Common use of Constituent Documents Clause in Contracts

Constituent Documents. Except as hereinafter provided, no 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 entered into by it or, any Side Letter entered into by it or enter any new Side Letter to be entered into by it (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend (or affect in a similar manner) the Debt Limitations with respect to the applicable Fund Group, (b) affect such Credit Party’s or its General Partner’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Uncalled Capital Commitments or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, (c) except as permitted under Section 9.5, suspend, reduce or terminate any Investor’s Unfunded Capital Commitments or obligation to fund Capital Calls with respect to the applicable Fund Group, or (d) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable Credit Party shall provide the Administrative Agent with written notice of the substance of any Proposed Amendment and the Administrative Agent shall 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 (but in any event within five (5) Business Days) notify the Borrowers of its determination. In the event that the Administrative Agent determines that such Proposed Amendment is a Material Amendment, the approval of the Required Lenders shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Credit Agreement), 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 such Credit Party. Subject to Section 12.1, the Lenders shall, within ten (10) Business Days from the date of such notice from the Administrative Agent, deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed Amendment is not a Material Amendment, such Credit Party may make such amendment without the consent of any Lender. Each Credit Party may, without the consent of the Administrative Agent or the Lenders, amend its Constituent Documents: (x) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; and (y) to reflect transfers of interests in the applicable Borrower or Feeder Fund permitted by, and in accordance with, this Credit Agreement; provided that, in each case, such Credit Party shall promptly provide prior 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 the Administrative Agent with copies of each executed, filed or otherwise effective document relating thereto.

Constituent Documents. Except as hereinafter provided, no Credit Party No Borrower 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 its Constituent Documents, any Subscription Agreement entered into by it or, or any Side Letter entered into by it or enter any new Side Letter to be entered into by it (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend (or affect in a similar manner) the Debt Limitations with respect to the applicable Fund Group, (b) affect such Credit Party’s or its General PartnerBorrower’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Pending Capital Calls, Uncalled Capital Commitments that constitutes Collateral, or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, ; (cb) except as permitted under Section 9.5, suspend, reduce or terminate any Investor’s Unfunded Uncalled Capital Commitments or obligation to fund Capital Calls with respect to the applicable Fund Group, that constitutes Collateral; or (dc) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties Lenders hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable Credit Party shall provide the Administrative Agent with written notice of the substance of With respect to any Proposed Amendment and the by a Borrower or Guarantor, such Borrower or Guarantor, as applicable, shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole discretion without the requirement within five (5) Business Days of obtaining the input of the Lenders and on its good faith belief, such notification inform Borrowers whether or not such Proposed Amendment would constitute a Material Amendment and shall promptly (but in any event within five (5) Business Days) notify the Borrowers of its determinationAmendment. In the event that the Administrative Agent determines that such Proposed Amendment is a Material Amendment, the approval of the Required all Lenders shall be required (unless the approval required. Proposed Amendments that are not Material Amendments do not require Administrative Agent or Lender consent. Copies of all Lenders executed amendments and new Side Letters will be promptly provided to Administrative Agent. Notwithstanding anything to the contrary in the preceding paragraph, to the extent any amendment is otherwise required consistent with being made to the terms Operative Documents of this Credit Agreement)the Initial Borrower pursuant to a review by the Initial Borrower’s board of directors pursuant to the Investment Company Act of 1940, as amended, and it is impractical for 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 such Credit Party. Subject Initial Borrower to Section 12.1, the Lenders shall, within ten (10) Business Days from the date of such notice from obtain the Administrative Agent’s and Lenders’ prior review and/or approval of such amendment pursuant to the preceding paragraph, deliver their approval Borrower may consummate such amendment without such prior review or denial thereof. In the event consent; provided, however, that the Administrative Agent determines that the Proposed Amendment (i) such amendment is not a Material Amendment, such Credit Party may make such amendment without and (ii) the consent of Initial Borrower shall promptly (but in any Lender. Each Credit Party may, without the consent event within five (5) Business Days of the Administrative Agent or effectiveness of such amendment) provide a copy of the Lenders, amend its Constituent Documents: (x) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; and (y) to reflect transfers of interests in the applicable Borrower or Feeder Fund permitted by, and in accordance with, this Credit Agreement; provided that, in each case, such Credit Party shall promptly provide prior written notice executed amendment 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 for the Administrative Agent with copies of each executed, filed or otherwise effective document relating theretoto determine whether such proposed amendment constitutes a Material Amendment.

