Common use of Capital Commitments Clause in Contracts

Capital Commitments. None of the Credit Parties shall (and each Credit Party shall cause BlackRock (as defined in the applicable Constituent Documents) and the Investment Manager not to) permit any redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation with respect to all or any portion of BlackRock’s Capital Commitment without the prior written consent of the Administrative Agent and the Required Lenders; provided that such consent shall not be unreasonably withheld or delayed and that the failure of the Administrative Agent and the Required Lenders to respond to notice from the Credit Parties requesting such consent within ten (10) Business Days shall be deemed to constitute such consent; provided further, that, such consent shall not be required (x) to the extent such redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation is reasonably deemed necessary, advisable or appropriate by the General Partner to comply with Applicable Law or to reduce, eliminate or otherwise modify, the impact of Applicable Law on, or applicability thereof to, BlackRock, any of its Affiliates, or any fund organized, offered and/or managed by BlackRock or any of its Affiliates, (y) to any Affiliate of the General Partner; provided further that such Affiliate fulfills the requirements of Applicable Law or (z) any change appropriate to cause the applicable Fund to conduct its business in compliance with Applicable Laws. None of the Credit Parties shall permit any withdrawal, termination, reduction, suspension, excuse, formal waiver or other cancellation with respect to an obligation of any Investor under its Subscription Agreement or the applicable Constituent Documents or any Side Letter without the prior written consent of the Required Lenders which may be withheld in their sole discretion. Prior to giving effect to any termination, suspension, cancellation, reduction, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than a Transfer by an Investor of all or a portion of its interest in the applicable Fund, which (for the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of such withdrawal, termination, suspension, transfer, cancellation, reduction, excuse or waiver.

Capital Commitments. None of the Credit The Loan Parties shall not: (and each Credit Party shall cause BlackRock (as defined in the applicable Constituent Documentsa) and the Investment Manager not to) permit any redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation with respect to all or any portion of BlackRock’s Capital Commitment without the prior written consent of the Administrative Agent and the Required Lenders; provided that such Lenders (which consent shall may not be unreasonably withheld or delayed and that delayed, in the failure sole discretion of the Administrative Agent and the Required Lenders Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to respond an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to notice from any provision of the Credit Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties requesting such consent within ten (10) Business Days shall be deemed may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to constitute such consent; provided further, that, such consent shall not be required (x) to the extent such redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation is reasonably deemed necessary, advisable or appropriate a reduction effected by the General Partner to comply with Applicable Law or to reduce, eliminate or otherwise modify, the impact of Applicable Law on, or applicability thereof to, BlackRock, any of its Affiliates, or any fund organized, offered and/or managed by BlackRock or any of its AffiliatesManaging Entity under Section 9.12 hereof, (y) to any Affiliate of the General Partner; provided further that such Affiliate fulfills the requirements of Applicable Law a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) any change appropriate to cause the applicable Fund to conduct its business in compliance with Applicable Laws. None of the Credit Parties shall permit any withdrawal, termination, reduction, suspension, excuse, formal waiver a redemption or other cancellation with respect to an obligation of any Investor withdrawal permitted under its Subscription Agreement or the applicable Constituent Documents or any Side Letter Section 10.06(c) hereof; and (b) without the prior written consent approval of the Required Administrative Agent and all Lenders (which consent may be withheld in their the sole discretion. Prior to giving effect to any terminationdiscretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, suspensioncancel, cancellation, reductionreduce, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than that portion of a Transfer Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or Designated Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor of all permitted under Section 10.06(a) hereof, or (z) a portion of its interest in redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the applicable Fund, which (for proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of any such withdrawal, termination, suspension, transfer, cancellation, reductionreduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or waiverexcuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. None of the Credit The Loan Parties shall not: (and each Credit Party shall cause BlackRock (as defined in the applicable Constituent Documentsa) and the Investment Manager not to) permit any redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation with respect to all or any portion of BlackRock’s Capital Commitment without the prior written consent of the Administrative Agent and the Required Lenders; provided that such Lenders (which consent shall may not be unreasonably withheld or delayed and that delayed, in the failure sole discretion of the Administrative Agent and the Required Lenders Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to respond an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to notice from any provision of the Credit Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties requesting such consent within ten (10) Business Days shall be deemed may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to constitute such consent; provided further, that, such consent shall not be required (x) to the extent such redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation is reasonably deemed necessary, advisable or appropriate a reduction effected by the General Partner to comply with Applicable Law or to reduce, eliminate or otherwise modify, the impact of Applicable Law on, or applicability thereof to, BlackRock, any of its Affiliates, or any fund organized, offered and/or managed by BlackRock or any of its AffiliatesManaging Entity under Section 9.12 hereof, (y) to any Affiliate of the General Partner; provided further that such Affiliate fulfills the requirements of Applicable Law a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) any change appropriate to cause the applicable Fund to conduct its business in compliance with