Amendment to Credit Agreement, dated as of September 27, 2021, by and among Commonwealth Credit Partners BDC I, Inc., as borrower, and Goldman Sachs Bank USA, as lender, as the Facility B credit facility as part of the umbrella credit facility first entered into on June 14, 2021 by Goldman Sachs Bank USA and affiliates of Commonwealth Credit Partners BDC I, Inc

SECTION

ARTICLE I BUSINESS TERMS

1.  FACILITY-SPECIFIC TERMS

1.1

1.2

ARTICLE II GENERAL CREDIT AGREEMENT TERMS

2.  GENERAL DEFINITIONS

2.1

2.2

2.3

2.4

3.  LOANS

3.1

3.2

3.3

3.4

3.5

3.6

3.7

4.  PAYMENTS

4.1

4.2

4.3

4.4

4.5

5.  REPORTING AND NOTICES

5.1

5.2

5.3

5.4

5.5

6.  COVENANTS

6.1

6.2

7.  REPRESENTATIONS

7.1

7.2

8.  EVENTS OF DEFAULT AND REMEDIES

8.1

8.2

8.3

8.4

9.  MISCELLANEOUS PROVISIONS

9.1

9.2

9.3

9.4

9.5

10.  INCREASED COSTS, BENCHMARK RATE UNAVAILABILITY AND TAXES

10.1

10.2

10.3

10.4

SCHEDULE I Annexes

Annex I [Reserved]

Annex II [Reserved]

Annex III [Reserved]

Annex IV [Reserved]

Annex V Collateral Security Agreement

Annex VI Conditions Precedent to Closing

FACILITY B EXHIBITS

FACILITY-SPECIFIC TERMS

Facility A Terms

Facility A Economic Terms

Facility A Borrower Party Information

Facility A Collateral Accounts

Facility A Lender Information

Facility A Definitions

Facility A Provisions

Facility A Modifications

Facility A Signature Pages

Facility B Terms

Facility B Economic Terms

For LIBOR Loans, LIBOR plus 2.70% per annum.

For Term SOFR Loans, Term SOFR plus 0.11448% plus 2.70% per annum.

For Prime Rate Loans, Prime Rate plus 1.70% per annum.

The lesser of:

(a)   the Facility B Limit; and

(b)   Borrowing Base Availability, minus:

(i) the Primary Obligations; and

(ii)  the aggregate amount of any requested Utilizations.

The earlier of:

•  the date that is 30 days prior to the last date on which the Facility B Borrower may issue Capital Calls under the Fund Documents to repay the Obligations; and

•  the date on which this Credit Agreement is terminated by written notice from the Lender or the Borrower to the other party.

Facility B Borrower Party Information

525 Okeechobee Boulevard, Suite 1050
West Palm Beach, FL 33401
Attention: Cecilio Rodriguez, CFO / Michael Altschuler, General Counsel
Telephone: [***]
Email:[***]

With a copy to:

Richard Horowitz

Dechert LLP

Telephone: [***]

Email: [***]

Facility B Collateral Accounts

Name of Depository: U.S. Bank National Association

[***]

Facility B Lender Information

For Utilizations, Capital Calls and Recallable Capital:

[***]

All other notices:

[***]

With a copy to:

[***]

With a copy to:

[***]

JP Morgan Chase Bank, N.A.
[***]

or any other account designated by the Lender in writing.

Facility B Definitions

Facility B Provisions

Minimum Capital Contributions

Facility B Modifications

The following provisions of Article II shall be modified as follows:

Any references to “General Partner” shall mean Commonwealth Credit Partners BDC I, Inc.

Subclause (v) of Section 4.4(c) shall read as follows:

Clause (f) of Section 5.2 shall read as follows:

Clause (i) of Section 6.1(d) shall read as follows:

Clause (k) of Section 7.2 shall read as follows:

Investment Company Act

Any references to “Primary Obligor” in Section 7.2(o) shall exclude the Facility B Borrower.

A new subclause (iv) shall be added to Section 7.2(o) and read as follows:

With respect to the Facility B Borrower, all of the conditions of Section 408(b)(17) and Section 4975(d)(20) of the Internal Revenue Code are satisfied with respect to the transactions contemplated by the Loan Documents.

Clause (f) of Section 9.2 shall read as follows:

Liability

The Limited Partners shall not have any liability for the payment or performance of the Obligations.

The payment of the Obligations shall be non-recourse to the Limited Partners.

Any references to “Primary Obligor” in Section 9.2(g) shall exclude the Facility B Borrower.

A new subclause (iv) shall be added to Section 9.2(g) and read as follows:

The Facility B Borrower shall not allow any of the conditions of Section 408(b)(17) and Section 4975(d)(20) of the Internal Revenue Code to fail to be satisfied with respect to any of the transactions contemplated by the Loan Documents.

Any references to “Primary Obligor” in Section 9.2(h) shall exclude the Facility B Borrower.

In Annex V (Collateral Security Agreement), references to “General Partner” shall mean Commonwealth Credit Partners BDC I, Inc.

In Annex V (Collateral Security Agreement), subclause (d) of clause 1 (Grant of Security Interest) shall not apply.

In clause (g) of Annex VI (Conditions Precedent to Closing), references to “Primary Obligor” shall exclude the Facility B Borrower.