Constituent Documents. Except as hereinafter provided, no Credit Party Borrower shall (nor shall it permit its General Partner to on its behalf) alter, amend, modify, terminate, or change any provision of such Credit PartyBorrower’s Constituent Documents, any Subscription Agreement entered into by it or, any Side Letter entered into by it or enter any new Side Letter to be entered into by it (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend (or affect in a similar manner) the Debt Limitations with respect to the applicable Fund GroupLimitations, (b) affect such Credit Party’s or its General PartnerBorrower’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Uncalled Capital Commitments or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, (c) except as permitted under Section 9.5, suspend, reduce or terminate any Investor’s Unfunded Capital Commitments or obligation to fund Capital Calls with respect to the applicable Fund GroupCalls, or (d) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable Credit Party Borrower shall provide the Administrative Agent with written notice of the substance of any Proposed Amendment and the Administrative Agent shall 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 (but and in any event within five (5) Business Days) notify the Borrowers of its determination. In the event that the Administrative Agent determines that such Proposed Amendment is a Material Amendment, the approval of the Required Lenders shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Credit Agreement), 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 such Credit PartyBorrower. Subject to Section 12.1, the Lenders shall, within ten (10) Business Days from the date of such notice from the Administrative Agent, deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed Amendment is not a Material Amendment, such Credit Party Borrower may make such amendment without the consent of any Lender. Each Credit Party Borrower may, without the consent of the Administrative Agent or the Lenders, amend its Constituent Documents: (x) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; and (y) to reflect transfers of interests in the applicable Borrower or Feeder Fund Borrowers permitted by, and in accordance with, this Credit Agreement; provided that, in each case, such Credit Party Borrower shall promptly provide prior written notice to the Administrative Agent of any such amendment. Further, in the event any Constituent Document of any Credit Party Borrower is altered, amended, modified or terminated in any respect whatsoever, such Credit Party Borrower shall provide the Administrative Agent with copies of each executed, filed or otherwise effective document relating thereto.

Constituent Documents. Except as hereinafter provided, no Credit Party No Borrower 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 its Constituent Documents, any Subscription Agreement entered into by it or, or any Side Letter entered into by it or enter any new Side Letter to be entered into by it (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend modify (or affect in a similar manner) the Debt Limitations with respect to the applicable Fund GroupLimitations, (b) affect such Credit Party’s or its General PartnerBorrower’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Pending Capital Calls, Uncalled Capital Commitments that constitutes Collateral, or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, ; (c) except as permitted under Section 9.5, suspend, reduce or terminate any Investor’s Unfunded Uncalled Capital Commitments or obligation to fund Capital Calls with respect to the applicable Fund Group, that constitute Collateral; or (d) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties Lenders hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable Credit Party shall provide the Administrative Agent with written notice of the substance of With respect to any Proposed Amendment and the by a Borrower (other than with respect to any Side Letter), such Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole discretion without the requirement within five (5) Business Days of obtaining the input of the Lenders and on its good faith belief, such notification inform Borrowers whether or not such Proposed Amendment would constitute a Material Amendment. In the event that any Proposed Amendment is a Material Amendment, the approval of all Lenders shall be 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 Administrative Agent. For the avoidance of doubt, any Investor’s transfer of Shares (as opposed to its Capital Commitment) in accordance with the relevant Subscription Agreement shall not be considered a Material Amendment. Notwithstanding anything to 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 amendment pursuant to the preceding paragraph, GBDC 4 may consummate such amendment without such prior review or consent; provided, however, that (i) such amendment is not a Material Amendment, and (ii) GBDC 4 shall promptly (but in any event within five (5) Business DaysDays after the effectiveness of such amendment) notify provide a copy of the Borrowers of its determination. In the event that the executed amendment to Administrative Agent determines that for Administrative Agent to determine in its reasonable discretion whether such Proposed Amendment is proposed amendment constitutes a Material Amendment, the approval of the Required Lenders shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Credit Agreement), 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 such Credit Party. Subject to Section 12.1, the Lenders shall, within ten (10) Business Days from the date of such notice from the Administrative Agent, deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed Amendment is not a Material Amendment, such Credit Party may make such amendment without the consent of any Lender. Each Credit Party may, without the consent of the Administrative Agent or the Lenders, amend its Constituent Documents: (x) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; and (y) to reflect transfers of interests in the applicable Borrower or Feeder Fund permitted by, and in accordance with, this Credit Agreement; provided that, in each case, such Credit Party shall promptly provide prior 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 the Administrative Agent with copies of each executed, filed or otherwise effective document relating thereto.

