Common use of Constituent Documents Clause in Contracts

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Section, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Party, Administrative Agent or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls or Unfunded Commitments; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

Constituent Documents. Without Except as hereinafter provided, the prior written consent of Administrative Agent consistent with this Section, no Borrower Party Credit Parties shall not enter into any new Side Letter or alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting Documents, any Subscription Agreements or any existing Side Letter, if any such Proposed Amendment (hereinafter defined) would (i) remove or reduce (or affect in a similar manner) the Investors’ Debt Limitations or (ii) affect any Credit Party’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Administrative Agent or Secured Partiesany Credit Parties (as applicable), in each case any case, relating to any Capital Call NoticesCalls, Capital Commitments, Capital ContributionsContributions or the time period under which they are available (as described in Section 7.22), Pending or except as permitted in Section 9.5, suspend, reduce or terminate any Investor’s Unfunded Capital Calls Commitments, or Unfunded Commitments; or amend any other such change that could otherwise have a Material Adverse Effect on the terms of Section 4 rights, titles, first priority (subject to Permitted Liens) Liens, and powers and privileges of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties Lenders hereunder (each a “Material Amendment”). With respect to any proposed alteration, amendment, modification modification, termination or change to any Constituent DocumentDocument of a Credit Party, any Subscription Agreement or any existing Side Letter or the proposed entering of any new Side Letter (each, a “Proposed Amendment”), the Borrower Credit Party shall notify the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion (that isi.e., the determination of the other Lenders shall not be required) and on Administrative Agent’s its good faith belief, whether such proposed amendment, modification or change to such Constituent Document is Proposed Amendment would constitute a Material Amendment, and shall notify the Borrower of its determination Amendment within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to in accordance with Section 13.0712.6 and shall promptly notify the Credit Party of its determination. If the Administrative Agent determines that the proposed amendment Proposed Amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent and the Lenders will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01)required, and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower the Credit Party; subject to Section 12.1, and the Lenders shall be required to respond to such requests within have ten (10) Business Days from the date of such notice. If a Lender has not responded submission of the Proposed Amendment by the Credit Party to such request for the Administrative Agent to deliver their approval within ten or denial thereof (10) Business Days of receiving such notice, such Lender shall and no response will be deemed to have approved such proposed amendmentbe a denial). If the Administrative Agent determines that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable Borrower Credit Party may make such amendment without the consent of the Lenders. Notwithstanding the foregoing, the Borrowers may, without the consent of the Administrative Agent or the Lenders, a Borrower Party may amend its their applicable Constituent Documents: (ix) in the case of the Initial Borrower, to admit new Investors to the extent permitted by this Credit Agreement; and (iiy) to reflect transfers of interests in the Borrowers, as applicable, permitted by this Credit Agreement; and (iii) to facilitate provided that the formation, operation and qualification of such Borrower Party as a RIC (Borrowers shall promptly provide to the extent Administrative Agent a copy of any such amendment whether or not in conflict with it requires the restrictions hereunder consent of the Administrative Agent or otherwise materially adverse to the Lenders).

Constituent Documents. Without the prior written consent of the Administrative Agent consistent with this SectionSection 10.04 and Section 13.07 hereof, no Borrower Party shall alter, amend, modify, terminate, or change in any manner that could reasonably be expected to be adverse to the Administrative Agent or the Lenders any provision of its Constituent the applicable Operative Documents (including, without limitation, any limitation on indebtedness (and for the avoidance of doubt, any change to the maximum amount of leverage that may be incurred that is implemented through the vote of the Investors or approval of the Board of Directors of such Borrower shall be deemed an amendment for purposes of this Section 10.04)), Side Letter or the Subscription Agreements or enter into any new Side Letter with any Investor, affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Partythe Borrower, the Administrative Agent or Secured Partiesthe Lenders, in each case relating to the Collateral, Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls Unfunded Commitments or Unfunded Commitments; or amend that the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties otherwise determines could reasonably have a Material Adverse Effect on the Lenders (each a “Material Amendmentmaterial amendment”). With respect to any such proposed amendment, modification or change to the applicable Operative Documents, Side Letter or the Subscription Agreements or any Constituent Documentnew Side Letter with any Investor, the such Borrower shall notify the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on the Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document document or such new Side Letter is a Material Amendmentmaterial amendment, and shall use reasonable efforts to notify the such Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.0713.07 hereof. If the Administrative Agent determines that the proposed amendment is a Material Amendmentmaterial amendment, the approval of the Required Lenders and the Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.0113.01 hereof), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such noticeBorrower. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If the Administrative Agent determines that the proposed amendment is not a Material Amendmentmaterial amendment, the applicable such Borrower Party may make such amendment or enter into such Side Letter without the consent of Lendersthe Administrative Agent; provided, however, the Borrower shall promptly deliver to the Administrative Agent an executed copy of such amendment and/or Side Letter upon the effectiveness of such amendment and/or Side Letter. Notwithstanding the foregoing, without the consent of the Administrative Agent or the Lenders, a the Borrower Party may amend its Constituent Documentsthe Operative Documents or the Subscription Agreements: (i) solely to admit reflect the addition of new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests such admission is permitted by this Credit Agreement; and (iiiii) to facilitate the formation, operation and qualification reflect transfers of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder Common Shares or otherwise materially adverse to the Lenders)Subscribed Interests permitted by this Credit Agreement.

Constituent Documents. Without Except as hereinafter provided, without the prior written consent of the Administrative Agent consistent with this SectionAgent, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting Documents, any Subscription Agreement or any Side Letter or enter any new Side Letter with an existing Investor (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend (or affect in a similar manner) the Investors’ Debt Limitations in a manner that affects the borrowing capacity in the Constituent Documents; (b) affect the Borrower’s, or any Investor’s (as applicable) debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Administrative Agent or Secured PartiesPerson (as applicable), in each case case, relating to any Capital Call NoticesCalls, Capital Contributions, Capital Commitments, Uncalled Capital ContributionsCommitments or any other Collateral or any time period applicable thereto; (c) except as permitted under Section 9.5, Pending suspend, reduce or terminate any Investor’s Unfunded Capital Calls Commitments or Unfunded Commitmentsthe obligation to fund Capital Calls; (d) amend any of the provisions thereof related to a “Subscription Facility” (as such term is defined in the Constituent Documents); or amend (e) otherwise have a material adverse effect on the terms rights, titles, first priority security interests and Liens, and powers and privileges of Section 4 any of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties hereunder (each each, a “Material Amendment”). With respect to any proposed amendmentProposed Amendment, modification or change to any Constituent Document, the such Borrower shall notify the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have has received such notification pursuant to in accordance with Section 13.0712.6 determine, in its sole discretion without the requirement of obtaining the input of the Lenders and on its good faith belief, whether or not such Proposed Amendment would constitute a Material Amendment and shall promptly notify such Borrower of its determination. If In the event that the Administrative Agent determines that the proposed amendment such Proposed Amendment is a Material Amendment, the approval of the Administrative Agent and the Required Lenders and Administrative Agent will shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of Section 13.01this Credit Agreement), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower Partysuch Borrower. Subject to Section 12.1, and the Lenders shall be required to respond to such requests shall, within ten (10) Business Days from the date of such noticenotice from the Administrative Agent, deliver their approval or denial thereof. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If In the event that the Administrative Agent determines that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable such Borrower Party may make such amendment Proposed Amendment without the consent of Lendersany Lender. Notwithstanding the foregoing, each Borrower may, without the consent of the Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (ix) to admit new Investors to the extent permitted by by, and in accordance with, this Credit Agreement; and (iiy) to reflect transfers of interests in the Borrowers permitted by by, and in accordance with, this Credit Agreement; and provided that, in each case, such Borrower shall provide prior written notice to the Administrative Agent of any such amendment. Further, in the event any Constituent Document or any provision thereof of any Borrower is altered, amended, modified or terminated in any respect whatsoever, such Borrower shall provide prior written notice thereof to the Administrative Agent and, within one (iii1) to facilitate Business Day of the formation, operation and qualification effectiveness of such alteration, amendment, modification or termination, shall provide the Administrative Agent with copies of each executed, filed or otherwise effective document relating thereto. For the avoidance of doubt, a Proposed Amendment solely to effectuate the conversion of the Initial Borrower Party to a corporation on the Conversion Date as a RIC (more fully disclosed to the extent not in conflict with the restrictions hereunder or otherwise materially adverse Administrative Agent prior to the Lenders)Closing Date shall not be deemed a Material Amendment for purposes of this Section 9.6.