Facility B Signature Pages

GENERAL DEFINITIONS

Capital Call Facility Definitions

the following Mandatory Prepayment Events:

Section 4.4(b)(ii) (Borrowing Base Deficiency);

Section 4.4(b)(iii) (LPA Debt Limitations);

Section 4.4(c) (Mandatory Prepayment Events—Full Repayments); or

an Event of Default,

that is designated as an Excluded Limited Partner, by the Lender, in the Borrowing Base Certificate, on the Closing Date;

that fails to fund any Capital Contribution for 10 Business Days after the due date thereof, without regard to any cure period or notice (a “Delinquent Limited Partner”);

that is added after the Closing Date, until the Lender provides notice that such Limited Partner is not an Excluded Limited Partner;

for which the General Partner approves an increase in its Capital Commitment, but only to the extent thereof, until the Lender provides written notice that the amount of such increase is not excluded;

for which the General Partner approves a transfer of any portion of its Capital Commitment, but only to the extent of the to-be-transferred Capital Commitment;

that encumbers its Limited Partner interest;

that exercises any excuse right or, to the knowledge of any Borrower Party, will be excused from participating in any investment, but only to the extent that such Limited Partner’s Capital Commitment may not be called to repay the Obligations, as calculated by the Lender in its reasonable discretion;

that withdraws, reduces, cancels, or terminates any portion of its Capital Commitment, but only to the extent thereof;

that declares any Fund Document unenforceable;

that modifies any Fund Document (including by way of a “most favored nations” provision) in a manner that is materially adverse to the Lender, as determined by the Lender acting reasonably;

that avails itself of any Debtor Relief Law or becomes the subject of any Debtor Relief Law which continues undismissed or unstayed for 60 days;

(x) whose Limited Partner Consent Letter ceases to be accurate and enforceable in any material respect, or (y) that breaches, repudiates, challenges or declares unenforceable its obligations thereunder; or

that is a Sanctioned Person.

for the first Loan in an Approved Currency, the period commencing on the day the first Loan is made and ending on the last day of that month, which interest rate shall also apply to any other Loan in such currency made during the same month as the first Loan; and

for Loans made or continued after the first month, the period commencing on the first day of such month and ending on the last day of such month.

LIBOR shall be obtained from an interest rate reporting service of recognized standing selected by the Lender, and will be set:

for the first Loan in an Approved Currency, two LIBOR Business Days prior to the day the first Loan is made, which interest rate shall also apply to any other Loan in such currency made during the same month as the first Loan; and

for Loans made or continued after the first month, two LIBOR Business Days prior to the first day of the month in which each Loan in that currency is made or continued.

If LIBOR is less than zero, LIBOR shall be deemed to be zero.

this Credit Agreement,

each Promissory Note,

each Loan Request and each LC Application,

each Collateral Document,

each Limited Partner Consent Letter,

each Borrower Guaranty, and

every other document executed or delivered in connection with any Loan Document.

each LPA listed in Section 1, and

each limited partnership, operating or trust agreement, memorandum and articles of association, bylaws, or other constituent document that governs a Borrower, Guarantor or Feeder,

banker’s Liens and rights of setoff arising in the ordinary course of business, including those of the Depository under the Collateral Account Control Agreement;

Liens relating to Taxes,

if failure to pay such Taxes would not have a Material Adverse Effect,

or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established;

judgment liens that would not have a Material Adverse Effect and do not result in a Mandatory Prepayment Event;

Liens arising from pledges or deposits of proceeds of the Collateral to secure bids for potential investments, contracts or leases; and

Liens pursuant to the Collateral Documents.

ERISA, Tax and Other Definitions

the adoption, taking effect, or change of any Law, rule, regulation or treaty, or the administration, interpretation, implementation or application thereof, or

the making or issuance of any request, rule, guideline or directive (whether or not having the force of law),

an “employee benefit plan” as defined in Section 3(3) of ERISA, subject to Title I of ERISA;

any “plan” defined in and subject to Section 4975 of the Internal Revenue Code; or

any other entity or account whose assets include or are deemed to include “plan assets” within the meaning of the ERISA Plan Asset Regulations.

Taxes imposed on or measured by its net income (however denominated), franchise Taxes, and branch profits Taxes or Taxes similar to branch profits Taxes:

imposed by the U.S. or imposed as a result of the Lender being organized under the Laws of, or having its principal office or its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); or

that are Other Connection Taxes;

U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Lender pursuant to a Law in effect on:

the Closing Date; or

the date on which the Lender changes its Lending Office, except to the extent that amounts with respect to such Taxes were payable to the Lender immediately before it changed its Lending Office;

Taxes attributable to the Lender’s failure to comply with Section 10.4(c) (Lender’s Tax Exemption Form); and

any U.S. federal withholding Taxes imposed pursuant to FATCA.

Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with);

any current or future regulations or official interpretations thereof;

any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code;

any intergovernmental agreement entered into between the United States and any other Governmental Authority in connection with the implementation of the foregoing, and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement; or

any treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower, Guarantor or Feeder under any Loan Document; and

to the extent not described in (a), Other Taxes.

the fair value of the aggregate assets of a Person exceeds its debts and liabilities, subordinated, contingent or otherwise;

the fair saleable value of the property of a Person exceeds the amount of its probable debts and liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;

such Person will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and

such Person will not have unreasonably small capital with which to conduct the business in which it is engaged as such business was conducted on the Closing Date; and

Interpretation

“Control,” “controlled by,” and “under common control with” mean the direct or indirect power to cause the direction of the management and policies of a Person, whether through an ownership interest, by contract or otherwise.

“Including” shall mean “including without limitation.”

“Knowledge” and “aware” mean that an officer of a Borrower Party has knowledge of the topic in question.

