as at the time of such withdrawal or disbursement and after giving effect theretodisbursement: (i) there does not exist an Event of Default; (ii) there does not exist a Potential Default under Sections 11.01(aSECTIONS 11.1(a), 11.01(g11.1(i), or 11.1(j) or 11.01(h)hereof; and (iii) the Principal Obligation does not exceed the Available Commitment (unless, in each the latter case, Borrower has directed that such disbursement be paid to Administrative Agent for application to the Obligations pursuant to this Credit Agreementrepay such excess). Upon the exercise of a notice of control in accordance with Sections 11.02 Borrower and 11.03, pursuant to the terms of the Deposit Account Control Agreement, Borrower Guarantor hereby irrevocably authorizes authorize and directs Secured Partiesdirect Lenders, acting through Administrative Agent, to charge from time to time its Collateral the Subscription Account and any other accounts of Borrower or Guarantor at any Lender for amounts not paid when due (after the passage of any applicable grace period) to Secured Parties Lenders or any of them hereunder, under any Letter of Credit Application, under any Letter of Credit or hereunder and under the Notes, provided, however, that promptly after any disbursement of funds from any such account to Lenders, as contemplated in this SECTION 5.2(d), Administrative Agent shall deliver a written notice of such disbursement to Borrower. Administrative Agent, on behalf of Lenders, is hereby authorized, in the name of Lenders or the name of Borrower or Guarantor, at any time or from time to time upon the occurrence and while an Event of Default exists, to notify any or all parties obligated to Borrower or Guarantor with respect to the Capital Commitments to make all payments due or to become due thereon directly to Administrative Agent on behalf of Lenders, at a different account number, or to initiate one or more Capital Call Notices in order to pay the Obligation. With or without such general notification, when an Event of Default exists, Administrative Agent, on behalf of Lenders: (i) may make Capital Calls in the name of Borrower or Guarantor, as applicable; (ii) may take or bring in Borrower's name or Guarantor's name or that of Lenders all steps, actions, suits, or proceedings deemed by Administrative Agent necessary or desirable to effect possession or collection of Capital Commitments; (iii) may complete any contract or agreement of Borrower or Guarantor in any way related to any of the Capital Commitments; (iv) may make allowances or adjustments related to the Capital Commitments; (v) may compromise any claims related to the Capital Commitments; (vi) may issue credit in its own name or the name of Borrower or Guarantor; or (vii) may exercise any right, privilege, power, or remedy provided to Borrower or Guarantor under the Constituent Documents of either, or the Subscription Agreements or relating to the right to call for Capital Contributions and to receive Capital Calls. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or Secured PartiesLenders, none of Administrative Agent or Secured Parties Lenders shall ever be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Call Notices, Capital Commitments, or any Capital Contributions, or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and liens relating to the Capital Call Notices, Capital Commitments or any Capital Contributions. Administrative Agent shall give Borrower prompt notice of any action taken pursuant to this Section 5.02(eSECTION 5.2(d), but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of Borrower with respect to such action.

Use of Account. Borrower may withdraw funds from the Collateral Account at any time or from time to time, so long as at the time of such withdrawal or disbursement and after giving effect thereto there does not exist an Event of Default under Sections 11.01(a), 11.01(g) or 11.01(h) to pay Permitted RIC Distributions or, so long as at the time of such withdrawal or disbursement and after giving effect thereto: (i) there does not exist an Event of Default; (ii) there does not exist a Default under Sections 11.01(a), 11.01(g) or 11.01(h); and (iii) the Principal Obligation does not exceed the Available Commitment (unless, in each case, Borrower has directed that such disbursement be paid to Administrative Agent for application to the Obligations pursuant to this Credit Agreement); provided that any withdrawal or disbursement to pay Permitted RIC Distributions shall not be subject to the restrictions in the foregoing clauses (i), (ii) and (iii) and shall be permitted so long as at the time of such withdrawal or disbursement and after giving effect thereto, there does not exist an Event of Default under Sections 11.01(a), 11.01(g) or 11.01(h). Upon the exercise of a notice of control in accordance with Sections 11.02 and 11.03, pursuant to the terms of the Deposit Account Control Agreement, Borrower hereby irrevocably authorizes and directs Secured Parties, acting through Administrative Agent, to charge from time to time its Collateral Account for amounts not paid when due (after the passage of any applicable grace period) to Secured Parties or any of them hereunder, under any Letter of Credit Application, under any Letter of Credit or under the Notes. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or Secured Parties, none of Administrative Agent or Secured Parties shall ever be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Call Notices, Capital Commitments, or any Capital Contributions, or sums due or paid thereon. Administrative Agent shall give Borrower prompt notice of any action taken pursuant to this Section 5.02(e5.02(d), but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of Borrower with respect to such action.