Applicable Laws. None of the Credit Parties shall permit any withdrawal, termination, reduction, suspension, excuse, formal waiver a redemption or other cancellation with respect to an obligation of any Investor withdrawal permitted under its Subscription Agreement or the applicable Constituent Documents or any Side Letter Section 10.06(c) hereof; and (b) without the prior written consent approval of the Required Administrative Agent and all Lenders (which consent may be withheld in their the sole discretion. Prior to giving effect to any terminationdiscretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, suspensioncancel, cancellation, reductionreduce, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than that portion of a Transfer Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or USActive 61994469.1-105- Designated Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor of all permitted under Section 10.06(a) hereof, or (z) a portion of its interest in redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the applicable Fund, which (for proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of any such withdrawal, termination, suspension, transfer, cancellation, reductionreduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or waiverexcuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. None of the Credit The Loan Parties shall not: (and each Credit Party shall cause BlackRock (as defined in the applicable Constituent Documentsa) and the Investment Manager not to) permit any redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation with respect to all or any portion of BlackRock’s Capital Commitment without the prior written consent of the Administrative Agent and the Required Lenders; provided that such Lenders (which consent shall may not be unreasonably withheld or delayed and that delayed, in the failure sole discretion of the Administrative Agent and the Required Lenders Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to respond an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to notice from any provision of the Credit Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties requesting such consent within ten (10) Business Days shall be deemed may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to constitute such consent; provided further, that, such consent shall not be required (x) to the extent such redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation is reasonably deemed necessary, advisable or appropriate a reduction -110- effected by the General Partner to comply with Applicable Law or to reduce, eliminate or otherwise modify, the impact of Applicable Law on, or applicability thereof to, BlackRock, any of its Affiliates, or any fund organized, offered and/or managed by BlackRock or any of its AffiliatesManaging Entity under Section 9.12 hereof, (y) to any Affiliate of the General Partner; provided further that such Affiliate fulfills the requirements of Applicable Law a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) any change appropriate to cause the applicable Fund to conduct its business in compliance with Applicable Laws. None of the Credit Parties shall permit any withdrawal, termination, reduction, suspension, excuse, formal waiver a redemption or other cancellation with respect to an obligation of any Investor withdrawal permitted under its Subscription Agreement or the applicable Constituent Documents or any Side Letter Section 10.06(c) hereof; and (b) without the prior written consent approval of the Required Administrative Agent and all Lenders (which consent may be withheld in their the sole discretion. Prior to giving effect to any terminationdiscretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, suspensioncancel, cancellation, reductionreduce, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than that portion of a Transfer Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or DesignatedBorrowing Base Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or Designateda Borrowing Base Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor of all permitted under Section 10.06(a) hereof, or (z) a portion of its interest in redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the applicable Fund, which (for proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of any such withdrawal, termination, suspension, transfer, cancellation, reductionreduction or excuse by an Included Investor or Designateda Borrowing Base Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or DesignatedBorrowing Base Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or waiverexcuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. None of the Credit The Loan Parties shall not: (and each Credit Party shall cause BlackRock (as defined in the applicable Constituent Documentsa) and the Investment Manager not to) permit any redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation with respect to all or any portion of BlackRock’s Capital Commitment without the prior written consent of the Administrative Agent and the Required Lenders; provided that such Lenders (which consent shall may not be unreasonably withheld or delayed and that delayed, in the failure sole discretion of the Administrative Agent and the Required Lenders Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to respond an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to notice from any provision of the Credit Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties requesting such consent within ten (10) Business Days shall be deemed may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to constitute such consent; provided further, that, such consent shall not be required (x) to the extent such redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation is reasonably deemed necessary, advisable or appropriate a reduction effected by the General Partner to comply with Applicable Law or to reduce, eliminate or otherwise modify, the impact of Applicable Law on, or applicability thereof to, BlackRock, any of its Affiliates, or any fund organized, offered and/or managed by BlackRock or any of its AffiliatesManaging Entity under Section 9.12 hereof, (y) to any Affiliate of the General Partner; provided further that such Affiliate fulfills the requirements of Applicable Law a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) any change appropriate to cause the applicable Fund to conduct its business in compliance with Applicable Laws. None of the Credit Parties shall permit any withdrawal, termination, reduction, suspension, excuse, formal waiver a redemption or other cancellation with respect to an obligation of any Investor withdrawal permitted under its Subscription Agreement or the applicable Constituent Documents or any Side Letter Section 10.06(c) hereof; and (b) without the prior written consent approval of the Required Administrative Agent and all Lenders (which consent may be withheld in their the sole discretion. Prior to giving effect to any terminationdiscretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, suspensioncancel, cancellation, reductionreduce, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than