Common use of Partnership Agreements and Governing Documents Clause in Contracts

Partnership Agreements and Governing Documents. (a) Except as hereinafter provided, none of the Borrowers shall alter, amend, modify, terminate, or change any provision of its Partnership Agreement, if any such Proposed Amendment (hereinafter defined) would affect such Borrower’s or Feeder’s or the Feeder’s Subscribers’ debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Credit Party, in any case, relating to any Subscriber Capital Calls, Feeder Capital Calls, Subscriber Capital Commitments, Feeder Capital Commitments, Subscriber Capital Contributions, Feeder Capital Contributions or the shortening of the time period during which they are available, or, except as permitted by this Credit Agreement, suspend, reduce or terminate any Subscriber’s Unfunded Capital Commitment or Feeder’s Unfunded Feeder Commitments, or that could otherwise have a Material Adverse Effect on the rights, titles, first priority security interests (subject to any Permitted Liens) and Liens, and USActive 58236919.3 powers and privileges of the Lenders hereunder (each a “Material Amendment”). With respect to any proposed alteration, amendment, modification, termination or change (each, a “Proposed Amendment”) to any Partnership Agreement of a Borrower, the applicable Borrower shall notify the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion (i.e., the determination of the other Lenders shall not be required) and on its good faith belief, whether such Proposed Amendment to such Partnership Agreement would constitute a Material Amendment within five (5) Business Days of the date on which it is deemed to have received such notification in accordance with Section 12.6 hereof and shall promptly notify the applicable Borrower(s) of its determination. If the Administrative Agent determines that the Proposed Amendment is a Material Amendment, the approval of (x) with respect to any Proposed Amendment that adversely affects the Collateral (in whatever form), the Administrative Agent and Required Lenders and (y) with respect to each other Proposed Amendment, Required Lenders will 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 (and in any event within five (5) 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 Party; subject to Section 12.1, the Lenders shall have ten (10) Business Days from the date of such notice from the Administrative Agent to deliver their approval or denial thereof. If the Administrative Agent determines that the Proposed Amendment is not a Material Amendment and consents to such Proposed Amendment, the applicable Borrower may make such amendment without the consent of the Lenders. Notwithstanding the foregoing, any Borrower may, without the consent of the Administrative Agent or the Lenders (and without submitting the Proposed Amendment to the Administrative Agent for determination as described above), amend its applicable Partnership Agreement: (i) to admit new Subscribers in accordance with the terms of this Credit Agreement; (ii) to reflect transfers of interests in such Credit Party which are permitted by this Credit Agreement; (iii) to implement any action permitted under Section 9.6(ii) hereof; (iv) to extend the final Closing Date (as defined in the applicable Partnership Agreement), the Investment Period, or the term or the period of time after the end of the Investment Period in which the applicable Borrower may make Follow-up Investments and/or Follow-On Investments (each as defined in the applicable Partnership Agreement); (v) to change any provision relating to placement agent fees and commissions and management fees and expenses (other than expenses in respect of the Facility),which do not adversely affect the rights of the Lenders; (vi) to waive or otherwise consent to the incurrence of Indebtedness in excess of the limitations set forth in Section 4.2 of the applicable Partnership Agreement to the extent consented to by its Advisory Committee in order to consummate an Investment; (vii) to cure any ambiguity, correct or supplement any provision of such Partnership 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 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; (viii) to make changes consistent with Section 11.1 of each Borrower’s Partnership Agreement (or any comparable provisions of any other Partnership Agreement) solely to address changes in tax, regulatory or other similar legislation (including changes in tax USActive 58236919.3 laws) to the extent related to “carried interest”, in each case, which do not adversely affect the Collateral or the rights of the Lenders; (ix) to implement any action which does not require consent of the Administrative Agent or the Lenders under the Loan Documents and is otherwise permitted under the Loan Documents; (x) to revise any provision relating to distributions and allocations from such Borrower which does not adversely affect the Collateral or the rights of the Lenders; (xi) to facilitate the realization of an Investment which does not adversely affect the Collateral or the rights of the Lenders; (xii) to broaden the power of attorney set forth in Section 12.5 of each Borrower’s Partnership Agreement (or any comparable provision of any other Partnership Agreement); (xiii) to waive conflicts of interest; (xiv) to alter the investment allocations between a Borrower and related vehicles, which alterations do not adversely affect the Collateral or the rights of the Lenders; (xv) to approve a valuation of an investment conducted by a professionally recognized investment bank or valuation expert; and (xvi) to appoint any individuals as “key persons” or any equivalent term used in the applicable Partnership Agreement; provided that such Credit Party shall promptly (but in no event later than five (5) Business Days) provide to the Administrative Agent an executed copy of any such amendment, termination or modification (whether or not such amendment, termination or modification requires consent of the Administrative Agent or the Lenders). (b) The Borrowers shall use good faith efforts to provide the Administrative Agent with at least five (5) Business Days’ notice of any amendment or modification of any Side Letter or Subscription Agreement. In the event that the Administrative Agent (or, if applicable, Required Lenders or the Administrative Agent and Required Lenders) is unable to approve such amendment or modification and a mandatory prepayment would be required pursuant to Section 2.1(e) of this Credit Agreement as a result of such amendment or modification, the applicable Borrowers shall make such mandatory prepayment prior to the effectiveness of such amendment or modification.