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Section, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Adviser, Administrative Agent or Secured PartiesLenders, in each case or relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls Contributions or Unfunded Commitments; or amend the terms of Section 4 of the Operating AgreementSubscription Agreements, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties Lenders (each a “Material Amendmentmaterial amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the applicable Borrower Party shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendmentmaterial amendment, and shall use reasonable efforts to notify the appropriate Borrower Party of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendmentmaterial amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendmentmaterial amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; and (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Section, no Fund Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting Documents, any Subscription Agreement or, any Side Letter or enter any new Side Letter (each, a “proposed amendment”), if such proposed amendment would affect the Investors’ debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower PartyFund Borrower, Administrative Agent or Secured PartiesLenders, in each case relating or relates to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls Contributions or Unfunded Commitmentsthe right to recall distributions; or amend the terms of Section 4 of the Operating Agreementits Constituent Document as it relates to limitations on indebtedness and guarantees, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties Lenders (each a “Material Amendmentmaterial amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the applicable Fund Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole but reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document amendment is a Material Amendmentmaterial amendment, and shall notify the appropriate Fund Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendmentmaterial amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower PartyFund Borrower. The Required Lenders shall, and the Lenders shall be required to respond to such requests within ten five (105) Business Days of such notice. If from the date on which the Administrative Agent determines that the proposed amendment is a Lender has not responded to such request for material amendment, deliver their approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendmentor denial thereof. If Administrative Agent determines that the proposed amendment is not a Material Amendmentmaterial amendment, the applicable Fund Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Fund Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; and (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this SectionSection 10.04, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Party, Administrative Agent or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls or Unfunded Commitments; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendment, the approval of the Qualified Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Required Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this SectionExcept as hereinafter provided, no Borrower Credit Party shall (nor shall it permit its General Partner to on its behalf) alter, amend, modify, terminate, or change any provision of such Credit Party’s Constituent Documents, any Subscription Agreement or, any Side Letter or enter any new Side Letter (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend (or affect in a similar manner) the Debt Limitation, (b) affect such Credit Party’s or its Constituent Documents affecting the Investors’ General Partner’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Administrative Agent or Secured PartiesPerson (as applicable), in each case case, relating to any Capital Call NoticesCalls, Capital Contributions, Capital Commitments, Uncalled Capital ContributionsCommitments or any other Collateral or any time period applicable thereto, Pending (c) except as permitted under Section 9.5, suspend, reduce or terminate any Investor’s Unfunded Capital Calls Commitments or Unfunded Commitments; obligation to fund Capital Calls, or amend (d) otherwise have a material adverse effect on the terms rights, titles, first priority security interests and Liens, and powers and privileges of Section 4 any of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties hereunder (each each, a “Material Amendment”). With respect to The applicable Credit Party shall provide the Administrative Bank with written notice of the substance of any proposed amendment, modification or change to any Constituent Document, Proposed Amendment and the Borrower shall notify Administrative Agent of such proposal. Administrative Agent Bank shall determine, in its sole reasonable discretion (that is, without the determination requirement of obtaining the input of the other Lenders shall not be required) and on Administrative Agent’s its good faith belief, whether or not such proposed amendment, modification or change to such Constituent Document is Proposed Amendment would constitute a Material Amendment, Amendment and shall promptly notify the Borrower such Credit Party of its determination within (a) for amendments, modifications or changes proposed prior to determination. In the Final Closing Date (as such term is defined in event that the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent Bank determines that the proposed amendment such Proposed Amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of Section 13.01this Credit Agreement), and the Administrative Agent Bank shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower such Credit Party. Subject to Section 12.1, and the Lenders shall be required to respond to such requests shall, within ten (10) Business Days from the date of such noticenotice from the Administrative Bank, deliver their approval or denial thereof. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If In the event that the Administrative Agent Bank determines that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable Borrower such Credit Party may make such amendment without the consent of Lendersany Lender. Notwithstanding the foregoingEach Credit Party may, without the consent of the Administrative Agent Bank or the Lenders, a Borrower Party may amend its Constituent Documents: (ix) to admit new Investors to the extent permitted by by, and in accordance with, this Credit Agreement; and (iiy) to reflect transfers of interests in the Borrowers or any Feeder Fund permitted by by, and in accordance with, this Credit Agreement; and (iii) to facilitate the formationprovided that, operation and qualification of in each case, such Borrower Credit Party as a RIC (shall promptly provide prior written notice to the extent not Administrative Bank of any such amendment. Further, in conflict the event any Constituent Document of any Credit Party is altered, amended, modified or terminated in any respect whatsoever, such Credit Party shall provide the Administrative Bank with the restrictions hereunder copies of each executed, filed or otherwise materially adverse to the Lenders)effective document relating thereto.

Constituent Documents. Without the prior written consent of the Administrative Agent consistent with this SectionSection 10.04 and Section 13.07 hereof, no the Borrower Party shall not alter, amend, modify, terminate, or change in any manner that could reasonably be expected to be adverse to the Administrative Agent or the Lenders any provision of its Constituent the applicable Operative Documents (including, without limitation, any limitation on indebtedness (and for the avoidance of doubt, any change to the maximum amount of leverage that may be incurred that is implemented through the vote of the Investors or approval of the Board of Directors of such Borrower shall be deemed an amendment for purposes of this Section 10.04)), Side Letter or the Subscription Agreements or enter into any new Side Letter with any Investor, affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Partythe Borrower, the Administrative Agent or Secured Partiesthe Lenders, in each case relating to the Collateral, Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls Unfunded Commitments or Unfunded Commitments; or amend that the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties otherwise determines could reasonably have a Material Adverse Effect on the Lenders (each a “Material Amendmentmaterial amendment”). With respect to any such proposed amendment, modification or change to the applicable Operative Documents, Side Letter or the Subscription Agreements or any Constituent Documentnew Side Letter with any Investor, the Borrower shall notify the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on the Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document document or such new Side Letter is a Material Amendmentmaterial amendment, and shall use reasonable efforts to notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.0713.07 hereof. If the Administrative Agent determines that the proposed amendment is a Material Amendmentmaterial amendment, the approval of the Required Lenders and the Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.0113.01 hereof), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such noticeBorrower. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If the Administrative Agent determines that the proposed amendment is not a Material Amendmentmaterial amendment, the applicable Borrower Party may make such amendment or enter into such Side Letter without the consent of Lendersthe Administrative Agent; provided, however, the Borrower shall promptly deliver to the Administrative Agent an executed copy of such amendment and/or Side Letter upon the effectiveness of such amendment and/or Side Letter. Notwithstanding the foregoing, without the consent of the Administrative Agent or the Lenders, a the Borrower Party may amend its Constituent Documentsthe Operative Documents or the Subscription Agreements: (i) solely to admit reflect the addition of new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests such admission is permitted by this Credit Agreement; and (iiiii) to facilitate the formation, operation and qualification reflect transfers of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder Common Shares or otherwise materially adverse to the Lenders)Subscribed Interests permitted by this Credit Agreement.