Use of Account. Borrower Except as otherwise provided herein, each Fund may withdraw funds from the Collateral Account Accounts at any time or from time to time, so long as at the time of such withdrawal or disbursement and after giving effect thereto there does not exist an Event of Default under Sections 11.01(a), 11.01(g) or 11.01(h) to pay Permitted RIC Distributions or, so long as at the time of such withdrawal or disbursement and after giving effect thereto: (i) there does not exist an no Event of DefaultDefault exists; (ii) there does not exist a no Default under Sections 11.01(a10.01(a), 11.01(g10.01(g) or 11.01(h)10.01(h) exists; and (iii) the Principal Obligation does not exceed the Available Commitment no Mandatory Prepayment Event exists (unless, in each case, Borrower has directed that such disbursement be paid to Administrative Agent for application to the Obligations pursuant with respect to this Credit Agreementclause (iii) only, after giving effect to such withdrawal, sufficient funds remain on deposit therein or credited thereto to satisfy Borrowers’ payment obligation with respect to such Mandatory Prepayment Event) (any event set forth in the foregoing clauses (i) or (ii), a “Cash Control Event”). Any withdrawal from a Collateral Account by a Fund shall be deemed a representation and warranty that the conditions set forth in the foregoing clauses (i), (ii), or (iii) have been satisfied. Upon the exercise of a notice of control in accordance with Sections 11.02 10.02 and 11.0310.03, pursuant to the terms of the Deposit applicable Account Control Agreement, Borrower each Fund hereby irrevocably authorizes and directs the ultimate Secured Parties, acting through Administrative Agent, to charge from time to time its the Collateral Account Accounts for amounts not paid when due (after the passage of any applicable grace period) to Secured Parties or any of them hereunder, under any Letter of Credit Application, under any Letter of Credit by Borrowers hereunder or under the Notes. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or Secured Parties, none of Administrative Agent or Secured Parties shall ever be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Call Notices, Capital Commitments, or any Capital Contributions, or sums due or paid thereon. Administrative Agent shall give Borrower each Fund prompt notice of any action taken pursuant to this Section 5.02(e5.02(c), but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of Borrower a Fund with respect to such action. Notwithstanding anything to contrary set forth above, a Fund may withdraw amounts from its Collateral Accounts during the continuance of a Mandatory Prepayment Event (x) to satisfy Borrowers’ payment obligation with respect to such Mandatory Prepayment Event, or (y) if: (i) such amounts are used to consummate an Anticipated Expense which was committed to by such Fund prior to the date such Mandatory Prepayment Event was triggered or, solely to the extent Initial Borrower qualifies as a RIC, to make a Permitted RIC Distribution; (ii) such amounts were either (A) in such Collateral Accounts prior to such Mandatory Prepayment Event being triggered (“Existing Deposits”); or (B) subject to a Capital Call made, but not yet funded into such Collateral Accounts, prior to the time when such Mandatory Prepayment Event was so triggered (Capital Contributions resulting from such Capital Call together with the Existing Deposits, the “Earmarked Contributions”); and (iii) prior to the withdrawal of any Earmarked Contributions, an additional Capital Call must be made (such Capital Call, a “Curing Capital Call”), with sufficient Unfunded Commitments available, in an amount sufficient to fully satisfy the applicable Mandatory Prepayment Event in accordance with the time frames set forth in Section 3.05(a)(B), provided that, with respect to any Curing Capital Call, (A) funds received pursuant to such Curing Capital Call may not be withdrawn for any other purpose until the applicable Mandatory Prepayment Amount is paid and the applicable Mandatory Prepayment Event is cured, and (B) for purposes of calculating the Borrowing Base, the Unfunded Commitments shall not be reduced by a Pending Capital Call that is a Curing Capital Call until the earlier of (1) the stated due date of such Curing Capital Call, (2) the date the applicable Mandatory Prepayment Amount is paid and the applicable Mandatory Prepayment Event is cured, or (3) twenty (20) days following the issuance of such Curing Capital Call.