Partnership Agreements and Governing Documents. (a) Except as hereinafter provided, none of the Borrowers shall alter, amend, modify, terminate, or change any provision of its Partnership Agreement, if any such Proposed Amendment (hereinafter defined) would affect such Borrower’s or Feeder’s or the Feeder’s Subscribers’ debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Credit Party, in any case, relating to any Subscriber Capital Calls, Feeder Capital Calls, Subscriber Capital Commitments, Feeder Capital Commitments, Subscriber Capital Contributions, Feeder Capital Contributions or the shortening of the time period during which they are available, or, except as permitted by this Credit Agreement, suspend, reduce or terminate any Subscriber’s Unfunded Capital Commitment or Feeder’s Unfunded Feeder Commitments, or that could otherwise have a Material Adverse Effect on the rights, titles, first priority security interests (subject to any Permitted Liens) and Liens, and USActive 58236919.3 powers and privileges of the Lenders hereunder (each a “Material Amendment”). With respect to any proposed alteration, amendment, modification, termination or change (each, a “Proposed Amendment”) to any Partnership Agreement of a Borrower, the applicable Borrower shall notify the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion (i.e., the determination of the other Lenders shall not be required) and on its good faith belief, whether such Proposed Amendment to such Partnership Agreement would constitute a Material Amendment within five (5) Business Days of the date on which it is deemed to have received such notification in accordance with Section 12.6 hereof and shall promptly notify the applicable Borrower(s) of its determination. If the Administrative Agent determines that the Proposed Amendment is a Material Amendment, the approval of (x) with respect to any Proposed Amendment that adversely affects the Collateral (in whatever form), the Administrative Agent and Required Lenders and (y) with respect to each other Proposed Amendment, Required Lenders will 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 (and in any event within five (5) 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 Party; subject to Section 12.1, the Lenders shall have ten (10) Business Days from the date of such notice from the Administrative Agent to deliver their approval or denial thereof. If the Administrative Agent determines that the Proposed Amendment is not a Material Amendment and consents to such Proposed Amendment, the applicable Borrower may make such amendment without the consent of the Lenders. Notwithstanding the foregoing, any Borrower may, without the consent of the Administrative Agent or the Lenders (and without submitting the Proposed Amendment to the Administrative Agent for determination as described above), amend its applicable Partnership Agreement: (i) to admit new Subscribers in accordance with the terms of this Credit Agreement; (ii) to reflect transfers of interests in such Credit Party which are permitted by this Credit Agreement; (iii) to implement any action permitted under Section 9.6(ii) hereof; (iv) to extend the final Closing Date (as defined in the applicable Partnership Agreement), the Investment Period, or the term or the period of time after the end of the Investment Period in which the applicable Borrower may make Follow-up Investments and/or Follow-On Investments (each as defined in the applicable Partnership Agreement); (v) to change any provision relating to placement agent fees and commissions and management fees and expenses (other than expenses in respect of the Facility),which do not adversely affect the rights of the Lenders; (vi) to waive or otherwise consent to the incurrence of Indebtedness in excess of the limitations set forth in Section 4.2 of the applicable Partnership Agreement to the extent consented to by its Advisory Committee in order to consummate an Investment; (vii) to cure any ambiguity, correct or supplement any provision of such Partnership 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 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; (viii) to make changes consistent with Section 11.1 of each Borrower’s Partnership Agreement (or any comparable provisions of any other Partnership Agreement) solely to address changes in tax, regulatory or other similar legislation (including changes in tax USActive 58236919.3 laws) to the extent