Common use of Material Amendments Clause in Contracts

Material Amendments. Without the prior written consent of Administrative Agent consistent with this Section 9.04, no Borrower shall alter, amend, modify, restate, 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 any Borrower, any Managing Entity, Administrative Agent or Secured Parties, in each case relating to Capital Calls, Capital Commitments, Capital Contributions or Unfunded Commitments, 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 (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretion), the applicable Borrower shall use reasonable efforts to notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Borrower of its determination within five Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determination, the approval of the Required Lenders and Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of Lenders is required consistent with the terms of Section 12.01), 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 the applicable Borrower, and Lenders shall be required to respond to such requests within five Business Days of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or any of the Lenders, the applicable Borrower may amend its Constituent Documents: (i) to admit new Investors and subject to Section 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or commitments to such Borrower to the extent otherwise permitted by this Credit Agreement; (ii) to reflect transfers of interests of Investors otherwise permitted by this Credit Agreement and (iii) to extend the investment period.

Material Amendments. Without the prior written consent of Administrative Agent consistent with this Section 9.04, no Borrower Fund shall alter, amend, modify, restate, 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 any BorrowerFund, any Managing Entity, Administrative Agent or Secured Parties, in each case relating to Capital CallsCall Notices, Capital Commitments, Capital Contributions or Unfunded Commitments, 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 (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretion), the applicable Borrower Fund shall use reasonable efforts to notify Administrative Agent of such proposalproposal prior to the entry into such amendment, modification or change. Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Borrower Fund of its determination within five (5) Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determinationamendment, the approval of the Required Lenders and Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of all Lenders is required consistent with the terms of Section 12.01), 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 the applicable BorrowerFund, and Lenders shall be required to respond to such requests within five (5) Business Days of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower Fund may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or any of the Lenders, the applicable Borrower Fund may amend its Constituent Documents: (i) to admit new Investors and subject to Section 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or commitments to such Borrower Fund to the extent otherwise permitted by this Credit Agreement; and (ii) to reflect transfers of interests of Investors otherwise permitted by this Credit Agreement and (iii) to extend the investment periodAgreement.

Material Amendments. Without the prior written consent of Administrative Agent consistent with this Section 9.04, no Borrower shall alter, amend, modify, restate, 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 any Borrower, any Managing Entity, Administrative Agent or Secured Parties, in each case relating to Capital Calls, Capital Commitments, Capital Contributions or Unfunded Commitments, 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 (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretion), the applicable Borrower shall use reasonable efforts to notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Borrower of its determination within five Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determination, the approval of the Required Lenders and Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of Lenders is required consistent with the terms of Section 12.01), 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 the applicable Borrower, and Lenders shall be required to respond to such requests within five Business Days of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or any of the Lenders, the applicable Borrower may amend its Constituent Documents: (i) to admit new Investors and subject to Section 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or commitments to such Borrower to the extent otherwise permitted by this Credit Agreement; (ii) to reflect transfers of interests of Investors otherwise permitted by this Credit Agreement and (iii) to extend the investment period.. 4839-3568-8659 v.44820-4713-6753 v.6 109

Material Amendments. Without the prior written consent of the Administrative Agent consistent with this Section 9.04, no Borrower Fund shall alter, amend, modify, restate, 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 any BorrowerFund, any Managing Entity, the Administrative Agent or the other Secured Parties, in each case relating to Capital CallsCall Notices, Capital Commitments, Capital Contributions or Unfunded Commitments, in each case in any way that materially and adversely affects the rights of the Administrative Agent or the other Secured Parties (each a “material amendment”). With respect to any proposed amendment, modification or change to any Constituent Document (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretion), the applicable Borrower Fund shall use reasonable efforts to notify the Administrative Agent of such proposalproposal prior to the entry into such amendment, modification or change. The Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Borrower Fund of its determination within five (5) Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If the Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determinationamendment, the approval of the Required Lenders and the Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of all Lenders is required consistent with the terms of Section 12.01), 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 the applicable BorrowerFund, and the Lenders shall be required to respond to such requests within five (5) Business Days of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If the Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower Fund may make such amendment without the consent of the Lenders. Notwithstanding the foregoing, without the consent of the Administrative Agent or any of the Lenders, the applicable Borrower Fund may amend its Constituent Documents: (i) to admit new Investors and subject to Section Sections 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or commitments Capital Commitments to such Borrower Fund to the extent otherwise permitted by this Credit Agreement; and (ii) to reflect transfers of interests of Investors otherwise permitted by this Credit Agreement and (iii) to extend the investment periodAgreement.

Material Amendments. Without the prior written consent of Administrative Agent consistent with this Section 9.04, no Borrower shall alter, amend, modify, restate, 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 any Borrower, any Managing Entity, Administrative Agent or Secured Parties, in each case relating to Capital Calls, Capital Commitments, Capital Contributions or Unfunded Commitments, 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 (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretion), the applicable Borrower shall use reasonable efforts to notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Borrower of its determination within five Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determination, the approval of the 101 Required Lenders and Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of Lenders is required consistent with the terms of Section 12.01), 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 the applicable Borrower, and Lenders shall be required to respond to such requests within five Business Days of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or any of the Lenders, the applicable Borrower may amend its Constituent Documents: (i) to admit new Investors and subject to Section 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or commitments to such Borrower to the extent otherwise permitted by this Credit Agreement; (ii) to reflect transfers of interests of Investors otherwise permitted by this Credit Agreement and (iii) to extend the investment period.