that portion of a Transfer Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or USActive 60330059.19 -100- Designated Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor of all permitted under Section 10.06(a) hereof, or (z) a portion of its interest in redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the applicable Fund, which (for proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of any such withdrawal, termination, suspension, transfer, cancellation, reductionreduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or waiverexcuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. None of the Credit The Loan Parties shall not: (and each Credit Party shall cause BlackRock (as defined in the applicable Constituent Documentsa) and the Investment Manager not to) permit any redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation with respect to all or any portion of BlackRock’s Capital Commitment without the prior written consent of the Administrative Agent and the Required Lenders; provided that such Lenders (which consent shall may not be unreasonably withheld or delayed and that delayed, in the failure sole discretion of the Administrative Agent and the Required Lenders Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to respond an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to notice from any provision of the Credit Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties requesting such consent within ten (10) Business Days shall be deemed may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to constitute such consent; provided further, that, such consent shall not be required (x) to the extent such redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation is reasonably deemed necessary, advisable or appropriate a reduction effected by the General Partner to comply with Applicable Law or to reduce, eliminate or otherwise modify, the impact of Applicable Law on, or applicability thereof to, BlackRock, any of its Affiliates, or any fund organized, offered and/or managed by BlackRock or any of its AffiliatesManaging Entity under Section 9.12 hereof, (y) to any Affiliate of the General Partner; provided further that such Affiliate fulfills the requirements of Applicable Law a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) any change appropriate to cause the applicable Fund to conduct its business in compliance with Applicable Laws. None of the Credit Parties shall permit any withdrawal, termination, reduction, suspension, excuse, formal waiver a redemption or other cancellation with respect to an obligation of any Investor withdrawal permitted under its Subscription Agreement or the applicable Constituent Documents or any Side Letter Section 10.06(c) hereof; and (b) without the prior written consent approval of the Required Administrative Agent and all Lenders (which consent may be withheld in their the sole discretion. Prior to giving effect to any terminationdiscretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, suspensioncancel, cancellation, reductionreduce, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than that portion of a Transfer Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or Designated Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor of all permitted under Section 10.06(a) hereof, or (z) a portion of its interest in redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the applicable Fund, which (for proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of any such withdrawal, termination, suspension, transfer, cancellation, reductionreduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the USActive 61477672.3USActive 61994469.1-101- Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or waiverexcuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. None of the Credit The Loan Parties shall not: (and each Credit Party shall cause BlackRock (as defined in the applicable Constituent Documentsa) and the Investment Manager not to) permit any redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation with respect to all or any portion of BlackRock’s Capital Commitment without the prior written consent of the Administrative Agent and the Required Lenders; provided that such Lenders (which consent shall may not be unreasonably withheld or delayed and that delayed, in the failure sole discretion of the Administrative Agent and the Required Lenders Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to respond an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to notice from any provision of the Credit Governing Agreements and/or any Side Letter related thereto which grants the applicable Loan Party general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties requesting such consent within ten (10) Business Days shall be deemed may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to constitute such consent; provided further, that, such consent shall not be required (x) to the extent such redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation is reasonably deemed necessary, advisable or appropriate a reduction effected by the General Partner to comply with Applicable Law or to reduce, eliminate or otherwise modify, the impact of Applicable Law on, or applicability thereof to, BlackRock, any of its Affiliates, or any fund organized, offered and/or managed by BlackRock or any of its AffiliatesLoan Party under Section 9.11 hereof, (y) to any Affiliate of the General Partner; provided further that such Affiliate fulfills the requirements of Applicable Law a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) any change appropriate to cause the applicable Fund to conduct its business in compliance with Applicable Laws. None of the Credit Parties shall permit any withdrawal, termination, reduction, suspension, excuse, formal waiver a redemption or other cancellation with respect to an obligation of any Investor withdrawal permitted under its Subscription Agreement or the applicable Constituent Documents or any Side Letter Section 10.06(c) hereof; and (b) without the prior written consent approval of the Required Administrative Agent and all Lenders (which consent may be withheld in their the sole discretion. Prior to giving effect to any terminationdiscretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, suspensioncancel, cancellation, reductionreduce, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than that portion of a Transfer Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Loan Party general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or Designated Investor that is subject to (x) a reduction effected by any Loan Party under Section 9.11 hereof, (y) a transfer by an Investor of all permitted under Section 10.06(a) hereof, or (z) a portion of its interest in redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the applicable Fund, which (for proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of any such withdrawal, termination, suspension, transfer, cancellation, reductionreduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or waiverexcuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.