related to “carried interest”, in each case, which do not adversely affect the Collateral or the rights of the Lenders; (ix) to implement any action which does not require consent of the Administrative Agent or the Lenders under the Loan Documents and is otherwise permitted under the Loan Documents; (x) to revise any provision relating to distributions and allocations from such Borrower which does not adversely affect the Collateral or the rights of the Lenders; (xi) to facilitate the realization of an Investment which does not adversely affect the Collateral or the rights of the Lenders; (xii) to broaden the power of attorney set forth in Section 12.5 of each Borrower’s Partnership Agreement (or any comparable provision of any other Partnership Agreement); (xiii) to waive conflicts of interest; (xiv) to alter the investment allocations between a Borrower and related vehicles, which alterations do not adversely affect the Collateral or the rights of the Lenders; (xv) to approve a valuation of an investment conducted by a professionally recognized investment bank or valuation expert; and (xvi) to appoint any individuals as “key persons” or any equivalent term used in the applicable Partnership Agreement; provided that such Credit Party shall promptly (but in no event later than five (5) Business Days) provide to the Administrative Agent an executed copy of any such amendment, termination or modification (whether or not such amendment, termination or modification requires consent of the Administrative Agent or the Lenders). (b) The Borrowers shall use good faith efforts to provide the Administrative Agent with at least five (5) Business Days’ notice of any amendment or modification of USActive 58236919.3 -100- any Side Letter or Subscription Agreement. In the event that the Administrative Agent (or, if applicable, Required Lenders or the Administrative Agent and Required Lenders) is unable to approve such amendment or modification and a mandatory prepayment would be required pursuant to Section 2.1(e) of this Credit Agreement as a result of such amendment or modification, the applicable Borrowers shall make such mandatory prepayment prior to the effectiveness of such amendment or modification.

Partnership Agreements and Governing Documents. (a) Except as hereinafter provided, none of the Borrowers shall alter, amend, modify, terminate, or change any provision of its Partnership Agreement, if any such Proposed Amendment (hereinafter defined) would affect such Borrower’s or Feeder’s or the Feeder’s Subscribers’ debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Credit Party, in any case, relating to any Subscriber Capital Calls, Feeder Capital Calls, Subscriber Capital Commitments, Feeder Capital Commitments, Subscriber Capital Contributions, Feeder Capital Contributions or the shortening of the time period during which they are available, or, except as permitted by this Credit Agreement, suspend, reduce or terminate any Subscriber’s Unfunded Capital Commitment or Feeder’s Unfunded Feeder Commitments, or that could otherwise have a Material Adverse Effect on the rights, titles, first priority security interests (subject to any Permitted Liens) and Liens, and USActive 58236919.3 powers and privileges of the Lenders hereunder (each a “Material Amendment”). With respect to any proposed alteration, amendment, modification, termination or change (each, a “Proposed Amendment”) to any Partnership Agreement of a Borrower, the applicable Borrower shall notify the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion (i.e., the determination of the other Lenders shall not be required) and on its good faith belief, whether such Proposed Amendment to such Partnership Agreement would constitute a Material Amendment within five (5) Business Days of the date on which it is deemed to have received such notification in accordance with Section 12.6 hereof and shall promptly notify the applicable Borrower(s) of its determination. If the Administrative Agent determines that the Proposed Amendment is a Material Amendment, the approval of (x) with respect to any Proposed Amendment that adversely affects the Collateral (in whatever form), the Administrative Agent and Required Lenders and (y) with respect to each other Proposed Amendment, Required Lenders will 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 (and in any event within five (5) 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 