Constituent Documents. Except as hereinafter provided, no Credit Party shall (nor shall it permit its General Partner to on its behalf) alter, amend, modify, terminate, waive or change any provision of such Credit Party’s its Constituent Documents, any Subscription Agreement entered into by it or, any Side Letter entered into by it or enter any new Side Letter to be entered into by it (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend (or affect in a similar manner) modify the Debt Limitations with respect to the applicable Fund GroupLimitations, (b) affect such the Credit Party’s or its General Partner’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital CallsDrawdowns, Capital Contributions, Capital Commitments, Uncalled Capital Commitments or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, (c) except as permitted under Section 9.5, suspend, reduce reduce, terminate or terminate change any Investor’s Unfunded Capital Commitments or obligation to fund Capital Calls with respect to the applicable Fund GroupDrawdowns, or (d) otherwise have a material an adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable With respect to any Proposed Amendment, such Credit Party shall provide notify the Administrative Agent with written notice of the substance of any Proposed Amendment and the such proposal. The Administrative Agent shall within ten (10) Business Days of the date on which it has received such notification 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 (but in any event within five (5) Business Days) notify the Borrowers such Credit Party of its determination. In the event that the Administrative Agent determines that such Proposed Amendment is a Material Amendment, the approval of the Required all Lenders shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Credit Agreement)required, 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 such Credit Party. Subject to Section 12.1, the Lenders shall, within ten (10) Business Days from the date of such notice from the Administrative Agent, deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed Amendment is not a Material Amendment, such Credit Party may make such amendment without the consent of any Lender. Each Credit Party may, without the consent of the Administrative Agent or the Lenders, amend its Constituent Documents: (x) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; and (y) to reflect transfers of interests Subscribed Interests in the applicable Borrower or Feeder Fund Borrowers permitted by, and in accordance with, this Credit Agreement; provided that, in each case, such Credit Party shall promptly provide prior written notice to the Administrative Agent of any such amendment. Further, in 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 the Administrative Agent with copies of each executed, filed or otherwise effective document relating thereto.

Constituent Documents. Except as hereinafter provided, no No 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 its Constituent Documents, any Subscription Agreement entered into by it or, or any Side Letter entered into by it or enter any new Side Letter to be entered into by it (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend modify (or affect in a similar manner) the Debt Limitations with respect to the applicable Fund GroupLimitations, (b) affect such Credit Party’s or its General Partner’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Pending Capital Calls, Uncalled Capital Commitments that constitutes Collateral, or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, ; (c) except as permitted under Section 9.5, suspend, reduce or terminate any Investor’s Unfunded Uncalled Capital Commitments or obligation to fund Capital Calls with respect to the applicable Fund Group, that constitute Collateral; or (d) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties Lenders hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable With respect to any Proposed Amendment by a Credit Party (other than with respect to any Side Letter), such Credit Party shall provide the notify Administrative Agent with written notice of the substance of any Proposed Amendment and the such proposal. Administrative Agent shall determine, in its sole discretion without within five (5) Business Days of such notification inform the requirement of obtaining the input of the Lenders and on its good faith belief, Credit Parties whether or not such Proposed Amendment would constitute a Material Amendment. In the event that any Proposed Amendment is a Material Amendment, the approval of all Lenders shall be 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 Administrative Agent. Notwithstanding anything to 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 amendment pursuant to the preceding paragraph, GCDLC r may consummate such amendment without such prior review or consent; provided, however, that (i) such amendment is not a Material Amendment, and (ii) GCDLC shall promptly (but in any event within five (5) Business DaysDays after the effectiveness of such amendment) notify provide a copy of the Borrowers of its determination. In the event that the executed amendment to Administrative Agent determines that for Administrative Agent to determine in its reasonable discretion whether such Proposed Amendment is proposed amendment constitutes a Material Amendment, the approval of the Required Lenders shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Credit Agreement), 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 such Credit Party. Subject to Section 12.1, the Lenders shall, within ten (10) Business Days from the date of such notice from the Administrative Agent, deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed Amendment is not a Material Amendment, such Credit Party may make such amendment without the consent of any Lender. Each Credit Party may, without the consent of the Administrative Agent or the Lenders, amend its Constituent Documents: (x) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; and (y) to reflect transfers of interests in the applicable Borrower or Feeder Fund permitted by, and in accordance with, this Credit Agreement; provided that, in each case, such Credit Party shall promptly provide prior 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 the Administrative Agent with copies of each executed, filed or otherwise effective document relating thereto.