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Section, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Party, Administrative Agent or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls or Unfunded Commitments; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the 4890-4745-6322 v.15 112 determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).;

Constituent Documents. Without Except as hereinafter provided, without the prior written consent of the Administrative Agent consistent with this SectionAgent, no the Borrower Party shall alter, not amend, modify, terminate, waive or change terminate any provision of its Constituent Documents affecting in any respect (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or alter (or affect in a similar manner) the Investors’ requirements and limitations with respect to Indebtedness set forth in its Constituent Documents, (b) affect the Borrower’s or the Investor’s debts, duties, obligations, obligations and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Administrative Agent or Secured PartiesPerson (as applicable), in each case relating to any Capital Call Notices, Capital CommitmentsCalls, Capital Contributions, Pending the Capital Calls Commitment, the Unfunded Capital Commitment or any other Collateral or any time period applicable thereto; (c) suspend, reduce or terminate the Unfunded CommitmentsCapital Commitment or the Investor’s obligation to fund Capital Calls; or amend (d) otherwise have a material adverse effect on the terms rights, titles, first priority security interests and Liens (subject to Permitted Liens), and powers and privileges, of Section 4 any of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or the other Secured Parties in the Collateral (each each, a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent DocumentProposed Amendment, the Borrower shall notify the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have has received such notification pursuant to in accordance with Section 13.0712.6 determine, in its sole discretion without the requirement of obtaining the input of the Lenders and on its good faith belief, whether or not such Proposed Amendment would constitute a Material Amendment and shall promptly notify the Borrower of its determination. If In the event that the Administrative Agent determines that the proposed amendment such Proposed Amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of Section 13.01hereunder), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower Partythe Borrower. Subject to Section 12.1, and the Lenders shall be required to respond to such requests shall, within ten (10) Business Days from the date of such noticenotice from the Administrative Agent, deliver their approval or denial thereof. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If In the event that the Administrative Agent determines that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lendersany Lender. Notwithstanding Further, in the foregoingevent any Constituent Document of the Borrower is altered, without amended, modified or terminated in any respect whatsoever, the consent of Borrower shall provide the Administrative Agent or the Lenderswith copies of each executed, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder filed or otherwise materially adverse to the Lenders)effective document relating thereto.

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Sectionand the Required Lenders, no Fund Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting Documents, any Subscription Agreement or, any Side Letter or enter any new Side Letter (each, a “proposed amendment”), if such proposed amendment would affect the Investors’ debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower PartyFund Borrower, Administrative Agent or Secured PartiesLenders, in each case relating or relates to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls Contributions or Unfunded Commitmentsthe right to recall distributions; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that its Constituent Document as it relates to limitations on indebtedness and guarantees; or otherwise materially and adversely affects the rights of Administrative Agent or Secured Parties Lenders (each a “Material Amendmentmaterial amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the applicable Fund Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole but reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document amendment is a Material Amendmentmaterial amendment, and shall notify the appropriate Fund Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and Days (b) for amendments, modifications or changes proposed after the Final Closing Date, ten but shall use good faith efforts to respond within three (103) Business Days Days) of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendmentmaterial amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower PartyFund Borrower. The Required Lenders shall, and the Lenders shall be required to respond to such requests within ten seven (107) Business Days of such notice. If from the date on which the Administrative Agent determines that the proposed amendment is a Lender has not responded to such request for material amendment, deliver their approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendmentor denial thereof. If Administrative Agent determines that the proposed amendment is not a Material Amendmentmaterial amendment, the applicable Fund Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Fund Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit AgreementAgreement and supplements to the Private Placement Memorandum related thereto; and (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Sectionand the Required Lenders, no Fund Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting Documents, any Subscription Agreement or, any Side Letter or enter any new Side Letter (each, a “proposed amendment”), if such proposed amendment would affect the Investors’ debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower PartyFund Borrower, Administrative Agent or Secured PartiesLenders, in each case relating or relates to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls Contributions or Unfunded Commitmentsthe right to recall distributions; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that its Constituent Document as it relates to limitations on indebtedness and guarantees; or otherwise materially and adversely affects the rights of Administrative Agent or Secured Parties Lenders (each a “Material Amendmentmaterial amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the applicable Fund Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole but reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document amendment is a Material Amendmentmaterial amendment, and shall notify the appropriate Fund Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendmentmaterial amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower PartyFund Borrower. The Required Lenders shall, and the Lenders shall be required to respond to such requests within ten five (105) Business Days of such notice. If from the date on which the Administrative Agent determines that the proposed amendment is a Lender has not responded to such request for material amendment, deliver their approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendmentor denial thereof. If Administrative Agent determines that the proposed amendment is not a Material Amendmentmaterial amendment, the applicable Fund Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Fund Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; and (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Section, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Party, Administrative Agent or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls or Unfunded Commitments; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend 4879-7367-7649 v.18 111 its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).;

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this SectionSection 10.04, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ ' debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Party, Administrative Agent or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls or Unfunded Commitments; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “"Material Amendment”"). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s 's good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendment, the approval of the Qualified Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Required Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Section, no No Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting Documents, any Subscription Agreement or any Side Letter or enter any new Side Letter (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or modify (or affect in a similar manner) the Investors’ Debt Limitations, (b) affect such Borrower’s or any Investor’s debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Administrative Agent or Secured PartiesPerson (as applicable), in each case case, relating to any Capital Call NoticesCalls, Capital Contributions, Capital Commitments, Capital Contributions, Pending Capital Calls, Uncalled Capital Commitments that constitutes Collateral, or any other Collateral or any time period applicable thereto; (c) suspend, reduce or terminate any Investor’s Uncalled Capital Commitments or obligation to fund Capital Calls or Unfunded Commitmentsthat constitute Collateral; or amend (d) otherwise have a material adverse effect on the terms of Section 4 rights, titles, first priority security interests and Liens, and powers and privileges of the Operating AgreementLenders hereunder (each, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “Material Amendment”). With respect to any proposed amendment, modification or change Proposed Amendment by a Borrower (other than with respect to any Constituent DocumentSide Letter), the such Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07inform Borrowers whether or not such Proposed Amendment would constitute a Material Amendment. If Administrative Agent determines In the event that the proposed amendment any Proposed Amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required required. Proposed Amendments that are not Material Amendments do not require Administrative Agent or Lender consent. Copies of all executed amendments and new Side Letters will be promptly provided to respond Administrative Agent. Notwithstanding anything to such requests within ten (10) Business Days the contrary in the preceding paragraph, to the extent any amendment is being made to the Operative Documents of GCDLC pursuant to a review by GCDLC’s board of directors pursuant to the Investment Company Act, and it is impractical for GCDLC to obtain Administrative Agent’s and Lenders’ prior review and/or approval of such notice. If a Lender has not responded amendment pursuant to the preceding paragraph, GCDLC r may consummate such request for approval within ten amendment without such prior review or consent; provided, however, that (10i) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; and (ii) to reflect transfers of interests permitted by this Credit Agreement; and GCDLC shall promptly (iiibut in any event within five (5) to facilitate Business Days after the formation, operation and qualification effectiveness of such Borrower Party as amendment) provide a RIC (copy of the executed amendment to the extent not Administrative Agent for Administrative Agent to determine in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders)its reasonable discretion whether such proposed amendment constitutes a Material Amendment.