Use of Account. Except as otherwise provided herein, each Borrower may withdraw funds from the Collateral Account Accounts at any time or from time to time, so long as at the time of such withdrawal or disbursement and after giving effect thereto there does not exist an Event of Default under Sections 11.01(a), 11.01(g) or 11.01(h) to pay Permitted RIC Distributions or, so long as at the time of such withdrawal or disbursement and after giving effect thereto: (i) there does not exist an no Event of DefaultDefault exists; (ii) there does not exist a no Default under Sections 11.01(aSection 10.01(a), 11.01(g10.01(g) or 11.01(h)10.01(h) exists; (iii) no Responsible Officer of a Borrower Party is aware (including by way of notice from the Administrative Agent or any Lender) any other Default exists; and (iiiiv) the Principal Obligation does not exceed the Available Commitment no Mandatory Prepayment Event exists (unless, in each case, Borrower has directed that such disbursement be paid to Administrative Agent for application to the Obligations pursuant with respect to this Credit Agreementclause (iv) only, after giving effect to such withdrawal, sufficient funds remain on deposit therein or credited thereto to satisfy the Borrowers’ payment obligation with respect to such Mandatory Prepayment Event) (any event set forth in the foregoing clause (i), (ii), (iii) or (iv), a “Cash Control Event”). Any withdrawal from a Collateral Account by a Borrower shall be deemed a representation and warranty that the conditions set forth in the foregoing clauses (i), (ii), (iii) and (iv) have been satisfied. Upon the exercise of a notice of control in accordance with Sections 11.02 10.02 and 11.0310.03, pursuant to the terms of the Deposit applicable Account Control Agreement, each Borrower hereby irrevocably authorizes and directs the ultimate Secured Parties, acting through the Administrative Agent, to charge from time to time its the Collateral Account Accounts for amounts not paid when due (after by the passage of any applicable grace period) to Secured Parties or any of them hereunder, under any Letter of Credit Application, under any Letter of Credit Borrowers hereunder or under the Notes. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by the Administrative Agent or the other Secured Parties, none as determined by a court of Administrative Agent or competent jurisdiction in a final, non-appealable judgment, no Secured Parties Party shall ever be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Call Notices, Capital Commitments, or any Capital Contributions, or sums due or paid thereon. The Administrative Agent shall give each Borrower prompt notice of any action taken pursuant to this Section 5.02(e5.02(c), but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of a Borrower with respect to such action.

