Common use of Capital Commitments Clause in Contracts

Capital Commitments. The Loan Parties shall not: (a) without the prior written consent of the Administrative Agent and the Required Lenders (which consent may not be unreasonably withheld or delayed, in the sole discretion of the Administrative Agent and the Required Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; and (b) without the prior written approval of the Administrative Agent and all Lenders (which consent may be withheld in the sole discretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or Designated Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt, prior to the effectiveness of any such cancellation, reduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or excuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. The Loan None of the Credit Parties shall not: (aand each Credit Party shall cause BlackRock (as defined in the applicable Constituent Documents) and the Investment Manager not to) permit any redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation with respect to all or any portion of BlackRock’s Capital Commitment without the prior written consent of the Administrative Agent and the Required Lenders (which Lenders; provided that such consent may shall not be unreasonably withheld or delayed, in delayed and that the sole discretion failure of the Administrative Agent and the Required Lenders)Lenders to respond to notice from the Credit Parties requesting such consent within ten (10) Business Days shall be deemed to constitute such consent; provided further, ▇▇▇▇▇that, cancelsuch consent shall not be required (x) to the extent such redemption, reduceTransfer, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇withdrawal, canceltermination, reducereduction, elimination, suspension, excuse, suspend waiver or defer any Capital Commitment cancellation is reasonably deemed necessary, advisable or Unfunded Commitment)appropriate by the General Partner to comply with Applicable Law or to reduce, subject to subclause (b)(ii) below), suspend eliminate or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, howeverotherwise modify, the Loan Parties may cancel impact of Applicable Law on, or reduce that portion applicability thereof to, BlackRock, any of the Capital Commitment and Unfunded Commitment its Affiliates, or any fund organized, offered and/or managed by BlackRock or any of an Excluded Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereofits Affiliates, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, to any Affiliate of the General Partner; provided further that such Affiliate fulfills the requirements of Applicable Law or (z) a redemption any change appropriate to cause the applicable Fund to conduct its business in compliance with Applicable Laws. None of the Credit Parties shall permit any withdrawal, termination, reduction, suspension, excuse, formal waiver or withdrawal permitted other cancellation with respect to an obligation of any Investor under Section 10.06(c) hereof; and (b) its Subscription Agreement or the applicable Constituent Documents or any Side Letter without the prior written approval consent of the Administrative Agent and all Required Lenders (which consent may be withheld in the their sole discretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇discretion. Prior to giving effect to any termination, cancelsuspension, reducecancellation, reduction, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or Designated Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer Transfer by an Investor permitted under Section 10.06(a) hereofof all or a portion of its interest in the applicable Fund, or which (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For for the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of any such withdrawal, termination, suspension, transfer, cancellation, reduction reduction, excuse or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or excuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicablewaiver.

Capital Commitments. The Loan Parties shall not: (a) without the prior written consent of the Administrative Agent and the Required Lenders (which consent may not be unreasonably withheld or delayed, in the sole discretion of the Administrative Agent and the Required Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; and (b) without the prior written approval of the Administrative Agent and all Lenders (which consent may be withheld in the sole discretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or USActive 60330059.19 -100- Designated Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt, prior to the effectiveness of any such cancellation, reduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or excuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. The Loan Parties shall not: (a) without the prior written consent of the Administrative Agent and the Required Lenders (which consent may not be unreasonably withheld or delayed, in the sole discretion of the Administrative Agent and the Required Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity Loan Party general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to (x) a reduction effected by any Managing Entity Loan Party under Section 9.12 9.11 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; and (b) without the prior written approval of the Administrative Agent and all Lenders (which consent may be withheld in the sole discretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity Loan Party general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or Designated Investor that is subject to (x) a reduction effected by any Managing Entity Loan Party under Section 9.12 9.11 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt, prior to the effectiveness of any such cancellation, reduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or excuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. The Loan Parties shall not: (a) without the prior written consent of the Administrative Agent and the Required Lenders (which consent may not be unreasonably withheld or delayed, in the sole discretion of the Administrative Agent and the Required Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; and (b) without the prior written approval of the Administrative Agent and all Lenders (which consent may be withheld in the sole discretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or Designated Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt, prior to the effectiveness of any such cancellation, reduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the USActive 61477672.3USActive 61994469.1-101- Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or excuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. The Loan Parties shall not: (a) without the prior written consent of the Administrative Agent and the Required Lenders (which consent may not be unreasonably withheld or delayed, in the sole discretion of the Administrative Agent and the Required Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; and (b) without the prior written approval of the Administrative Agent and all Lenders (which consent may be withheld in the sole discretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or USActive 61994469.1-105- Designated Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt, prior to the effectiveness of any such cancellation, reduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or excuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. The Loan Parties shall not: (a) without the prior written consent of the Administrative Agent and the Required Lenders (which consent may not be unreasonably withheld or delayed, in the sole discretion of the Administrative Agent and the Required Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to (x) a reduction -110- effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; and (b) without the prior written approval of the Administrative Agent and all Lenders (which consent may be withheld in the sole discretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated DesignatedBorrowing Base Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or Designated Designateda Borrowing Base Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt, prior to the effectiveness of any such cancellation, reduction or excuse by an Included Investor or Designated Designateda Borrowing Base Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated DesignatedBorrowing Base Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or excuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. The Loan Parties shall not: (a) without the prior written consent of the Administrative Agent and the Required Lenders (which consent may not be unreasonably withheld or delayed, in the sole discretion of the Administrative Agent and the Required Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; and (b) without the prior written approval of the Administrative Agent and all Lenders (which consent may be withheld in the sole discretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or Designated Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) a redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt, prior to the effectiveness of any such cancellation, reduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or excuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any - 103 - Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.