Separate Facilities

any Borrower, Guarantor, Pledgor, Feeder, General Partner or other defined term shall be a reference to such Borrower, Guarantor, Pledgor, Feeder, General Partner or other defined term under the applicable Credit Facility,

any Limited Partner shall be a reference to such Limited Partner of a Borrower, Guarantor or Feeder under the applicable Credit Facility,

any Loan, Principal Obligation or Obligation shall be a reference to such Loan, Principal Obligation or Obligation under the applicable Credit Facility, and

any Mandatory Prepayment Event, Account Control Event or Event of Default shall be a reference to such Mandatory Prepayment Event, Account Control Event or Event of Default under the applicable Credit Facility.

Further, each representation, covenant, agreement, obligation and indemnity of each Borrower, Guarantor, Pledgor, Feeder or General Partner under this Credit Agreement or any other Loan Document shall be a representation, covenant, agreement, obligation, or indemnity of such Borrower, Guarantor, Pledgor, Feeder, General Partner under the applicable Credit Facility,

and during any Mandatory Prepayment Event, Account Control Event or Event of Default with respect to any Credit Facility, the rights and remedies of the Lender with respect to such Mandatory Prepayment Event, Account Control Event or Event of Default shall be exercisable and enforceable solely with respect to such Credit Facility.

LOANS

Facilities

Uncommitted Tranche

This Credit Agreement creates an uncommitted line of credit (the “Uncommitted Tranche”), and nothing herein shall create any commitment or obligation by the Lender to make any Loan or issue any LC under the Uncommitted Tranche.

The Lender shall have the absolute and unconditional right, in its sole discretion, to refuse to fund any Loan or issue any LC under the Uncommitted Tranche.

The Lender shall have the absolute and unconditional right, in its sole discretion, to demand payment of the Obligations and cash collateralization of any outstanding LCs under the Uncommitted Tranche at any time.

Nothing herein shall affect the demand nature of the Uncommitted Tranche.

Committed Tranche

This Credit Agreement creates a committed line of credit (the “Committed Tranche”).

The Lender shall fund Loans and issue any LC under the Committed Tranche, subject to compliance with the terms and conditions of this Credit Agreement.

Revolving Loans and Use of Proceeds

Any Borrower may borrow, repay without penalty, and re-borrow Loans.

The Lender shall have no obligation to confirm that any Borrower’s use of Utilization proceeds is permitted by its Fund Documents.

All Loans shall be Benchmark Rate Loans unless otherwise provided herein, and each Benchmark Rate Loan shall automatically be continued, at the end of each Interest Rate Reset Period, for an additional Interest Rate Reset Period.

Loan Procedures

Loan Requests

Any Borrower may request a Loan by delivering:

a Loan Request (see Exhibit B),

and any information necessary for the Lender to update the Borrowing Base Certificate to reflect Excluded Limited Partners (see Definitions).

Each Loan Request shall be received by the Lender by 3:00 p.m. EST on the Business Day prior to the requested Utilization Date.

The Lender will not consider any Loan Request unless Facility Availability is greater than zero.

Funding Procedures

No Loans shall be funded under the Uncommitted Tranche unless the Committed Tranche is fully drawn.

The Lender shall promptly notify the Borrowers if it elects not to fund a Loan under the Uncommitted Tranche.

Each Loan made hereunder shall be funded via wire transfer by 3:00 p.m. EST on the date requested in the Loan Request.

Interest Rate

Interest Rate

Determination of Interest Rate

The Lender shall determine the Interest Rate applicable to each Loan (such determination to be conclusive absent manifest error).

Interest shall be calculated on the basis of a 360-day year and actual days elapsed.

Default Rate

Fees

All fees set forth in Section 1 shall be paid quarterly in arrears.

Such fees shall be due on the Interest Payment Date immediately following each quarterly anniversary of the Closing Date.

The Administrative Fee for the first year shall be fully earned (but not payable) on the Closing Date. Accordingly, if this Credit Agreement is terminated by the Borrowers prior to the payment of the first year of installments of the Administrative Fee, the remaining installments shall be immediately due.

Capitalization of Interest and Fees

Facility Increase or Decrease

PAYMENTS

Voluntary Prepayments

Payment of Obligations

All payments under this Credit Agreement shall be indefeasibly paid to the Lender:

without condition or deduction for any setoff, defense, recoupment or counterclaim;

in the currency in which they were funded.

All payments under this Credit Agreement shall be applied first to the Uncommitted Tranche and then to the Committed Tranche.

If any payment becomes due and payable on a day other than a Business Day, such payment date shall be extended to the next Business Day.

Funds received after 3:00 p.m. EST shall be treated as received by the Lender on the next Business Day.

Required Period

“Required Period” means promptly, and

if it is necessary to issue a Capital Call to fund the required payment, within 15 Business Days of the earlier of any Borrower Party’s (x) knowledge of the required payment, or (y) receipt of notice thereof from the Lender,

a Capital Call sufficient to make the required payment shall be issued within 5 Business Days,

and such Capital Call shall require Limited Partners to fund Capital Contributions within the Required Period.

Mandatory Prepayment Events

Lender Demand

Partial Repayments

Transactions with an Affiliate of the Lender

the applicable Borrower shall pay the Lender’s cost of compliance with Section 23A of the Federal Reserve Act, on the later of the Required Period or the next Interest Payment Date; and

the Lender may require the applicable Borrower to repay such proceeds within the Required Period.