Constituent Documents. Without Except as otherwise provided in this Credit Agreement, the prior written consent of Administrative Agent consistent with this Section, no Initial Borrower Party shall not alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting Trust Agreement, if any such Proposed Amendment (hereinafter defined) would (a) affect the Initial Borrower’s or the Investors’ (as applicable) debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such the Initial Borrower Party, Administrative Agent or Secured Parties(as applicable), in each case any case, relating to Capital Call any Demand Notices, Capital Commitments, Capital Commitments or Contributions, Pending Capital Calls or Unfunded Commitments; or amend including any Investor’s obligation to fund Contributions with respect to its Unused Commitment, (b) have a Material Adverse Effect on the terms of Section 4 rights, titles, first priority security interests (subject to any Permitted Liens) and Liens, and powers and privileges of the Operating Agreement, Lenders hereunder or (c) remove or reduce (or affect in each case in any way that materially and adversely affects a similar manner) the rights of Administrative Agent or Secured Parties Debt Limitations imposed on the Initial Borrower (each a “Material Amendment”). With respect to any proposed alteration, amendment, modification modification, termination or change (each, a “Proposed Amendment”) to any Constituent Documentthe Trust Agreement, the Initial Borrower shall notify the Administrative Agent of such proposalproposal (except as provided below). The Administrative Agent shall determine, in its sole commercially reasonable discretion (that isi.e., the determination of the other Lenders shall not be required) and on Administrative Agent’s its good faith belief, whether such proposed amendment, modification or change Proposed Amendment to such Constituent Document is the Trust Agreement would constitute a Material Amendment, and shall notify the Borrower of its determination Amendment within three (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (103) Business Days of the date on which it is deemed to have received such notification pursuant to in accordance with Section 13.0712.6 hereof and shall promptly notify the Initial Borrower of its determination. If the Administrative Agent determines that the proposed amendment Proposed Amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is otherwise required consistent with the terms of Section 13.01this Credit Agreement), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower Partythe Initial Borrower. Subject to Section 12.1 hereof, and the Lenders shall be required to respond to such requests within have ten (10) Business Days from the date of such notice. If a Lender has not responded notice from the Administrative Agent to such request for deliver their approval within ten (10) Business Days of receiving such notice, or denial thereof; provided that such Lender shall be deemed to have approved consented to any such proposed amendmentMaterial Amendment to the extent such Lender does not provide an express approval or denial thereof within such ten (10) Business Day period. If the Administrative Agent determines that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable Initial Borrower Party may make such amendment without the consent of the Lenders. Notwithstanding the foregoing, the Initial Borrower may, without the consent of the Administrative Agent or the LendersLenders (and without submitting the Proposed Amendment to the Administrative Agent for determination as described above), a Borrower Party may amend its Constituent Documentsthe Trust Agreement: (i) to cure any ambiguity, correct or supplement any provision of the Trust Agreement which is incomplete or inconsistent with any other provision thereof (the effect of which shall be immaterial to the Lenders), correct any printing, stenographic or clerical error or effect changes of an administrative or ministerial nature which do not materially increase the authority of the Initial Borrower or adversely affect the rights of the Lenders or to fix any other obvious error or any other error or omission of a technical or immaterial nature; (ii) to admit new Investors to the extent permitted by this Credit Agreementin accordance with Section 9.5(b) below; (iiiii) to reflect transfers of interests in the Initial Borrower in accordance with Section 9.5(a) below and any action permitted by this Credit Agreementunder Section 9.6 hereof; and USActive 53991578.7 62 (iiiiv) to facilitate reflect any withdrawals in accordance with Section 9.5(f) below; provided that the formation, operation and qualification of such Initial Borrower Party as a RIC (shall promptly provide to the extent Administrative Agent a copy of any such executed amendment which does not in conflict with require the restrictions hereunder consent of the Administrative Agent or otherwise materially adverse to the Lenders).

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this SectionExcept as hereinafter provided, no Borrower Credit Party shall (nor shall it permit its General Partner to) alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting Documents, any Subscription Agreement or, any Side Letter or enter any new Side Letter (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend (or affect in a similar manner) the Investors’ debtsDebt Limitations in a manner that increases or decreases the borrowing capacity in the Partnership Agreement, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Party, Administrative Agent or Secured Parties, in each case (b) alter any provision relating to Capital Call Notices, Capital CommitmentsCalls, Capital Contributions, Pending Capital Calls Commitments or Uncalled Capital Commitments (including any time periods and definitions related thereto) in a manner adverse to the Lenders, (c) except as permitted under Section 9.5, 9.8 or 9.12, suspend, reduce or terminate the Investor’s Unfunded Commitments; Capital Commitments or amend obligation to fund Capital Calls, or (d) otherwise have a material adverse effect on the terms Collateral or the Liens or rights of Section 4 any of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties hereunder (each each, a “Material Amendment”). With respect to any proposed amendmentProposed Amendment, modification or change to any Constituent Document, the Borrower such Credit Party shall notify the Administrative Agent of such proposal. The Administrative Agent shall determineshall, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendmentas soon as reasonably practicable, and shall notify the Borrower of its determination in any event within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have has received such notification pursuant to in accordance with Section 13.0712.6, determine, in its sole discretion without the requirement of obtaining the input of the Lenders and on its good faith belief, whether or not such Proposed Amendment would constitute a Material Amendment and shall promptly notify such Credit Party of its determination. If In the event that the Administrative Agent determines that the proposed amendment such Proposed Amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of Section 13.01this Credit Agreement), and the Administrative Agent shall promptly promptly, and in any event within five (5) Business Days of the date on which it has received such notification in accordance with Section 12.6, notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower such Credit Party. Subject to Section 12.1, the Lenders shall, as soon as reasonably practicable, and the Lenders shall be required to respond to such requests in any event within ten (10) Business Days from the date of such notice. If a notice from the Administrative Agent, deliver their approval or denial thereof (such approval not to be unreasonably withheld, delayed or conditioned) and any Lender has not responded that fails to notify the Administrative Agent of its determination during such request for approval within ten (10) Business Days of receiving such notice, such Lender period shall be deemed to have approved consented to such proposed amendmentMaterial Amendment. If In the event that the Administrative Agent determines in writing that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable Borrower such Credit Party may make such amendment without the consent of Lendersthe Administrative Agent or any Lender. Notwithstanding the foregoing, each Credit Party may, without the consent of the Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (ix) to admit new Investors to the extent permitted by by, and in accordance with, this Credit Agreement; (iiy) to reflect transfers of interests in any Fund permitted by by, and in accordance with, this Credit Agreement; and (iiiz) to facilitate the formationcure any ambiguity, operation and qualification correct or supplement any provision of such Borrower Party as a RIC Constituent Document which is incomplete or inconsistent with any other provision thereof (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse effect of which shall be immaterial to the Lenders), correct any printing, stenographic or clerical error or effect changes of an administrative or ministerial nature which do not materially increase the authority of a General Partner or adversely affect the rights of the Lenders or to fix any other obvious error or any other error or omission of a technical or immaterial nature; provided that, in each case, such Credit Party shall promptly provide written notice to the Administrative Agent of any such amendment. Further, in the event any Constituent Document of any Credit Party is altered, amended, modified or terminated in any respect whatsoever, such Credit Party shall provide written notice thereof to the Administrative Agent and, within three (3) Business Days of the effectiveness of such alteration, amendment, modification or termination, shall provide the Administrative Agent with copies of each executed, filed or otherwise effective document relating thereto.