Constituent Documents. Except as hereinafter providedWithout the prior written consent of Administrative Agent consistent with this Section, no Credit Borrower 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 its Constituent Documents, any Subscription Agreement entered into by it or, any Side Letter entered into by it or enter any new Side Letter to be entered into by it (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend (or affect in a similar manner) Documents affecting the Debt Limitations with respect to the applicable Fund Group, (b) affect such Credit Party’s or its General Partner’s or any Investor’s (as applicable) Investors’ debts, duties, obligations, and liabilities, or and the rights, titles, security interests, Liensliens, powers and privileges of such Person (as applicable)Borrower Party, Administrative Agent or Secured Parties, in each case, case relating to any Capital Calls, Capital ContributionsCall Notices, Capital Commitments, Uncalled Capital Commitments Contributions or any other Collateral Unfunded Commitments; or any time period applicable theretoamend the terms of Section 4 of the Operating Agreement, in each such case with respect to in any way that materially and adversely affects the applicable Fund Group, (c) except as permitted under Section 9.5, suspend, reduce rights of Administrative Agent or terminate any Investor’s Unfunded Capital Commitments or obligation to fund Capital Calls with respect to the applicable Fund Group, or (d) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties hereunder with respect to the applicable Fund Group (each, each a “Material Amendment”). The applicable Credit Party With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower shall provide the notify Administrative Agent with written notice of the substance of any Proposed Amendment and the such proposal. Administrative Agent shall determine, in its sole reasonable discretion without (that is, the requirement of obtaining the input determination of the other Lenders and shall not be required) on its Administrative Agent’s good faith belief, whether such proposed amendment, modification or not change to such Proposed Amendment would constitute Constituent Document is a Material Amendment Amendment, and shall promptly notify the Borrower of its determination within (but a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in any event within the Operating Agreement), two (2) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, five (5) Business Days) notify Days of the Borrowers of its determinationdate on which it is deemed to have received such notification pursuant to Section 13.07. In the event that the If Administrative Agent determines that such Proposed Amendment the proposed amendment is a Material Amendment, the approval of the Required Lenders shall and Administrative Agent will be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Credit AgreementSection 13.01), 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 Party, and the Required Lenders shall be required to respond to such Credit Party. Subject to Section 12.1, the Lenders shall, requests within ten (10) Business Days from the date of such notice from the Administrative Agent, deliver their approval or denial thereofnotice. In the event that the If Administrative Agent determines that the Proposed Amendment proposed amendment is not a Material Amendment, such Credit the applicable Borrower Party may make such amendment without the consent of any LenderLenders. Each Credit Party mayNotwithstanding the foregoing, without the consent of the Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (xi) to admit new Investors to the extent permitted by, and in accordance with, by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (yiii) to reflect transfers facilitate the formation, operation and qualification of interests in the applicable such Borrower or Feeder Fund permitted by, and in accordance with, this Credit Agreement; provided that, in each case, such Credit Party shall promptly provide prior 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 the Administrative Agent with copies of each executed, filed or otherwise effective document relating theretoas a RIC.