Borrowing Base Deficiency

Limited Partner Transfers

Excused Limited Partners

Excluded Limited Partners

LPA Debt Limitations

Full Repayments

LPA Investment Period Suspended or Terminated

Delinquent Limited Partners (10%)

Failure to Pay Interest or Fees

Breach of Loan Documents

General Partner Events

Judgments and Cross Defaults

Interest Payments

Interest Accrual

When Loan proceeds are wire transferred pursuant to instructions from a Borrower, then such Loan shall be considered funded at the time of the wire transmission.

Interest on outstanding Loans shall begin to accrue on the date funded, notwithstanding whether or not any Borrower receives the benefit of such Loan on such date.

Interest shall continue to accrue on outstanding Loans until repayment has been received by the Lender, in the Lender Account.

Interest Payment Date

REPORTING AND NOTICES

Notice Procedures

All notices shall be in writing, to the respective addresses listed in Section 1, effective as follows:

by email, upon the sender’s receipt of a return email from the other party, except that return emails sent outside of normal business hours shall be deemed received on the next Business Day;

by FedEx or other nationally recognized courier service, or U.S. registered or certified mail, return receipt requested, when received at such address;

by hand delivery, when delivered to such address; and

by posting to an electronic portal when accessed by the other party.

The parties may change their contact details by written notice to the other parties.

Event Based Reporting

Transfer or Withdrawal of Capital Commitments

Mandatory Prepayment Events and Events of Default

New or Increased Capital Commitments

relevant LPA Subscription Documents; and/or

documentation of each increase;

Capital Calls and Returns of Capital

Limited Partner Exclusion Events

General Partner and Fund Sponsor Events

the General Partner’s or Fund Sponsor’s Limited Partner interest being pledged;

any Limited Partner notifying a Borrower Party of its intent to remove the General Partner;

Comvest Credit Advisors, LLC no longer acting as the investment manager under the LPA;

Material Adverse Effect

the validity or enforceability of any Loan Document, or the Lender’s rights and remedies thereunder;

the Lender’s perfected, first priority security interest in the Collateral (subject to Permitted Liens);

the ability of any Borrower Party or the Fund Sponsor (or its investment manager) to fulfill its obligations under the Loan Documents or the Fund Documents;

the operations, business, assets, liabilities, or financial condition of the Borrower Parties, taken as a whole;

Quarterly and Annual Reporting

Annual Financial Statements

an audited report setting forth, as of the end of such fiscal year, each Reporting Party’s consolidated balance sheet, income statement, and related notes,

an unqualified opinion of a nationally-recognized firm of independent certified public accountants, stating that such financial statements present fairly the financial condition and results of operations of each Reporting Party (without qualification, exception or any other statement which has the effect of modifying the opinion given therein), and

any reports delivered to the Limited Partners, as a group, regarding investments or the performance of the Borrower Parties.

Limited Partner Contact Details

Quarterly Unaudited Financial Statements

an unaudited report setting forth, as of the end of such fiscal quarter, each Reporting Party’s balance sheet and income statement, and

any reports delivered to the Limited Partners, as a group, regarding investments or the performance of the Borrower Parties.

Compliance Certificate and Organization Chart

Disclosure of Credit Agreement

Other Reporting

prohibited by Law or contract from being disclosed,

attorney work product or privileged attorney-client information, or

non-financial trade secrets or non-financial proprietary information.

COVENANTS

Partnership Interests and Capital Commitments

Negative Pledge

Capital Calls

All instructions to the Limited Partners to deliver capital shall be in the form of Capital Calls, directed exclusively to, and deposited only in, the Collateral Account.

Other than as expressly permitted by the LPA or by a LPA Side Letter reviewed by the Lender,

no Capital Commitment shall be cancelled, suspended, excused, reduced, relieved, delayed, postponed, compromised, abated or otherwise modified (including in connection with any investment),

and no agreement shall be made that would restrict or limit the ability to make Capital Calls.

Use of Collateral Account

The Collateral Account shall be used solely for receipt of Capital Contributions.

If any Collateral Account is a collateral investment proceeds account, Borrowers shall cause all Fund Investment Proceeds to be deposited into such account.

Limitation on Distributions

while an Account Control Event exists or would arise therefrom, however, the Borrowers may make payments for management fees from investment proceeds,

or from the proceeds of any Utilization.

Sanctions

Borrower Parties

Amendment of Fund Documents

Procedure

The Lender shall determine, in good faith, whether a Proposed Amendment is a Material Amendment and, if so, whether it is acceptable to the Lender, within 5 Business Days of receipt. Any Proposed Amendment that the Lender determines is not a Material Amendment may be executed without further consent.

Each executed amendment of any Fund Document shall be delivered to the Lender within 3 Business Days of effectiveness.

Material Amendments

each Borrower’s power to borrow,

each Guarantor’s power to guaranty indebtedness,

each Limited Partner’s obligation to fund Uncalled Capital Commitments,

the validity or enforceability of the Capital Commitments,

or the Lender’s right, title or interest in the Collateral.

Formation of LPA Alternative Investment Vehicles

Shall not, without the Lender’s prior written consent, form any LPA Alternative Investment Vehicle that is permitted to make or receive Capital Calls, or transfer or direct any Capital Commitment or Capital Contribution to a LPA Alternative Investment Vehicle.

Any such LPA Alternative Investment Vehicle shall be required to join this Credit Agreement.