Party; subject to Section 12.1, the Lenders shall have ten (10) Business Days from the date of such notice from the Administrative Agent to deliver their approval or denial thereof. If the Administrative Agent determines that the Proposed Amendment is not a Material Amendment and consents to such Proposed Amendment, the applicable Borrower may make such amendment without the consent of the Lenders. Notwithstanding the foregoing, any Borrower may, without the consent of the Administrative Agent or the Lenders (and without submitting the Proposed Amendment to the Administrative Agent for determination as described above), amend its applicable Partnership Agreement: (i) to admit new Subscribers in accordance with the terms of this Credit Agreement; (ii) to reflect transfers of interests in such Credit Party which are permitted by this Credit Agreement; (iii) to implement any action permitted under Section 9.6(ii) hereof; (iv) to extend the final Closing Date (as defined in the applicable Partnership Agreement), the Investment Period, or the term or the period of USActive 58236919.3 -96- time after the end of the Investment Period in which the applicable Borrower may make Follow-up Investments and/or Follow-On Investments (each as defined in the applicable Partnership Agreement); (v) to change any provision relating to placement agent fees and commissions and management fees and expenses (other than expenses in respect of the Facility),which do not adversely affect the rights of the Lenders; (vi) to waive or otherwise consent to the incurrence of Indebtedness in excess of the limitations set forth in Section 4.2 of the applicable Partnership Agreement to the extent consented to by its Advisory Committee in order to consummate an Investment; (vii) to cure any ambiguity, correct or supplement any provision of such Partnership 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 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; (viii) to make changes consistent with Section 11.1 of each Borrower’s Partnership Agreement (or any comparable provisions of any other Partnership Agreement) solely to address changes in tax, regulatory or other similar legislation (including changes in tax USActive 58236919.3 laws) to the extent related to “carried interest”, in each case, which do not adversely affect the Collateral or the rights of the Lenders; (ix) to implement any action which does not require consent of the Administrative Agent or the Lenders under the Loan Documents and is otherwise permitted under the Loan Documents; (x) to revise any provision relating to distributions and allocations from such Borrower which does not adversely affect the Collateral or the rights of the Lenders; (xi) to facilitate the realization of an Investment which does not adversely affect the Collateral or the rights of the Lenders; (xii) to broaden the power of attorney set forth in Section 12.5 of each Borrower’s Partnership Agreement (or any comparable provision of any other Partnership Agreement); (xiii) to waive conflicts of interest; (xiv) to alter the investment allocations between a Borrower and related vehicles, which alterations do not adversely affect the Collateral or the rights of the Lenders; (xv) to approve a valuation of an investment conducted by a professionally recognized investment bank or valuation expert; and (xvi) to appoint any individuals as “key persons” or any equivalent term used in the applicable Partnership Agreement; provided that such Credit Party shall promptly (but in no event later than five (5) Business Days) provide to the Administrative Agent an executed copy of any such amendment, termination or modification (whether or not such amendment, termination or modification requires consent of the Administrative Agent or the Lenders). (b) The Borrowers shall use good faith efforts to provide the Administrative Agent with at least five (5) Business Days’ notice of any amendment or modification of any Side Letter or Subscription Agreement. In the event that the Administrative Agent (or, if applicable, Required Lenders or the Administrative Agent and Required Lenders) is unable to approve such amendment or modification and a mandatory prepayment would be required pursuant to Section 2.1(e) of this Credit Agreement as a result of such amendment or modification, the applicable Borrowers shall make such mandatory prepayment prior to the effectiveness of such amendment or modification.