Constituent Documents. Except as hereinafter provided, no Credit Loan Party shall (nor shall it it, where applicable, permit its General Partner to on its behalfgeneral partner to) alter, amend, modify, terminate, waive or change any provision of such Credit Party’s its Governing Agreement or Constituent DocumentsDocuments (as applicable), any Subscription Agreement entered into by it orAgreement, if applicable, or any Side Letter entered into by it or enter any new Side Letter to be entered into by it (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend adjust (or affect in a similar manner) the Debt Limitations with respect to the applicable Fund Groupany debt limitations set out in such Loan Party’s Governing Agreements or Constituent Documents (as applicable) , (b) affect the Loan Party’s, the general partner’s of such Credit Party’s or its General Partner’s Loan Party or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Uncalled Capital Commitments or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, (c) except as permitted under Section 9.510.06, suspend, reduce or terminate any Investor’s Unfunded Capital Commitments or obligation to fund Capital Calls with respect to the applicable Fund GroupCalls, or (d) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable Credit With respect to any Proposed Amendment, such Loan Party shall provide notify the Administrative Agent with written notice of the substance of any Proposed Amendment and the such proposal. The Administrative Agent shall determine, in its sole discretion without the requirement within ten (10) Business Days of obtaining the input of the Lenders and on its good faith beliefsuch notification inform such Loan Party, whether or not such Proposed Amendment would constitute a Material Amendment and shall promptly (but in any event within five (5) Business Days) notify the Borrowers of its determinationAmendment. In the event that the Administrative Agent determines that such Proposed Amendment is a Material Amendment, the approval of the Required Lenders shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Credit Agreement), and the Administrative Agent shall promptly (but in any event within ten (10) Business Days of such determination) notify the Lenders of such request for such approval, distributing, as appropriate, the Proposed Amendment and any other relevant information provided by such Credit the - 100 - relevant Loan Party. Subject to Section 12.1, the The Required Lenders shall, within shall have ten (10) Business Days from the date of such notice from the Administrative Agent, Agent to deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed Amendment is not a Material Amendment, such Credit Loan Party may make such amendment without the consent of any Lenderthe Lenders. Each Credit Loan Party may, without the consent of the Administrative Agent or the Lenders, amend its Governing Agreement or Constituent Documents: Documents (as applicable): (x) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; and (y) to reflect transfers of interests in the applicable Borrower or Feeder Fund the Guarantor permitted by, and in accordance with, this Credit Agreement; and (z) to cure any error or omission of a technical or immaterial nature; provided that, in each case, such Credit Loan Party shall promptly provide prior written notice to the Administrative Agent Lenders of any such amendment. Further, in the event any Governing Agreement or Constituent Document (as applicable) of any Credit Loan Party is altered, amended, modified or terminated in any respect whatsoever, such Credit Loan Party shall provide the Administrative Agent Lenders with copies of each executed, filed or otherwise effective document relating thereto.

Constituent Documents. Except as hereinafter provided, no Credit Party without the consent of the Administrative Agent and the Required Lenders, the Borrower shall (nor shall it permit its General Partner to on its behalf) not alter, amend, modify, terminate, or change any provision of such Credit Party’s its Constituent Documents, any Subscription 97 Agreement entered into by it or, or any Side Letter entered into by it or enter into any new Side Letter to be entered into by it with an existing Investor (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend reduce (or affect in a similar manner) the Debt Limitations with respect to in a manner that affects the applicable Fund Group, borrowing capacity in the Borrower Constituent Documents; (b) affect such Credit Party’s or its General Partnerthe Borrower’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Uncalled Capital Commitments or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, ; (c) except as permitted under Section 9.5, suspend, reduce or terminate any Investor’s Unfunded Capital Commitments or the obligation to fund Capital Calls with respect Calls; (d) amend any of the provisions thereof related to a “Subscription Facility” (as such term is defined in the applicable Fund Group, Borrower Constituent Documents); or (de) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable Credit Party With respect to any Proposed Amendment, the Borrower shall provide notify the Administrative Agent with written notice of the substance of any Proposed Amendment and the 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 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 (but in any event within five (5) Business Days) notify the Borrowers Borrower of its determinationdetermination within such period. In the event that the Administrative Agent determines that such Proposed Amendment is a Material Amendment, the approval of the Required Lenders shall be required (unless the approval of all Lenders or each affected Lender is otherwise required consistent with the terms of this Credit Agreement), 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 such Credit Partythe Borrower. Subject to Section 12.1, the Lenders shall, within ten seven (107) Business Days from the date of such notice from the Administrative Agent, deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed Amendment is not a Material Amendment, such Credit Party the Borrower may make such amendment Proposed Amendment without the consent of any Lender. Each Credit Party 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, amend its Constituent Documents: (xw) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; (x) 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 applicable Borrower or Feeder Fund permitted by, and in accordance with, this Credit Agreement; and (z) to amend Side Letters to incorporate provisions from other Side Letters from Included Investors through a “most favored nations” election; provided that, in each case, such Credit Party the Borrower shall promptly provide prior written prompt notice to the Administrative Agent of any such amendment. Further, in the event any Constituent Document of or any Credit Party 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 Credit Party alteration, amendment, modification or termination, shall provide the Administrative Agent with copies of each executed, filed or otherwise effective document relating theretothereto quarterly with the delivery of each Compliance Certificate or at the next Borrowing.