LPA Debt Limitations

Transactions with an Affiliate of the Lender

Mergers and Business Formalities

Shall not:

commingle its funds with the funds of any other Person,

merge or consolidate unless such Borrower Party is the surviving entity, or

change its name, jurisdiction of organization or principal place of business without providing at least 10 Business Days’ prior written notice to the Lender.

Shall:

maintain its existence, registration, and all material government licenses, permits and approvals,

conduct and present itself as a separate entity, and maintain separate books and records,

maintain all business organization formalities,

and conduct all transactions with Affiliates on an arm’s length basis (or otherwise in compliance with the Fund Documents).

Fiscal Year and Accounting Method

Access to Books and Records

Compliance with Fund Documents and Use of Proceeds

comply in all material respects with the Fund Documents; and

use the proceeds of Loans and Capital Calls only for purposes permitted by the Fund Documents.

Payment of Taxes

Operations and Properties

Compliance with Law

REPRESENTATIONS

Partnership Interests and Capital Commitments

LPA Subscription Documents

The Fund Documents set forth the entire agreement regarding each Limited Partner’s Capital Commitment.

Each Limited Partner’s LPA Subscription Document has been delivered to the Lender.

Capital Commitments and Contributions

Under the Fund Documents, Capital Commitments may be called at any time to repay the Obligations.

All Capital Calls and other information necessary to update the Borrowing Base Certificate has been delivered to the Lender.

The most recently updated Borrowing Base Certificate correctly sets forth the names and Capital Commitments of each Limited Partner.

No Defenses

Borrower Parties

Organization and Good Standing

It is duly formed, validly existing and in good standing under the Laws of the jurisdiction where it was organized,

it has the requisite power and authority to own its assets and conduct its business, and

it is qualified to do business in every jurisdiction in which qualification is required, if such failure would have a Material Adverse Effect.

Authorization and Power

Enforceable Obligations

Priority of Liens

Full Disclosure

Material Adverse Effect

Margin Stock

Solvency

Sanctions

No Conflicts or Consents

The execution, delivery and compliance with the Loan Documents will not conflict with any material agreement or Law by which such Borrower Party is bound, including the Fund Documents.

No consent, approval, authorization or order of any Governmental Authority, Limited Partner or third party is required to execute, deliver and comply with the Loan Documents, other than those already obtained as of the date hereof.

Investment Company Act

Taxes

Litigation and Environmental Liability

Compliance with Law

ERISA

Each Primary Obligor meets an exception to holding ERISA Plan Assets under the ERISA Plan Asset Regulations.

No Primary Obligor nor, except as would not reasonably be expected to have a Material Adverse Effect, any member of an ERISA Controlled Group has established or maintains any ERISA Plan or has any liability with respect to any ERISA Plan.

Assuming no portion of the Loan is funded with ERISA Plan Assets, unless the Lender is relying upon an available prohibited transaction exemption, the conditions of which are satisfied, the execution, delivery and performance of the Loan Documents and the enforcement of Capital Calls against the Limited Partners pursuant to the terms of this Credit Agreement, and the borrowing and repayment of Loans under this Credit Agreement, do not and will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A)—(D) of the Internal Revenue Code.

EVENTS OF DEFAULT AND REMEDIES

Events of Default

Breach of Mandatory Prepayment Events

Voluntary Bankruptcy

Involuntary Bankruptcy

which continues undismissed or unstayed for 60 days,

or under which a court or other Governmental Authority,

enters an order for relief or a judgment approving a petition for reorganization or liquidation,

or appoints a trustee, receiver, custodian, intervenor, liquidator, administrator or similar entity.

Insolvency, Liquidation or Dissolution

becomes Insolvent,

makes a general assignment for the benefit of creditors,

or is liquidated or dissolved.

Remedies

the Facility Termination Date shall automatically occur;

the Obligations shall be automatically due and payable; and

the Lender may immediately:

exercise exclusive control of the Collateral Account; and

issue Capital Calls directly to the Limited Partners.

Additional Rights of the Lender

control the issuance of Capital Calls and notify the Limited Partners of the Event of Default;

notify the Limited Partners to fund Capital Contributions directly to the Lender or to any other account, to the extent not prohibited by any applicable Fund Documents;

complete existing agreements and make allowances and adjustments related to the payment of Capital Commitments, and compromise any claims related thereto;

issue a receipt to any Limited Partner that funds a Capital Contribution, which receipt shall be a complete release of such Limited Partner with respect thereto;

endorse the name of any Borrower Party on any check, draft, instrument, instruction, or document evidencing payment of a Capital Contribution;

perform any covenant, duty, or agreement on behalf of any Borrower Party, and such Borrower Party shall promptly reimburse the Lender for any expense related thereto, together with interest thereon at the Default Rate from the date of such expenditure until paid;

enforce any right or remedy in the Loan Documents, or available at Law or in equity;

commence any Proceeding to collect payment of the Capital Commitments;

exercise remedies against any Borrower Party and its assets separately, whether or not the Lender exercises remedies against any other Borrower Party or its assets, and enforce any Borrower Party’s obligations without enforcing any other Borrower Party’s obligations.

Application of Payments

against all costs and expenses (including documented out-of-pocket attorneys’ fees) arising hereunder;

against accrued interest on the Obligations;

against the Primary Obligations;

against any remaining portion of the Obligations; and

the balance, after all Obligations have been indefeasibly paid in full, to each Borrower or as required by Law.

MISCELLANEOUS PROVISIONS

Amendments; Waivers

All amendments to this Credit Agreement must be in writing and signed by the parties.

All waivers and consents under this Credit Agreement must be in writing and delivered by the Lender to the Borrower.