Constituent Documents. Without Except as hereinafter provided (x) the prior written consent Initial Borrower shall not alter, amend, modify, terminate, or change any provision of Administrative Agent consistent with this Sectionthe Operative Documents (other than the Memorandum to the extent such alteration, amendment, modification, termination, or change does not result in a Material Amendment to the Subscription Agreement), and (y) no other Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ or any Subscription Agreement (in each case under clause (x) or clause (y), a “Proposed Amendment”) if such Proposed Amendment would (a) affect such Borrower’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Administrative Agent or Secured PartiesPerson (as applicable), in each case case, relating to any Drawdowns, Capital Call NoticesContributions, Capital Commitments, Unused Capital ContributionsCommitments or any other Collateral or any time period applicable thereto in a manner adverse to the Secured Parties, Pending (b) except as permitted under Section 9.5, suspend, reduce or terminate any Investor’s Unused Capital Calls Commitments or Unfunded Commitments; obligation to fund Drawdowns, or amend (c) otherwise have a material adverse effect on the terms rights, titles, first priority security interests and Liens, and powers and privileges of Section 4 any of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties hereunder (each each, a “Material Amendment”). With respect to any proposed amendmentProposed Amendment, modification or change to any Constituent Document, the such Borrower shall notify deliver written notice to the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion within two (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (102) Business Days of the date on which it is deemed to have has received such notification pursuant to in accordance with Section 13.0712.6 determine, in its sole discretion without the requirement of obtaining the input of the Lenders and on its good faith belief, whether or not such Proposed Amendment would constitute a Material Amendment and shall promptly notify such Borrower of its determination. If a Borrower provides written notice that it deems such Proposed Amendment to be a Material Amendment, the aforementioned two (2) Business Day period shall be deemed waived by the Administrative Agent, and the Administrative Agent shall seek the approval of the Required Lenders as provided in this paragraph. In the event that the Administrative Agent determines that the proposed amendment such Proposed Amendment is a Material Amendment (or a Borrower provides written notice that it deems such Proposed Amendment to be a Material Amendment) , the approval of the Required Lenders and Administrative Agent will shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of Section 13.01hereunder), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower Partysuch Borrower. The Lenders shall, and the Lenders shall be required to respond to such requests within ten five (105) Business Days from the date of such noticenotice from the Administrative Agent, deliver their approval or denial thereof. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If In the event that the Administrative Agent determines that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable such Borrower Party may make such amendment without the consent of Lendersany Lender. Notwithstanding the foregoingEach Borrower may, without the consent of the Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (ix) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by by, and in accordance with, this Credit Agreement; and (iiiy) to facilitate reflect transfers of Shares or Subscribed Interests in the formationBorrowers permitted by, operation and qualification of in accordance with, this Credit Agreement; provided that, in each case, such Borrower Party as a RIC (shall promptly provide prior written notice to the extent not Administrative Agent of any such amendment. Further, in conflict the event any Constituent Document of any Borrower is altered, amended, modified or terminated in any respect whatsoever, such Borrower shall promptly provide the Administrative Agent with the restrictions hereunder copies of each executed, filed or otherwise materially adverse effective document relating thereto. No Borrower shall enter into any side letter with an Investor with respect to such Investor’s rights or obligations under its Subscription Agreement or such Borrower’s Constituent Documents without the Lenders)prior written consent of the Administrative Agent.

Constituent Documents. Without Except as hereinafter provided, the prior written consent of Administrative Agent consistent with this Section, no Borrower Party Company shall not alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting (each, a “Proposed Amendment”) if such Proposed Amendment would (i) amend the Investors’ provisions specifically relating to the incurrence of Debt, (iii) materially affect in a manner adverse to the Secured Parties, the Company’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Administrative Agent or Secured PartiesPerson (as applicable), in each case case, relating to any Capital Call NoticesCalls, Capital Contributions, Capital Commitments, unfunded Capital ContributionsCommitments or any other Collateral or any time period applicable thereto, Pending (iv) except as permitted hereunder and by the Bylaws, suspend, reduce or terminate any Investor’s unfunded Capital Calls Commitments or Unfunded Commitments; obligation to fund Capital Calls, or amend (v) otherwise have a material adverse effect on the terms rights, titles, first priority security interests and Liens, and powers and privileges of Section 4 any of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties hereunder (each each, a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent DocumentProposed Amendment, the Borrower Company shall notify the Administrative Agent of such proposalproposal (the “Proposed Amendment Notification”). The Administrative Agent shall promptly, but in any event not later than five (5) Business Days from the date on which it has received such Proposed Amendment Notification in accordance with Section 15.3, determine, in its sole reasonable discretion (that is, without the determination requirement of obtaining the input of the other Lenders shall not be required) and on Administrative Agent’s its good faith belief, whether or not such proposed amendment, modification or change to such Constituent Document is Proposed Amendment would constitute a Material Amendment, Amendment and shall promptly notify the Borrower Company of its determination within (a) for amendments, modifications or changes proposed prior to determination. In the Final Closing Date (as such term is defined in event that the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment such Proposed Amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of Section 13.01this Agreement), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower Partythe Company. Subject to Section 15.1, and the Lenders shall be required to respond to such requests within promptly, but in any event not later than ten (10) Business Days from the date of such noticenotice from the Administrative Agent, deliver their approval or denial thereof. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If In the event that the Administrative Agent determines that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable Borrower Party Company may make such amendment without the consent of Lendersany Lender. Notwithstanding the foregoing, the Company may, without the consent of the Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (ix) to admit new Investors to the extent permitted by by, and in accordance with, this Credit AgreementAgreement and the Bylaws; and (iiy) to reflect transfers of interests in the Company permitted by by, and in accordance with, this Credit Agreement; and (iii) to facilitate provided that, in each case, the formation, operation and qualification of such Borrower Party as a RIC (Company shall promptly provide prior written notice to the extent not Administrative Agent of any such amendment. Further, in conflict the event any Constituent Document of the Company is altered, amended, modified or terminated in any respect whatsoever, the Company shall provide the Administrative Agent with the restrictions hereunder copies of each executed, filed or otherwise materially adverse to the Lenders)effective document relating thereto.