Constituent Documents. Except as hereinafter provided, without the consent of the Administrative Agent, no Credit Party shall (nor shall it permit its General Partner to on its behalfgeneral partner to) alter, amend, modify, terminate, or change any provision of such Credit Party’s its Constituent Documents, any Subscription Agreement entered into by it or, or any Side Letter entered into by it or enter any new Side Letter to be entered into by it with an existing Investor (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend (or affect in a similar manner) the Debt Limitations with respect to in a manner that affects the applicable Fund Group, borrowing capacity in the Partnership Agreement; (b) affect the Credit Party’s, the general partner’s of such Credit Party’s or its General Partner’s Party or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Uncalled Capital Commitments or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, ; (c) except as permitted under Section 9.5, suspend, reduce or terminate any Investor’s Unfunded Capital Commitments or the obligation to fund Capital Calls with respect Calls; (d) amend any of the provisions thereof related to a “Subscription Facility” (as such term is defined in the applicable Fund Group, Partnership Agreement); or (de) otherwise have a material adverse effect on the rights, titles, first priority (subject to Permitted Liens) security interests and Liens, and powers and privileges of any of the Secured Parties hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable With respect to any Proposed Amendment, such Credit Party shall provide notify the Administrative Agent with written notice of the substance of any Proposed Amendment and the such proposal. The Administrative Agent shall within five (5) Business Days of the date on which it has received such notification in accordance with Section 12.6 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 (but in any event within five (5) Business Days) notify the Borrowers such Credit Party of its determination. In the event that the Administrative Agent determines that such Proposed Amendment is a Material Amendment, the approval of the Administrative Agent and the Required Lenders shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Credit Agreement), 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 such Credit Party. Subject to Section 12.1, the Lenders shall, within ten (10) Business Days from the date of such notice from the Administrative Agent, deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed Amendment is not a Material Amendment, such Credit Party may make such amendment Proposed Amendment without the consent of any Lender. Each Notwithstanding the foregoing, each Credit Party may, without the consent of the Administrative Agent or the Lenders, amend its Constituent Documents: (x) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; and (y) to reflect transfers of interests in the applicable Borrower or Feeder Fund Funds permitted by, and in accordance with, this Credit Agreement; provided that, in each case, such Credit Party shall promptly 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 Credit Party is altered, amended, modified or terminated in any respect whatsoever, such Credit Party shall provide prior 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. Except as hereinafter provided, no Credit Loan Party shall (nor shall it it, where applicable, permit its General Partner to on its behalfgeneral partner to) alter, amend, modify, terminate, waive or change any provision of such Credit Party’s its Governing Agreement or Constituent DocumentsDocuments (as applicable), any Subscription Agreement entered into by it orAgreement, if applicable, or any Side Letter entered into by it or enter any new Side Letter to be entered into by it (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend adjust (or affect in a similar manner) the Debt Limitations with respect to the applicable Fund Groupany debt limitations set out in such Loan Party’s Governing Agreements or Constituent Documents (as applicable) , (b) affect the Loan Party’s, the general partner’s of such Credit Party’s or its General Partner’s Loan Party or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Uncalled Capital Commitments or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, (c) except as permitted under Section 9.510.06, suspend, reduce or terminate any Investor’s Unfunded Capital Commitments or obligation to fund Capital Calls with respect to the applicable Fund GroupCalls, or (d) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable Credit With respect to any Proposed Amendment, such Loan Party shall provide notify the Administrative Agent with written notice of the substance of any Proposed Amendment and the such proposal. The Administrative Agent shall determine, in its sole discretion without the requirement within ten (10) Business Days of obtaining the input of the Lenders and on its good faith beliefsuch notification inform such Loan Party, whether or not such Proposed Amendment would constitute a Material Amendment and shall promptly (but in any event within five (5) Business Days) notify the Borrowers of its determinationAmendment. In the event that the Administrative Agent determines that such Proposed Amendment is a Material Amendment, the approval of the Required Lenders shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Credit Agreement), and the Administrative Agent shall promptly (but in any event within ten (10) Business Days of such determination) notify the Lenders of such request for such approval, distributing, as appropriate, the Proposed Amendment and any other relevant information provided by such Credit the relevant Loan Party. Subject to Section 12.1, the The Required Lenders shall, within shall have ten (10) Business Days from the date of such notice from the Administrative Agent, Agent to deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed Amendment is not a Material Amendment, such Credit Loan Party may make such amendment without the consent of any Lenderthe Lenders. Each Credit Loan Party may, without the consent of the Administrative Agent or the Lenders, amend its Governing Agreement or Constituent Documents: Documents (as applicable): (x) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; and (y) to reflect transfers of interests in the applicable Borrower or Feeder Fund the Guarantor permitted by, and in accordance with, this Credit Agreement; and (z) to cure any error or omission of a technical or immaterial nature; provided that, in each case, such Credit Loan Party shall promptly provide prior written notice to the Administrative Agent Lenders of any such amendment. Further, in the event any Governing Agreement or Constituent Document (as applicable) of any Credit Loan Party is altered, amended, modified or terminated in any respect whatsoever, such Credit Loan Party shall provide the Administrative Agent Lenders with copies of each executed, filed or otherwise effective document relating thereto.