No failure or delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any partial exercise of any right preclude any additional exercise thereof.

Each waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given, and shall not be construed as a waiver or consent for any other purpose.

No course of dealing or conduct shall affect the Lender’s rights hereunder or be construed as a waiver of such rights.

Borrower Provisions

Payment of Expenses

Further Assurances

Subordination of Claims and Rights

All payments and advances made, directly or indirectly, by any Borrower Party to another Borrower Party or a Limited Partner, on any debts or liabilities now existing or hereafter arising, and all Liens securing such payments, shall be subordinate to the Obligations, and all Liens securing payment thereof;

provided, such payments may be made so long as:

other than as set forth in Section 6.1(d)(i) (Limitation on Distributions), no Account Control Event exists or would result therefrom; and

no Borrower Party would become Insolvent as a result thereof; and

management fees for regular, ordinary course asset management activities, excluding performance fees, incentive fees, and fees representing a carried interest, may be paid from investment proceeds at any time.

During an Event of Default, the Borrower Parties shall not take any action against any Limited Partner, including the exercise or enforcement of any right under the Fund Documents.

Indemnification

the use or misuse of Loan proceeds;

the execution or enforcement of any Loan Document, or any transaction contemplated thereby, whether or not any Indemnitee is a party thereto;

any gross negligence, fraud, willful misconduct, or breach by any Borrower Party or its Affiliates of any Loan Document or environmental Laws (notwithstanding the acts or omissions of any Indemnitee);

Waiver of Consequential Damages Etc.

Each Borrower Party waives, to the fullest extent permitted by Law, any Claim against any Indemnitee for special, indirect, consequential or punitive damages arising out of or related to any Loan Document.

The Indemnitees shall not be liable for any Claim arising out of or related to the use by unintended recipients of any information distributed by electronic telecommunications, the internet or other information transmission systems in connection with the Loan Documents.

Recourse Liability

Neither the Limited Partners nor General Partner shall have any liability for the payment or performance of the Obligations, except that losses arising from a Borrower Party’s intentional misconduct, fraud, or willful misapplication of Loan proceeds shall be fully recourse to the General Partner.

The payment of the Obligations shall be non-recourse to the Limited Partners.

ERISA Compliance

No Primary Obligor nor, except as would not reasonably be expected to have a Material Adverse Effect, any member of an ERISA Controlled Group shall establish, maintain or contribute to or become obligated to make any contribution to, or incur any liability with respect to, any ERISA Plan, and no Primary Obligor shall have any employees.

No Primary Obligor shall allow its assets to constitute ERISA Plan Assets.

Assuming no portion of the Loan is funded with ERISA Plan Assets, unless the Lender is relying upon an available prohibited transaction exemption, the conditions of which are satisfied, no Borrower Party shall take any action, or omit to take any action, which would give rise to a non-exempt prohibited transaction under Section 4975(c)(1)(A)-(D) of the Internal Revenue Code or Section 406(a) of ERISA that would subject the Lender to any tax, penalty, damages or other claim under the Internal Revenue Code or ERISA.

ERISA Plan Assets

If any Primary Obligor:

provided a certificate of a Fund Responsible Officer pursuant to clause (g)(ii) on Annex VI,

or if it intends to admit one or more ERISA Limited Partners which would result in 25% or more of the total value of any class of equity interests in such Primary Obligor being held by “benefit plan investors” under Section 3(42) of ERISA, such Primary Obligor shall deliver an ERISA Operating Company Opinion, addressed to the Lender (or a copy of such Primary Obligor’s ERISA Operating Company Opinion, together with an ERISA Reliance Letter with respect thereto).

If any Primary Obligor provided an ERISA Operating Company Opinion pursuant to clause (g)(i) on Annex VI or Section 9.2(h)(i), such Primary Obligor shall provide to the Lender, by the 60th day after the end of each ERISA Annual Valuation Period of such Primary Obligor, a certificate, addressed to the Lender, signed by a Fund Responsible Officer, certifying that such Primary Obligor has met the requirements to be an ERISA Operating Company for the twelve-month period following the end of such ERISA Annual Valuation Period.

If such Primary Obligor does not have “significant” participation by ERISA Limited Partners (calculated in accordance with the ERISA Plan Asset Regulations), such Primary Obligor shall deliver to the Lender, concurrently with annual financial statements, a certificate confirming that the underlying assets of such Primary Obligor do not constitute ERISA Plan Assets because less than 25% of the total value of each class of equity interests in such Primary Obligor is held by “benefit plan investors” under Section 3(42) of ERISA.

Confidentiality

The Lender shall maintain the confidentiality of all information (including financial statements, Capital Commitments, Fund Documents, investments under the LPA, identities of the Limited Partners, and any other data, records, reports and forecasts) disclosed by or on behalf of a Borrower Party or Limited Partner to the Lender or its attorneys, accountants, agents or service providers in connection with this Credit Agreement, in accordance with the Lender’s customary procedures, but not any information that was publicly available prior to such disclosure (“Confidential Information”).

The Lender may disclose Confidential Information:

to any Person with the Borrower’s prior written consent;

to its internal and external auditors, accountants, compliance personnel, attorneys, agents, and Affiliates;

in the ordinary course of business for administrative, audit, reporting, compliance and regulatory purposes;

to any Governmental Authority that asserts jurisdiction over the Lender or its Affiliates, or as required by Law;

to an assignee or proposed assignee, provided that such party agrees in writing to keep such information confidential;

to the Federal Reserve Bank of New York and any other Federal Reserve Bank; and

in connection with the exercise of any remedy or Proceeding related to the Loan Documents.