Partnership Agreements and Governing Documents. (a) Except as hereinafter provided, none of the Borrowers shall alter, amend, modify, terminate, or change any provision of its Partnership Agreement, if any such Proposed Amendment (hereinafter defined) would affect such Borrower’s or Feeder’s or the Feeder’s Subscribers’ debts, duties, obligations, and liabilities, or the rights, titles, security interests, Liens, powers and privileges of such Credit Party, in any case, relating to any Subscriber Capital Calls, Feeder Capital Calls, Subscriber Capital Commitments, Feeder Capital Commitments, Subscriber Capital Contributions, Feeder Capital Contributions or the shortening of the time period during which they are available, or, except as permitted by this Credit Agreement, suspend, reduce or terminate any Subscriber’s Unfunded Capital Commitment or Feeder’s Unfunded Feeder Commitments, or that could otherwise have a Material Adverse Effect on the rights, titles, first priority security interests (subject to any Permitted Liens) and Liens, and USActive 58236919.3 powers and privileges of the Lenders hereunder (each a “Material Amendment”). With respect to any proposed alteration, amendment, modification, termination or change (each, a “Proposed Amendment”) to any Partnership Agreement of a Borrower, the applicable Borrower shall notify the Administrative Agent of such proposal. The Administrative Agent shall determine, in its sole reasonable discretion (i.e., the determination of the other Lenders shall not be required) and on its good faith belief, whether such Proposed Amendment to such Partnership Agreement would constitute a Material Amendment within five (5) Business Days of the date on which it is deemed to have received such notification in accordance with Section 12.6 hereof and shall promptly notify the applicable Borrower(s) of its determination. If the Administrative Agent determines that the Proposed Amendment is a Material Amendment, the approval of (x) with respect to any Proposed Amendment that adversely affects the Collateral (in whatever form), the Administrative Agent and Required Lenders and (y) with respect to each other Proposed Amendment, Required Lenders will 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 (and in any event within five (5) 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 Party; subject to Section 12.1, the Lenders shall have ten (10) Business Days from the date of such notice from the Administrative Agent to deliver their approval or denial thereof. If the Administrative Agent determines that the Proposed Amendment is not a Material Amendment and consents to such Proposed Amendment, the applicable Borrower may make such amendment without the consent of the Lenders. Notwithstanding the foregoing, any Borrower may, without the consent of the Administrative Agent or the Lenders (and without submitting the Proposed Amendment to the Administrative Agent for determination as described above), amend its applicable Partnership Agreement: (i) to admit new Subscribers in accordance with the terms of this Credit Agreement; (ii) to reflect transfers of interests in such Credit Party which are permitted by this Credit Agreement; (iii) to implement any action permitted under Section 9.6(ii) hereof; (iv) to extend the final Closing Date (as defined in the applicable Partnership Agreement), the Investment Period, or the term or the period of time after the end of the Investment Period in which the applicable Borrower may make Follow-up Investments and/or Follow-On Investments (each as defined in the applicable Partnership Agreement); (v) to change any provision relating to placement agent fees and commissions and management fees and expenses (other than expenses in respect of the Facility),which do not adversely affect the rights of the Lenders; (vi) to waive or otherwise consent to the incurrence of Indebtedness in excess of the limitations set forth in Section 4.2 of the applicable Partnership Agreement to the extent consented to by its Advisory Committee in order to consummate an Investment; (vii) to cure any ambiguity, correct or supplement any provision of such Partnership 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 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; (viii) to make changes consistent with Section 11.1 of each Borrower’s Partnership Agreement (or any comparable provisions of any other Partnership Agreement) solely to address changes in tax, regulatory or other similar legislation (including changes in tax USActive 58236919.3 laws) to the extent related to “carried interest”, in each case, which do not adversely affect the Collateral or the rights of the Lenders; (ix) to implement any action which does not require consent of the Administrative Agent or the Lenders under the Loan Documents and is otherwise permitted under the Loan Documents; (x) to revise any provision relating to distributions and allocations from such Borrower which does not adversely affect the Collateral or the rights of the Lenders; (xi) to facilitate the realization of an Investment which does not adversely affect the Collateral or the rights of the Lenders; (xii) to broaden the power of attorney set forth in Section 12.5 of each Borrower’s Partnership Agreement (or any comparable provision of any other Partnership Agreement); (xiii) to waive conflicts of interest; (xiv) to alter the investment allocations between a Borrower and related vehicles, which alterations do not adversely affect the Collateral or the rights of the Lenders; (xv) to approve a valuation of an investment conducted by a professionally recognized investment bank or valuation expert; and (xvi) to appoint any individuals as “key persons” or any equivalent term used in the applicable Partnership Agreement; provided that such Credit Party shall promptly (but in no event later than five (5) Business Days) provide to the Administrative Agent an executed copy of any such amendment, termination or modification (whether or not such amendment, termination or modification requires consent of the Administrative Agent or the Lenders). (b) The Borrowers shall use good faith efforts to provide the Administrative Agent with at least five (5) Business Days’ notice of any amendment or modification of any Side Letter or Subscription Agreement. In the event that the Administrative Agent (or, if applicable, Required Lenders or the Administrative Agent and Required Lenders) is unable to approve such amendment or modification and a mandatory prepayment would be required pursuant to Section 2.1(e) of this Credit Agreement as a result of such amendment or modification, the applicable Borrowers shall make such mandatory prepayment prior to the effectiveness of such amendment or modification.