Use of Account. Borrower may withdraw funds from the Collateral Account at any time or from time to time, so long as at the time of such withdrawal or disbursement and after giving effect thereto there does not exist an Event of Default under Sections 11.01(a), 11.01(g) or 11.01(h) to pay Permitted RIC Distributions or, so long as at the time of such withdrawal or disbursement and after giving effect thereto: (i) there does not exist an Event of Default; (ii) there does not exist a Default under Sections 11.01(a), 11.01(g) or 11.01(h); and (iii) the Principal Obligation does not exceed the Available Commitment (unless, in each case, Borrower Xxxxxxxx has directed that such disbursement be paid to Administrative Agent for application to the Obligations pursuant to this Credit Agreement); provided that any withdrawal or disbursement to pay Permitted RIC 4890-4745-6322 v.15 95 Distributions shall not be subject to the restrictions in the foregoing clauses (i), (ii) and (iii) and shall be permitted so long as at the time of such withdrawal or disbursement and after giving effect thereto, there does not exist an Event of Default under Sections 11.01(a), 11.01(g) or 11.01(h). Upon the exercise of a notice of control in accordance with Sections 11.02 and 11.03, pursuant to the terms of the Deposit Account Control Agreement, Borrower hereby irrevocably authorizes and directs Secured Parties, acting through Administrative Agent, to charge from time to time its Collateral Account for amounts not paid when due (after the passage of any applicable grace period) to Secured Parties or any of them hereunder, under any Letter of Credit Application, under any Letter of Credit or under the Notes. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or Secured Parties, none of Administrative Agent or Secured Parties shall ever be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Call Notices, Capital Commitments, or any Capital Contributions, or sums due or paid thereon. Administrative Agent shall give Borrower prompt notice of any action taken pursuant to this Section 5.02(e5.02(d), but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of Borrower with respect to such action.

Use of Account. Except as otherwise provided herein, each Borrower may withdraw funds from the Collateral Account Accounts at any time or from time to time, so long as at the time of such withdrawal or disbursement and after giving effect thereto there does not exist an Event of Default under Sections 11.01(a), 11.01(g) or 11.01(h) to pay Permitted RIC Distributions or, so long as at the time of such withdrawal or disbursement and after giving effect thereto: (i) there does not exist an no Event of DefaultDefault exists; (ii) there does not exist a no Default under Sections 11.01(a), 11.01(g10.01(a) or 11.01(h)10.01(h) exists; and (iii) no Responsible Officer of a Borrower Party is aware (including by way of notice from the Principal Obligation does not exceed the Available Commitment Administrative Agent or any Lender) any other Default exists and (iv) no Mandatory Prepayment Event exists (unless, in each case, Borrower has directed that such disbursement be paid to Administrative Agent for application to the Obligations pursuant with respect to this Credit Agreementclause (iv) only, after giving effect to such withdrawal, sufficient funds remain on deposit therein or credited thereto to satisfy Borrowers’ payment obligation with respect to such Mandatory Prepayment Event) (any event set forth in the foregoing clauses (i), (ii), (iii) or (iv), a “Cash Control Event”). Any withdrawal from a Collateral Account by a Borrower shall be deemed a representation and warranty that the conditions set forth in the foregoing clauses (i), (ii), (iii) and (iv) have been satisfied. Upon the exercise of a notice of control in accordance with Sections 11.02 10.02 and 11.0310.03, pursuant to the terms of the Deposit applicable Account Control Agreement, each Borrower hereby irrevocably authorizes and directs the ultimate Secured Parties, acting through Administrative Agent, to charge from time to time its the Collateral Account Accounts for amounts not paid when due (after the passage of any applicable grace period) to Secured Parties or any of them hereunder, under any Letter of Credit Application, under any Letter of Credit by Borrowers hereunder or under the Notes. Regardless of any provision hereof, in the absence of bad faith, gross negligence or willful misconduct by Administrative Agent or Secured Parties, as determined by a court of competent jurisdiction in a final, non-appealable judgment, none of Administrative Agent or Secured Parties shall ever be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Call Notices, Capital Commitments, or any Capital Contributions, or sums due or paid thereon. Administrative Agent shall give each Borrower prompt notice of any action taken pursuant to this Section 5.02(e5.02(c), but failure to give such notice shall not affect the validity of such action or give rise to any defense in favor of a Borrower with respect to such action.