In connection with any transaction in which a Borrower Party is a buyer of an asset for which the Lender or its Affiliate is advising the seller, the Lender or its Affiliate may inform its advisory client of the existence of this Credit Agreement if such Person determines it would be appropriate to do so.

Assignments

Lender Assignments

The Lender may pledge, transfer or assign its interest under this Credit Agreement to any Person, including a Federal Reserve Bank.

The Lender, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a copy of each assignment and assumption delivered to it and a register for the recordation of the name and address of each Person to whom the Lender pledges, transfers or assigns an interest under this Credit Agreement pursuant to Section 9.4(a)(i), and the Loans of, and the principal amounts (and stated interest) of the Loans owing to, each Person to whom the Lender pledges, transfers or assigns an interest under this Credit Agreement pursuant to Section 9.4(a)(i) pursuant to the terms hereof from time to time (the “Register”). Entries in the Register shall be conclusive absent manifest error, and the parties hereto shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement. The Register shall be available for inspection upon the reasonable request of the parties hereto. All Loans shall be maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and related Treasury Regulations.

Borrower Party Assignments

Other Miscellaneous Provisions

No Fiduciary Duty

Lending Office

The Lender may designate its principal office or the office of an Affiliate as the office where it makes and maintains Loans, and where payments are credited (the “Lending Office”),

and may change the Lending Office by written notice to the Borrower.

If requested by the Borrower, the Lender may designate a different Lending Office, if such designation would reduce the amount of compensation owed by the Borrowers under Section 10, and would not, in the Lender’s good faith judgment, subject the Lender to any unreimbursed cost or expense or be otherwise disadvantageous to it. The Borrowers shall pay all reasonable costs and expenses incurred by the Lender in connection with such change.

Survival

Maximum Interest

Governing Law

Consent to Jurisdiction

Consent to Service of Process and Forum

Each Borrower Party irrevocably consents to the service of process in any Proceeding in said court by the mailing thereof by the Lender by registered or certified mail, postage prepaid, to such Borrower Party’s notice address provided herein.

Each Borrower Party irrevocably waives any objection to the laying of venue of any Proceeding arising out of or related to this Credit Agreement or any Promissory Note brought in the courts located in the State of New York, Borough of Manhattan in New York City, and further irrevocably waives any claim that any Proceeding brought in any such court has been brought in an inconvenient forum.

Waiver of Trial by Jury

Severability of Invalid Provisions

Entire Agreement

Multiple Counterparts; Electronic Delivery

INCREASED COSTS, BENCHMARK RATE UNAVAILABILITY AND TAXES

Compensation Certificate

Benchmark Rate Unavailability, Inadequacy or Illegality

If the Lender determines that the Benchmark Rate has not been published by a reporting service of recognized standing, then the Lender may obtain such Benchmark Rate from any source reasonably selected by the Lender.

If the Lender determines that,

reasonable means do not exist for determining the Benchmark Rate,

the Benchmark Rate does not adequately reflect the Lender’s cost of funding,

or a Change in Law has made it unlawful for the Lender to make or maintain Benchmark Rate Loans,

Change in Law

If the Lender reasonably determines that as a result of any Change in Law, there is any

increase in the cost to the Lender of Utilizations,

decrease in the amount received or receivable by the Lender in connection therewith (excluding Taxes and reserve requirements related to the determination of LIBOR),

increase in or imposition of Taxes (other than Indemnified Taxes, Excluded Taxes or Connection Income Taxes) on the Utilizations, or its deposits, reserves, other liabilities or capital attributable thereto,

or decrease in its (or an Affiliate’s) return on capital, as a consequence of the Lender’s obligations hereunder (taking into consideration its policies on capital adequacy and expected return on capital),

The Lender shall notify the Borrowers promptly upon becoming aware of any event occurring after the Closing Date, and in any event within 270 days thereafter, which may entitle the Lender to compensation hereunder; provided that if the event giving rise to such compensation is retroactive, then such 270-day period shall be extended to include the period of retroactive effect.

Taxes

Payments Free of Taxes

All payments by any Borrower to the Lender hereunder shall be made free and clear, and without deduction for any Taxes, except as required by Law.

If any Borrower is required by Law to deduct or withhold any Taxes related to any sum payable to the Lender, it may in good faith do so, and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Law; and if such Taxes are Indemnified Taxes, the sum payable shall be increased so that after making such deduction or withholding, the Lender receives an amount equal to the sum the Lender would have received had no deductions or withholdings been made.

Indemnified Taxes

the full amount of Indemnified Taxes payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender,

and any reasonable expenses arising therefrom or related thereto, including penalties, interest, and legal expenses incurred in the enforcement hereof, whether or not such Indemnified Taxes were correctly or legally imposed by the relevant Governmental Authority.

Lender’s Tax Exemption Form

Tax Refunds

If the Lender receives a refund, which it determines in good faith is directly attributable to Indemnified Taxes, it shall promptly pay such amount, net of all related out-of-pocket expenses (including Taxes) to the Borrowers (without interest thereon),

but if the Lender is subsequently required to repay such amount to the relevant taxing authority, the Borrowers agree to refund such amount to the Lender.

The Lender shall not pay to the Borrowers any amount that would place the Lender in a less favorable net after-Tax position than the Lender would have been in if Indemnified Taxes had not been imposed and indemnification payments had never been paid.