Constituent Documents. Without Except as hereinafter provided (x) the prior written consent of Administrative Agent consistent with this Section, no Initial Borrower Party shall not alter, amend, modify, terminate, or change any provision of the Operative Documents (other than the Registration Statement or a Subscription Agreement, in each case to the extent such alteration, amendment, modification, termination, or change does not result in a Material Amendment to a Subscription Agreement), and (y) no other Borrower shall alter, amend, modify, terminate, waive or change any provision of its Constituent Documents affecting the Investors’ or any Subscription Agreement (in each case under clause (x) or clause (y), a “Proposed Amendment”) if such Proposed Amendment would (a) affect such Borrower’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Administrative Agent or Secured PartiesPerson (as applicable), in each case case, relating to any Drawdowns, Capital Call NoticesContributions, Capital Commitments, Unused Capital ContributionsCommitments or any other Collateral or any time period applicable thereto in a manner adverse to the Secured Parties, Pending (b) except as permitted under this Credit Agreement, suspend, reduce or terminate any Investor’s Unused Capital Calls Commitments or Unfunded Commitments; obligation to fund Drawdowns, (c) increase the maximum amount of leverage that may be incurred by such Borrower regardless of whether any change is implemented as a result of a change in law or amend by an amendment to the terms Operative Documents or (d) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of Section 4 any of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties hereunder (each each, a “Material Amendment”). With respect to any proposed amendmentProposed Amendment, modification or change to any Constituent Document, the such Borrower shall notify deliver written notice to the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have has received such notification pursuant to in accordance with Section 13.0712.6 determine, in its sole discretion without the requirement of obtaining the input of the Lenders and on its good faith belief, whether or not such Proposed Amendment would constitute a Material Amendment and shall promptly notify such Borrower of its determination. If a Borrower provides written notice that it deems such Proposed Amendment to be a Material Amendment, the aforementioned five (5) Business Day period shall be deemed waived by the Administrative Agent, and the Administrative Agent shall seek the approval of the Required Lenders as provided in this paragraph. In the event that the Administrative Agent determines that the proposed amendment such Proposed Amendment is a Material Amendment (or a Borrower provides written notice that it deems such Proposed Amendment to be a Material Amendment), the approval of the Required Lenders and Administrative Agent will shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of Section 13.01hereunder), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower Partysuch Borrower. The Lenders shall, and the Lenders shall be required to respond to such requests within ten (10) Business Days from the date of such noticenotice from the Administrative Agent, deliver their approval or denial thereof. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If In the event that the Administrative Agent determines that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable such Borrower Party may make such amendment without the consent of Lendersany Lender. Notwithstanding the foregoingEach Borrower may, without the consent of the Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (ix) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by by, and in accordance with, this Credit Agreement; and (iiiy) to facilitate reflect transfers of Shares or Subscribed Interests in the formationBorrowers permitted by, operation and qualification of in accordance with, this Credit Agreement; provided that, in each case, such Borrower Party as a RIC (shall promptly provide prior written notice to the extent not Administrative Agent of any such amendment. Further, in conflict the event any Constituent Document of any Borrower or any Subscription Agreement is altered, amended, modified or terminated in any respect whatsoever, such Borrower shall promptly provide the Administrative Agent with the restrictions hereunder copies of each executed, filed or otherwise materially adverse effective document relating thereto. No Borrower shall enter into any side letter with an Investor with respect to such Investor’s rights or obligations under its Subscription Agreement or such Borrower’s Constituent Documents without the Lenders)prior written consent of the Administrative Agent.

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this SectionSection 11.4, no Borrower Credit Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting such Credit Party’s or the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower any Credit Party, Administrative Agent or Secured Parties, in each case relating to this Agreement, the Obligations, Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls Contributions or Unfunded Capital Commitments; or amend the terms of Section 4 Articles V or XI of the Operating Agreement, in each case in any way that materially and adversely affects Agreement or Section 6 of the rights of Administrative Agent Stockholders Agreement (or Secured Parties comparable provisions regarding leverage) (each a an “Material Amendmentadverse amendment”); or suspend, reduce, excuse or terminate any Investor’s Unfunded Commitments. With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower applicable Credit Party shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendmentan adverse amendment, and shall use reasonable efforts to notify the Borrower such Credit Party of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.0714.7. If Administrative Agent determines that the proposed amendment is a Material Amendmentan adverse amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.0111.6), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower such Credit Party, and to which the Lenders shall be required to will respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendmentDays. If Administrative Agent determines that the proposed amendment is not a Material Amendmentan adverse amendment, the applicable Borrower such Credit Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower such Credit Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; and (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).. Revolving Credit Agreement Acadia Strategic Opportunity Fund III LLC

Constituent Documents. Without the prior written consent of the Administrative Agent consistent with this Section, no Borrower Loan Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Loan Party, any General Partner, the Administrative Agent or Secured Partiesthe Lenders, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls or Unfunded Commitments; , the Collateral or amend the terms Debt Restrictions or in respect of Section 4 any Investor with a Fee Sharing Agreement, any change to the allocations of the Operating Agreementcommitments set forth therein, in each case in any way that materially and adversely affects the rights of the Administrative Agent or Secured Parties the Lenders (each a “Material Amendmentmaterial amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower applicable Loan Party shall notify the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendmentmaterial amendment, and shall use reasonable efforts to notify the Borrower appropriate Loan Party of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.0713.07 (such date the “Response Date”). If the Administrative Agent determines that the proposed amendment is a Material Amendmentmaterial amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Loan Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If the Administrative Agent determines that the proposed amendment is not a Material Amendmentmaterial amendment, the applicable Borrower Loan Party may make such amendment without the consent of the Lenders. Notwithstanding Additionally, in the foregoingevent that the Administrative Agent does not make a determination on the Response Date, such Loan Party may provide a second notice (the “Second Notice”) to the Administrative Agent and to its counsel. If five (5) Business Days has elapsed since the date such parties have been deemed to have received such Second Notice pursuant to Section 13.07, and no determination has been made by the Administrative Agent, the applicable Loan Party may make such amendment without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Section, no No Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting Documents, any Subscription Agreement or any Side Letter or enter any new Side Letter (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or modify (or affect in a similar manner) the Investors’ Debt Limitations, (b) affect such Borrower’s or any Investor’s debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Administrative Agent or Secured PartiesPerson (as applicable), in each case case, relating to any Capital Call NoticesCalls, Capital Contributions, Capital Commitments, Capital Contributions, Pending Capital Calls, Uncalled Capital Commitments that constitutes Collateral, or any other Collateral or any time period applicable thereto; (c) suspend, reduce or terminate any Investor’s Uncalled Capital Commitments or obligation to fund Capital Calls or Unfunded Commitmentsthat constitute Collateral; or amend (d) otherwise have a material adverse effect on the terms of Section 4 rights, titles, first priority security interests and Liens, and powers and privileges of the Operating AgreementLenders hereunder (each, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “Material Amendment”). With respect to any proposed amendment, modification or change Proposed Amendment by a Borrower (other than with respect to any Constituent DocumentSide Letter), the such Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07inform Borrowers whether or not such Proposed Amendment would constitute a Material Amendment. If Administrative Agent determines In the event that the proposed amendment any Proposed Amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required required. Proposed Amendments that are not Material Amendments do not require Administrative Agent or Lender consent. Copies of all executed amendments and new Side Letters will be promptly provided to respond Administrative Agent. Notwithstanding anything to such requests within ten (10) Business Days the contrary in the preceding paragraph, to the extent any amendment is being made to the Operative Documents of GBDC 4 pursuant to a review by GBDC 4’s board of directors pursuant to the Investment Company Act, and it is impractical for GBDC 4 to obtain Administrative Agent’s and Lenders’ prior review and/or approval of such notice. If a Lender has not responded amendment pursuant to the preceding paragraph, GBDC 4 may consummate such request for approval within ten amendment without such prior review or consent; provided, however, that (10i) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; and (ii) to reflect transfers of interests permitted by this Credit Agreement; and GBDC 4 shall promptly (iiibut in any event within five (5) to facilitate Business Days after the formation, operation and qualification effectiveness of such Borrower Party as amendment) provide a RIC (copy of the executed amendment to the extent not Administrative Agent for Administrative Agent to determine in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders)its reasonable discretion whether such proposed amendment constitutes a Material Amendment.