Constituent Documents. Except as hereinafter provided, no Credit Party shall (nor shall it permit its General Partner to on its behalfgeneral partner to) alter, amend, modify, terminate, or change any provision of such Credit Party’s its Constituent Documents, any Subscription Agreement entered into by it or, any Side Letter entered into by it or enter any new Side Letter to be entered into by it (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend reduce (or affect in a similar manner) the Debt Limitations with respect to the applicable Fund GroupLimitations, (b) affect the Credit Party’s, the general partner’s of such Credit Party’s or its General Partner’s Party or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Uncalled Capital Commitments or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, (c) except as permitted under Section 9.5, suspend, reduce or terminate any Investor’s Unfunded Capital Commitments or obligation to fund Capital Calls with respect to the applicable Fund GroupCommitments, or (d) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties hereunder with respect to the applicable Fund Group (each, a “Material Amendment”); provided, however, that each of the Borrower and the Pledgor may amend and restate its respective Constituent Document after the date hereof so long as such amended and restated Constituent Documents are substantially in the forms attached hereto as Exhibit R (and, for the avoidance of doubt, such amended and restated Constituent Documents, in the form of Exhibit R, will not be Proposed Amendments). The applicable With respect to any Proposed Amendment, such Credit Party shall provide notify the Administrative Agent with written notice of the substance of any Proposed Amendment and the such proposal. The Administrative Agent shall within ten (10) Business Days of the date on which it has received such notification in accordance with Section 12.6 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 (but in any event within five (5) Business Days) notify the Borrowers such Credit Party of its determination. In the event that the Administrative Agent determines that such Proposed Amendment is a Material Amendment, the approval of the Required Lenders shall be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Credit Agreement), 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 such Credit Party. Subject to Section 12.1, the Lenders shall, within ten (10) Business Days from the date of such notice from the Administrative Agent, deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed 703041399 12410180 77 Amendment is not a Material Amendment, such Credit Party may make such amendment without the consent of any Lender. Each Notwithstanding the foregoing, each Credit Party may, without the consent of the Administrative Agent or the Lenders, amend its Constituent Documents: (x) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; and (y) to reflect transfers of interests in the applicable Borrower Borrowers or Feeder Fund the Guarantor permitted by, and in accordance with, this Credit Agreement; provided that, in each case, such Credit Party shall promptly 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 Credit Party is altered, amended, modified or terminated in any respect whatsoever, such Credit Party shall provide prior written notice thereof to the Administrative Agent and, within one (1) Business Day 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. Except as hereinafter provided, no Credit Party without the consent of the Administrative Agent and the Required Lenders, the Borrower shall (nor shall it permit its General Partner to on its behalf) not alter, amend, modify, terminate, or change any provision of such Credit Party’s its Constituent Documents, any Subscription Agreement entered into by it or, or any Side Letter entered into by it or enter into any new Side Letter to be entered into by it with an existing Investor (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend reduce (or affect in a similar manner) the Debt Limitations with respect to in a manner that affects the applicable Fund Group, borrowing capacity in the Borrower Constituent Documents; (b) affect such Credit Party’s or its General Partnerthe Borrower’s or any Investor’s (as applicable) debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Person (as applicable), in each case, relating to any Capital Calls, Capital Contributions, Capital Commitments, Uncalled Capital Commitments or any other Collateral or any time period applicable thereto, in each such case with respect to the applicable Fund Group, ; (c) except as permitted under Section 9.5, suspend, reduce or terminate any Investor’s Unfunded Capital Commitments or the obligation to fund Capital Calls with respect Calls; (d) amend any of the provisions thereof related to a “Subscription Facility” (as such term is defined in the applicable Fund Group, Borrower Constituent Documents); or (de) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable Credit Party With respect to any Proposed Amendment, the Borrower shall provide notify the Administrative Agent with written notice of the substance of any Proposed Amendment and the 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 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 (but in any event within five (5) Business Days) notify the Borrowers Borrower of its determinationdetermination within such period. In the event that the Administrative Agent determines that such Proposed Amendment is a Material Amendment, the approval of the Required Lenders shall be required (unless the approval of all Lenders or each affected Lender is otherwise required consistent with the terms of this Credit Agreement), 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 such Credit Partythe Borrower. Subject to Section 12.1, the Lenders shall, within ten seven (107) Business Days from the date of such notice from the Administrative Agent, deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed Amendment is not a Material Amendment, such Credit Party the Borrower may make such amendment Proposed Amendment without the consent of any Lender. Each Credit Party 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, amend its Constituent Documents: (xw) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; (x) 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 applicable Borrower or Feeder Fund permitted by, and in accordance with, this Credit Agreement; and (z) to amend Side Letters to incorporate provisions from other Side Letters from Included Investors through a “most favored nations” election; provided that, in each case, such Credit Party the Borrower shall promptly provide prior written prompt notice to the Administrative Agent of any such amendment. Further, in the event any Constituent Document of or any Credit Party 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 Credit Party alteration, amendment, modification or termination, shall provide the Administrative Agent with copies of each executed, filed or otherwise effective document relating theretothereto quarterly with the delivery of each Compliance Certificate or at the next Borrowing.