Capital Commitments. None of the Credit The Loan Parties shall not: (and each Credit Party shall cause BlackRock (as defined in the applicable Constituent Documentsa) and the Investment Manager not to) permit any redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation with respect to all or any portion of BlackRock’s Capital Commitment without the prior written consent of the Administrative Agent and the Required Lenders; provided that such Lenders (which consent shall may not be unreasonably withheld or delayed and that delayed, in the failure sole discretion of the Administrative Agent and the Required Lenders Lenders), ▇▇▇▇▇, cancel, reduce, excuse (other than that portion of a Capital Commitment subject to respond an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to notice from any provision of the Credit Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Excluded Investor; provided, however, the Loan Parties requesting such consent within ten (10) Business Days shall be deemed may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Excluded Investor that is subject to constitute such consent; provided further, that, such consent shall not be required (x) to the extent such redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation is reasonably deemed necessary, advisable or appropriate a reduction effected by the General Partner to comply with Applicable Law or to reduce, eliminate or otherwise modify, the impact of Applicable Law on, or applicability thereof to, BlackRock, any of its Affiliates, or any fund organized, offered and/or managed by BlackRock or any of its AffiliatesManaging Entity under Section 9.12 hereof, (y) to any Affiliate of the General Partner; provided further that such Affiliate fulfills the requirements of Applicable Law a transfer by an Investor permitted under Section 10.06(a) hereof, or (z) any change appropriate to cause the applicable Fund to conduct its business in compliance with Applicable Laws. None of the Credit Parties shall permit any withdrawal, termination, reduction, suspension, excuse, formal waiver a redemption or other cancellation with respect to an obligation of any Investor withdrawal permitted under its Subscription Agreement or the applicable Constituent Documents or any Side Letter Section 10.06(c) hereof; and (b) without the prior written consent approval of the Required Administrative Agent and all Lenders (which consent may be withheld in their the sole discretion. Prior to giving effect to any terminationdiscretion of the Administrative Agent and the Lenders): (i) ▇▇▇▇▇, suspensioncancel, cancellation, reductionreduce, excuse or waiver pursuant to this Section 9.6, or any withdrawal or transfer pursuant to this Section 9.6 (other than that portion of a Transfer Capital Commitment subject to an Investment Exclusion Event (other than any Investment Exclusion Event occurring pursuant to any provision of the Governing Agreements and/or any Side Letter related thereto which grants the applicable Managing Entity general discretion to ▇▇▇▇▇, cancel, reduce, excuse, suspend or defer any Capital Commitment or Unfunded Commitment), subject to subclause (b)(ii) below), suspend or defer the Capital Commitment or Unfunded Commitment of any Included Investor or Designated Investor; provided, however, the Loan Parties may cancel or reduce that portion of the Capital Commitment and Unfunded Commitment of an Included Investor or Designated Investor that is subject to (x) a reduction effected by any Managing Entity under Section 9.12 hereof, (y) a transfer by an Investor of all permitted under Section 10.06(a) hereof, or (z) a portion of its interest in redemption or withdrawal permitted under Section 10.06(c) hereof; or (ii) excuse any Investor from or permit any Investor to defer any Capital Contribution, if the applicable Fund, which (for proceeds from the related Capital Call Notice are to be applied to the Obligations hereunder. For the avoidance of doubt) the parties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Available Commitment will be calculated, and if such action would result in a mandatory prepayment pursuant to Section 2.1(e), such prepayment shall be made prior to the effectiveness of any such withdrawal, termination, suspension, transfer, cancellation, reductionreduction or excuse by an Included Investor or Designated Investor permitted without the consent of the Administrative Agent and all of the Lenders, the Loan Parties shall calculate whether, taking into account the Capital Commitments of the Included Investors or Designated Investors in the Loan Parties as if such cancellation, reduction or excuse had occurred, the applicable cancellation, reduction or waiverexcuse would cause a Borrowing Base Deficiency, and shall, to the extent the Loan Parties do not otherwise have funds available in any - 103 - Collateral Account, make or cause to be made any Capital Calls required to pay any resulting Mandatory Prepayment prior to permitting such cancellation, reduction or excuse, as applicable.