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Section, : (a) no Borrower Party Guarantor nor any Approved Intermediary shall alter, amend, modify, supplement, terminate, or change any provision of its Governing Agreement (or any other Constituent Documents Documents) or the Subscription Agreements of its Investors, affecting the Investors’ debts, duties, obligations, and obligations or liabilities, and or the rights, titles, security interests, liens, powers and privileges of such Borrower Loan Party, Administrative Agent General Partner, or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls Contributions or Unfunded Commitments; or (b) amend the terms of Section 4 of the Operating Agreementany leverage limitations set forth therein, in each case in any way that materially and adversely affects the rights of Administrative Agent or the Secured Parties (each each, a “Material Amendmentmaterial amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower applicable Loan Party shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendmentmaterial amendment, and shall use reasonable efforts to notify the Borrower appropriate Loan Party of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07, provided that Administrative Agent will endeavor to make such determination prior to the end of such 10 Business Day period, to the extent reasonably possible. If Administrative Agent determines that the proposed amendment is a Material Amendmentmaterial amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Loan Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendmentmaterial amendment, the applicable Borrower Loan Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Loan Party may amend its Constituent Documents: (ia) to admit new Investors to the extent permitted by this Credit Agreement; and (iib) to reflect transfers of interests permitted by this Credit Agreement; and (iii) , provided that Borrower provides notice to facilitate the formation, operation and qualification Administrative Agent of same at least 15 Business Days prior to such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders)amendment.

Constituent Documents. Without Except as hereinafter provided, the prior written consent of Administrative Agent consistent with this Section, no Borrower Party Company shall not alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting (each, a “Proposed Amendment”) if such Proposed Amendment would (i) amend the Investors’ provisions specifically relating to the incurrence of Debt, (ii) materially affect in a manner adverse to the Secured Parties, the Company’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Administrative Agent or Secured PartiesPerson (as applicable), in each case case, relating to any Capital Call NoticesCalls, Capital Contributions, Capital Commitments, unfunded Capital ContributionsCommitments or any other Collateral or any time period applicable thereto, Pending (iii) except as permitted hereunder and by the LLCA, suspend, reduce or terminate any Investor’s unfunded Capital Calls Commitments or Unfunded Commitments; obligation to fund Capital Calls, or amend (iv) otherwise have a material adverse effect on the terms rights, titles, first priority security interests and Liens (subject to Permitted Liens), and powers and privileges of Section 4 any of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties hereunder (each each, a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent DocumentProposed Amendment, the Borrower Company shall notify the Administrative Agent of such proposalproposal (the “Proposed Amendment Notification”). The Administrative Agent shall promptly, but in any event not later than five (5) Business Days from the date on which it has received such Proposed Amendment Notification in accordance with Section 15.3, determine, in its sole reasonable discretion (that is, without the determination requirement of obtaining the input of the other Lenders shall not be required) and on Administrative Agent’s its good faith belief, whether or not such proposed amendment, modification or change to such Constituent Document is Proposed Amendment would constitute a Material Amendment, Amendment and shall notify the Borrower Company of its determination within (a) for amendments, modifications or changes proposed prior to determination. In the Final Closing Date (as such term is defined in event that the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment such Proposed Amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of Section 13.01this Agreement), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower Partythe Company. Subject to Section 15.1, and the Lenders shall be required to respond to such requests within promptly, but in any event not later than ten (10) Business Days from the date of such noticenotice from the Administrative Agent, deliver their approval or denial thereof. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If In the event that the Administrative Agent determines that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable Borrower Party Company may make such amendment without the consent of Lendersthe Administrative Agent or other Secured Party. Notwithstanding the foregoing, the Company may, without the consent of the Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (ix) to admit new Investors to the extent permitted by by, and in accordance with, this Credit AgreementAgreement and the LLCA; and (iiy) to reflect transfers of interests in the Company permitted by by, and in accordance with, this Credit Agreement; and (iii) to facilitate provided that, in each case, the formation, operation and qualification of such Borrower Party as a RIC (Company shall promptly provide prior written notice to the extent not Administrative Agent of any such amendment. Further, in conflict the event any Constituent Document of the Company is altered, amended, modified or terminated in any respect whatsoever, the Company shall provide the Administrative Agent with the restrictions hereunder copies of each executed, filed or otherwise materially adverse to the Lenders)effective document relating thereto.

Constituent Documents. Without the prior written consent of Administrative Agent and, as applicable, the Required Lenders consistent with this SectionSection 10.04, no Borrower Loan Party shall may alter, amend, modify, terminate, or change any provision of its Constituent Documents (including by virtue of such Person’s consent to or entry into any Side Letter) or Intermediary Subscription Agreements affecting the Investors’ or Intermediaries’ debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower PartyPledgor, Administrative Agent General Partner, or Secured Parties, in each case or relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls Contributions or Unfunded Commitments; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects impairs the rights of Administrative Agent or the Secured Parties with respect to the Collateral or would be reasonably likely to materially and adversely affect the rights of the Secured Parties or any Lien on the Collateral (each a “Material Amendmentmaterial amendment”); provided, that, notwithstanding the foregoing, customary amendments to the Constituent Documents of the Initial Guarantor or any other Loan Party that is a REIT in connection with an offering of de minimis REIT preferred interests shall be permitted without any additional approval from Administrative Agent and the Lenders, provided that such amendments do not constitute a material amendment. With respect to any proposed amendment, modification or change to any Constituent DocumentDocument (including any Side Letter) or Intermediary Subscription Agreement, the Borrower shall Loan Parties will notify Administrative Agent of such proposal. Administrative Agent shall will determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall will not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendmentmaterial amendment, and shall will use commercially reasonable efforts to notify the Borrower Loan Parties of its determination within seven (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (107) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendmentmaterial amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall will promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Partythe Loan Parties, and the Lenders shall be required to will respond to such requests request within ten seven (107) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall or be deemed to have approved such proposed material amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendmentmaterial amendment, the applicable Borrower Loan Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party any Pledgor may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate permit the formationadoption of any “most favored nations” clauses in any Side Letters of any Investor (provided that in the case of this clause (iii), operation the Loan Parties will provide prior written notice within the timeframes required by Section 9.06(b), if applicable); and qualification of such Borrower Party as a RIC (iv) to the extent not incorporate any amendments required by any state in conflict order to comply with the restrictions hereunder NASAA REIT Guidance or otherwise materially adverse Blue Sky Laws. General Partner will deliver to Administrative Agent, not later than five Business Days after the Lenders)effectiveness thereof, a copy of any amendment, supplement, modification or change to its Constituent Documents. For the avoidance of doubt, the Proposed Amendment is not a material amendment for purposes of this Section 10.04.