Constituent Documents. Except as hereinafter providedWithout the prior written consent of Administrative Agent consistent with this Section 11.4, no 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 its Constituent Documents, any Subscription Agreement entered into by it or, any Side Letter entered into by it or enter any new Side Letter to be entered into by it (each, a “Proposed Amendment”) if such Proposed Amendment would (a) remove or amend (or affect in a similar manner) the Debt Limitations with respect to the applicable Fund Group, (b) affect Documents affecting such Credit Party’s or its General Partner’s or any Investor’s (as applicable) the Investors’ debts, duties, obligations, and liabilities, or and the rights, titles, security interests, Liensliens, powers and privileges of such Person (as applicable)any Credit Party, Administrative Agent or Secured Parties, in each case, case relating to any Capital Callsthis Agreement, the Obligations, Capital ContributionsCall Notices, Capital Commitments, Uncalled Capital Commitments Contributions or any other Collateral Unfunded Capital Commitments; or any time period applicable thereto, in amend the terms of Articles V or XI of the Operating Agreement or Section 6 of the Stockholders Agreement (or comparable provisions regarding leverage) (each such case with respect to the applicable Fund Group, (c) except as permitted under Section 9.5, an “adverse amendment”); or suspend, reduce reduce, excuse or terminate any Investor’s Unfunded Capital Commitments or obligation to fund Capital Calls with Commitments. With respect to any proposed amendment, modification or change to any Constituent Document, the applicable Fund Group, or (d) otherwise have a material adverse effect on the rights, titles, first priority security interests and Liens, and powers and privileges of any of the Secured Parties hereunder with respect to the applicable Fund Group (each, a “Material Amendment”). The applicable Credit Party shall provide the notify Administrative Agent with written notice of the substance of any Proposed Amendment and the such proposal. Administrative Agent shall determine, in its sole discretion without (that is, the requirement of obtaining the input determination of the Lenders and shall not be required) on its Administrative Agent’s good faith belief, whether such proposed amendment, modification or not change to such Proposed Amendment would constitute a Material Amendment Constituent Document is an adverse amendment, and shall promptly (but in any event use reasonable efforts to notify such Credit Party of its determination within five (5) Business Days) notify Days of the Borrowers of its determinationdate on which it received such notification pursuant to Section 14.7. In the event that the If Administrative Agent determines that such Proposed Amendment the proposed amendment is a Material Amendmentan adverse amendment, the approval of the Required Lenders shall and Administrative Agent will be required (unless the approval of all Lenders is otherwise required consistent with the terms of this Credit AgreementSection 11.6), 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 such Credit Party. Subject to Section 12.1, the Lenders shall, within ten (10) Business Days from the date of such notice from the Administrative Agent, deliver their approval or denial thereof. In the event that the Administrative Agent determines that the Proposed Amendment is not a Material Amendment, such Credit Party may make such amendment without the consent of any Lender. Each Credit Party may, without the consent of the Administrative Agent or the Lenders, amend its Constituent Documents: (x) to admit new Investors to the extent permitted by, and in accordance with, this Credit Agreement; and (y) to reflect transfers of interests in the applicable Borrower or Feeder Fund permitted by, and in accordance with, this Credit Agreement; provided that, in each case, such Credit Party shall promptly provide prior 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 the Administrative Agent with copies of each executed, filed or otherwise effective document relating thereto.relevant