Grant of Security Interest

such Borrower’s or Guarantor’s rights, under the Fund Documents, to the Capital Commitments and Capital Contributions of each Limited Partner;

the General Partner’s rights, under the Fund Documents, to make Capital Calls and enforce each Limited Partner’s obligation to make Capital Contributions;

all of such Borrower’s or Guarantor’s rights, titles, and interests in each Collateral Account, any successor or substitute accounts, all funds therein or credited thereto, and all documents evidencing each account;

all of such Borrower’s or Guarantor’s rights, titles, interests, remedies and privileges granted to such Borrower or Guarantor under each Cascading Collateral Security Agreement; and

all proceeds of the foregoing, other than funds properly withdrawn from a Collateral Account in accordance with the Loan Documents, and the proceeds of such funds.

Covenants

Each Pledgor shall take all actions and execute all documents, requested by the Lender, to:

obtain, maintain and confirm the full benefits and rights herein granted;

preserve and maintain the Lender’s perfected, first priority security interest in the Collateral (subject to Permitted Liens);

appear in or defend any Proceeding that affects any Collateral Account or the Liens granted hereby; and

ensure that the Limited Partners fund all Capital Contributions directly into the applicable Collateral Account,

Any Capital Call by the Lender in compliance with the provisions of the applicable Pledgor’s Fund Documents shall be deemed to satisfy any requirement or condition that such Pledgor make a discretionary call on its Limited Partners (which Capital Calls may be in excess of the amount owing under the Credit Agreement in order to result in payment in full of the Obligations).

Any Capital Contributions received by any Borrower or Guarantor outside of its Collateral Account shall be:

part of the Collateral and subject to the Lender’s Liens thereon;

segregated from all other funds of such Borrower or Guarantor;

held in trust for the Lender; and

deposited into the applicable Collateral Account within 2 Business Days.

Representations

each Borrower and Guarantor is the sole owner of its Collateral Account and Capital Contributions;

the General Partner has the exclusive right to make Capital Calls; and

no Pledgor has transferred, assigned or granted any Lien (other than Permitted Liens) on the Collateral.

Reporting

any of the covenants or representations above ceases to be true; or

any Proceeding is brought that affects any Collateral Account or the Liens granted hereby.

Account Control Events

the Lender may exercise all of its rights under each Collateral Account Control Agreement, including:

taking exclusive control of each Collateral Account; and

withdrawing, transferring and receiving all funds in or credited to any Collateral Account, and

each Pledgor waives any right to, and shall not, give instructions to the Depository concerning any Collateral Account.

No Waiver

any compromise, forbearance, adjustment or release granted by the Lender in connection with the Collateral or the Obligations;

the exercise of, or failure to exercise, any right or remedy; or

any action or omission by the Lender in connection with the Obligations or the Collateral, irrespective of whether such action or omission prejudices any Pledgor or increases the likelihood that the Collateral will be applied to the Obligations.

No Liability

any act or omission related to the Lender’s exercise of any right or remedy concerning the Collateral; or

any loss of interest, or penalties or charges assessed to any Collateral Account, as a result of the Lender’s exercise of any right or remedy,

Subrogation

UCC Financing Statements

Each Pledgor has reviewed drafts of the UCC financing statements that will be filed to perfect the security interests hereby granted, and they are accurate with respect to any information pertaining to such Pledgor.

No financing statement covering the Collateral has been or will be filed, other than by the Lender.

The principal executive office and principal place of business of each Pledgor that is not a U.S. entity is at the location specified in Section 1 and has been at such location since its formation.

Release

the Pledgors from their obligations hereunder; and

the security granted hereunder,

this Credit Agreement;

a Promissory Note from each Borrower;

each Collateral Document;

UCC lien searches (or their equivalent);

UCC financing statements (or their equivalent);

legal opinions from Borrower Parties’ counsel;

with respect to each Primary Obligor, either:

an ERISA Operating Company Opinion (or an ERISA Operating Company Opinion with an ERISA Reliance Letter); or

a certificate confirming that the assets of such Primary Obligor do not constitute ERISA Plan Assets because less than 25% of the total value of each class of equity interests in such Primary Obligor is held by “benefit plan investors” under Section 3(42) of ERISA;

a Closing Certificate in the form of Exhibit E;

all information necessary to update the Borrowing Base Certificate;

an officer’s certificate with the following attached:

certificates of existence, incorporation or registration (or their equivalents);

each LPA;

certificates of existence and good standing (or their equivalents);

resolutions authorizing the Borrower Parties to enter into the Loan Documents;

an incumbency certificate;

for each Limited Partner, its duly executed and delivered LPA Subscription Document (including, as applicable, its Limited Partner Consent Letter);

current contact details of each Limited Partner;

copies of any Capital Calls issued prior to the Closing Date and a list of any Limited Partner that did not fund any Capital Call when due;

“Know Your Customer” Information:

the name, address and percentage of ownership of each Person that owns an interest in each Borrower, and as applicable, each Feeder and each Guarantor;

the name of each director of each Borrower, and as applicable, each Feeder and each Guarantor;

a current organization chart of the Borrower Parties; and

the most recent quarterly and annual financial statements of each Borrower, and as applicable, each Feeder and each Guarantor, if they exist;

appointment of an agent for the service of process in the U.S. for each Borrower Party formed outside of the U.S.;

electronic monitoring access of the Collateral Accounts;

agreement with respect to payment of reasonable attorneys’ fees within 30 days after the Closing Date; and

other documents reasonably requested by the Lender.