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Section, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Party, Administrative Agent or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls or Unfunded Commitments; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendment, the approval of the Qualified Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Required Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

Constituent Documents. Without Except as otherwise provided in this Credit Agreement, the prior written consent of Administrative Agent consistent with this Section, no Initial Borrower Party shall not alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting Trust Agreement, if any such Proposed Amendment (hereinafter defined) would (a) affect the Initial Borrower’s or the Investors’ (as applicable) debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such the Initial Borrower Party, Administrative Agent or Secured Parties(as applicable), in each case any case, relating to Capital Call any Demand Notices, Capital Commitments, Capital Commitments or Contributions, Pending Capital Calls or Unfunded Commitments; or amend including any Investor’s obligation to fund Contributions with respect to its Unused Commitment, (b) have a Material Adverse Effect on the terms of Section 4 rights, titles, first priority security interests (subject to any Permitted Liens) and Liens, and powers and privileges of the Operating Agreement, Lenders hereunder or (c) remove or reduce (or affect in each case in any way that materially and adversely affects a similar manner) the rights of Administrative Agent or Secured Parties Debt Limitations imposed on the Initial Borrower (each a “Material Amendment”). With respect to any proposed alteration, amendment, modification modification, termination or change (each, a “Proposed Amendment”) to any Constituent Documentthe Trust Agreement, the Initial Borrower shall notify the Administrative Agent of such proposalproposal (except as provided below). The Administrative Agent shall determine, in its sole commercially reasonable discretion (that isi.e., the determination of the other Lenders shall not be required) and on Administrative Agent’s its good faith belief, whether such proposed amendment, modification or change Proposed Amendment to such Constituent Document is the Trust Agreement would constitute a Material Amendment, and shall notify the Borrower of its determination Amendment within three (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (103) Business Days of the date on which it is deemed to have received such notification pursuant to in accordance with Section 13.0712.6 hereof and shall promptly notify the Initial Borrower of its determination. If the Administrative Agent determines that the proposed amendment Proposed Amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is otherwise required consistent with the terms of Section 13.01this Credit Agreement), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower Partythe Initial Borrower. Subject to Section 12.1 hereof, and the Lenders shall be required to respond to such requests within have ten (10) Business Days from the date of such notice. If a Lender has not responded notice from the Administrative Agent to such request for deliver their approval within ten (10) Business Days of receiving such notice, or denial thereof; provided that such Lender shall be deemed to have approved consented to any such proposed amendmentMaterial Amendment to the extent such Lender does not provide an express approval or denial thereof within such ten (10) Business Day period. If the Administrative Agent determines that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable Initial Borrower Party may make such amendment without the consent of the Lenders. Notwithstanding the foregoing, the Initial Borrower may, without the consent of the Administrative Agent or the LendersLenders (and without submitting the Proposed Amendment to the Administrative Agent for determination as described above), a Borrower Party may amend its Constituent Documentsthe Trust Agreement: (i) to cure any ambiguity, correct or supplement any provision of the Trust Agreement which is incomplete or inconsistent with any other provision thereof (the effect of which shall be immaterial to the Lenders), correct any printing, stenographic or clerical error or effect changes of an administrative or ministerial nature which do not materially increase the authority of the Initial Borrower or adversely affect the rights of the Lenders or to fix any other obvious error or any other error or omission of a technical or immaterial nature; (ii) to admit new Investors to the extent permitted by this Credit Agreementin accordance with Section 9.5(b) below; (iiiii) to reflect transfers of interests in the Initial Borrower in accordance with Section 9.5(a) below and any action permitted by this Credit Agreementunder Section 9.6 hereof; and (iiiiv) to facilitate reflect any withdrawals in accordance with Section 9.5(f) below; provided that the formation, operation and qualification of such Initial Borrower Party as a RIC (shall promptly provide to the extent Administrative Agent a copy of any such executed amendment which does not in conflict with require the restrictions hereunder consent of the Administrative Agent or otherwise materially adverse to the Lenders).

Constituent Documents. Without the prior written consent of Administrative Agent consistent with this Section, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Adviser, Administrative Agent or Secured PartiesLenders, in each case or relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls Contributions or Unfunded Commitments; or amend the terms of Section 4 of the Operating AgreementSubscription Agreements, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties Lenders (each a “Material Amendmentmaterial amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the applicable Borrower Party shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendmentmaterial amendment, and shall use reasonable efforts to notify 69 the appropriate Borrower Party of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendmentmaterial amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendmentmaterial amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; and (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

Constituent Documents. Without Except as hereinafter provided, without the prior written consent of the Administrative Agent consistent with this Sectionand the Required Lenders, no the Borrower Party shall not alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting Documents, any Subscription Agreement or any Side Letter or enter into any new Side Letter with an existing Investor (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or reduce (or affect in a similar manner) the Investors’ Debt Limitations in a manner that affects the borrowing capacity in the Borrower Constituent Documents; (b) affect the Borrower’s or any Investor’s (as applicable) debts, duties, 98 US-DOCS\106247413.1 obligations, and liabilities, and or the rights, titles, security interests, liensLiens, powers and privileges of such Borrower Party, Administrative Agent or Secured PartiesPerson (as applicable), in each case case, relating to any Capital Call NoticesCalls, Capital Contributions, Capital Commitments, Uncalled Capital ContributionsCommitments or any other Collateral or any time period applicable thereto; (c) except as permitted under Section 9.5, Pending suspend, reduce or terminate any Investor’s Unfunded Capital Calls Commitments or Unfunded Commitmentsthe obligation to fund Capital Calls; (d) amend any of the provisions thereof related to a “Subscription Facility” (as such term is defined in the Borrower Constituent Documents); or amend (e) otherwise have a material adverse effect on the terms rights, titles, first priority security interests and Liens, and powers and privileges of Section 4 any of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties hereunder (each each, a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent DocumentProposed Amendment, the Borrower shall notify the Administrative Agent of such proposal. The Administrative Agent shall within three (3) Business Days of the date on which it has received such notification in accordance with Section 12.6 determine, in its sole reasonable discretion (that is, without the determination requirement of obtaining the input of the other Lenders shall not be required) and on Administrative Agent’s its good faith belief, whether or not such proposed amendment, modification or change to such Constituent Document is Proposed Amendment would constitute a Material Amendment, Amendment and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to such period. In the Final Closing Date (as such term is defined in event that the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment such Proposed Amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will shall be required (unless the approval of all Lenders or each affected Lender is otherwise required consistent with the terms of Section 13.01this Credit Agreement), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment Proposed Amendment and any other relevant information provided by any Borrower Partythe Borrower. Subject to Section 12.1, and the Lenders shall be required to respond to such requests shall, within ten seven (107) Business Days from the date of such noticenotice from the Administrative Agent, deliver their approval or denial thereof. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If In the event that the Administrative Agent determines that the proposed amendment Proposed Amendment is not a Material Amendment, the applicable Borrower Party may make such amendment Proposed Amendment without the consent of Lendersany Lender. Notwithstanding the foregoing, the Borrower may, without the consent of the Administrative Agent or the Lenders and without prior notification to the Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (iw) to admit new Investors to the extent permitted by by, and in accordance with, this Credit Agreement; (iix) to effect any amendment to any Constituent Document to the extent such amendment does not require the majority approval of the Investors and can be effected solely by the applicable investment committee and is not a Material Amendment; (y) to reflect transfers of interests in the Borrower permitted by by, and in accordance with, this Credit Agreement; and (iiiz) to facilitate amend Side Letters to incorporate provisions from other Side Letters from Included Investors through a “most favored nations” election; provided that, in each case, the formationBorrower shall provide prompt notice to the Administrative Agent of any such amendment. Further, operation and qualification in the event any Constituent Document or any provision thereof is altered, amended, modified or terminated in any respect whatsoever, the Borrower shall within ten (10) Business Days of the effectiveness of such Borrower Party as a RIC (to alteration, amendment, modification or termination, shall provide the extent not in conflict Administrative Agent with copies of each executed, filed or otherwise effective document relating thereto quarterly with the restrictions hereunder delivery of each Compliance Certificate or otherwise materially adverse to at the Lenders)next Borrowing.