Common use of Actions with Respect to the Collateral Clause in Contracts

Actions with Respect to the Collateral. The Administrative Bank, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit Party (and in the case of any ERISA Investor in connection with (i) and (iv), only, in the name of the General Partner or the name of any other Credit Party (acting as itsagent)), at any time or from time to time during the existence of an Event of Default, to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing, so long as such Capital Call will be paid to the Collateral Account (or, solely in the case that the Collateral Account is closed, frozen or subject to an order of a Governmental Authority or the Account Bank that would restrict such payments from being paid to the Collateral Account, then to such other account as directed by the Administrative Bank in its sole discretion), (ii) take or bring in any Credit Party’s name (acting as its agent) in the case of any ERISA Investor, or in any Credit Party’s name, or that of the Secured Parties in the case of any non-ERISA Investor, all steps, actions, suits, or proceedings deemed by the Administrative Bank necessary or desirable to effect possession or collection of payments of the Capital Commitments, (iii) complete any contract or agreement of any Credit Party in any way related to payment of any of the Capital Commitments, (iv) make allowances or adjustments related to the Capital Commitments, (v) compromise any claims related to the Capital Commitments, (vi) issue credit in its own name or the name of any Credit Party; or (vii) exercise any other right, privilege, power, or remedy provided to any Credit Party under its respective Constituent Documents and the Subscription Agreements with respect to the Capital Commitments. Regardless of any provision hereof, in the absence of fraud, gross negligence or willful misconduct by the Administrative Bank or the Secured Parties, neither the Administrative Bank nor the Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment, subject to the Internal Revenue Code. The Administrative Bank shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) prior to or concurrently with the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the Borrowers’ or any Feeder Fund’s obligations hereunder. Notwithstanding the above, during the continuance of an Event of Default, the Credit Parties shall be authorized to issue Capital Calls only with the consent of the Administrative Bank in its sole discretion; provided that, notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of an Event of Default (other than those described in Section 10.1(f), (h), (i), (q), (r), (s) (but solely in the case of Section 10.1(s) with respect to the applicable Credit Party) or (t)), if such Event of Default can be cured by the funding of Uncalled Capital Commitments or the Borrowers obtain the prior written consent of the Administrative Bank and certify following the occurrence of an Event of Default that they will repay the Obligations in full, then prior to the Administrative Bank, on behalf of the Lenders, exercising its right to issue Capital Calls to the Investors or exercising any other remedy provided for herein or in any other Loan Documents or provided by Applicable Law, the Administrative Bank shall be required to give five (5) Business Days written notice (the “Initial Notice Period”) of its intention to exercise such remedies and, if, at any time prior to or during such Initial Notice Period, the applicable Borrowers or any Feeder Fund shall issue a Capital Call to the Investors sufficient to cure such Event of Default or repay the Obligations, then the Administrative Bank and the Lenders shall not exercise such remedies with respect to any applicable Borrowers or any Feeder Fund until the Business Day following the Initial Payment Date (as defined below); provided, that: (i) such Capital Call as issued by such Borrowers must require the Investors to fund their related Capital Contribution within ten (10) Business Days after the date of such Capital Call (such tenth (10th) Business Day being the “Initial Payment Date”); (ii) the Capital Contributions and all other amounts paid by the Investors in respect of such Capital Call are deposited into the applicable Collateral Account; and (iii) each applicable Borrower directs (or causes such Feeder Fund to direct) the applicable Account Bank that such Capital Contributions and other payments by the Investors shall be withdrawn by the Administrative Bank to cure the default giving rise to such Event of Default and/or prepay the Obligations in their entirety; provided, further that nothing in this Section 10.2 shall prohibit the Administrative Bank or any Lender from exerting control over (i) the applicable Collateral Account during the continuance of a Cash Control Event and taking any such actions as may be required to protect their rights in a bankruptcy proceeding or exercising any remedies if may have with respect to (ii) any Event of Default pursuant to Section 10.1(f), (h), (i), (q), (r), (s) (but solely in the case of Section 10.1(s), with respect to the applicable Credit Party) or (t) or any other Event of Default that shall have occurred and be continuing that cannot be cured by the funding of Uncalled Capital Commitments or which was triggered by the failure of any applicable Borrower to issue a Capital Call upon its Investors following a mandatory prepayment event pursuant to Section 3.5(b) hereof and/or make such mandatory prepayment following the receipt of such related Capital Contributions, in each case, as required by this Credit Agreement.

Actions with Respect to the Collateral. The Subject to Section 10.2(d) hereof, the Administrative BankAgent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit Party (and in the case of any ERISA Investor in connection with (i) and (iv), only, in the name of the General Partner or the name of any other Credit Party (acting as itsagent))Party, at any time or from time to time during the existence of an Event of Default, to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing, so long as such (ii) notify the Investors to make all payments due or to become due with respect to their Capital Call will be paid Commitments directly to the Collateral Account (or, solely in Accounts for the case that benefit of the Collateral Account is closed, frozen or subject to an order of a Governmental Authority or the Account Bank that would restrict such payments from being paid to the Collateral Account, then to such other account as directed by the Administrative Bank in its sole discretion)Secured Parties, (iiiii) take or bring in any Credit Party’s name (acting as its agent) in the case of any ERISA Investor, or in any Credit Party’s name, or that of the Secured Parties in the case of any non-ERISA Investor, all steps, actions, suits, or proceedings deemed by the Administrative Bank Agent necessary or desirable to effect possession or collection of payments of the Capital Commitments, (iiiiv) complete any contract or agreement of any Credit Party in any way related to payment of any of the Capital Commitments, (ivv) make allowances or adjustments related to the Capital Commitments, (vvi) compromise any claims related to the Capital Commitments, (vivii) issue credit in its own name or the name of any Credit Party; or (viiviii) exercise any other right, 773261363 24777036 privilege, power, or remedy provided to any Credit Party under its respective Constituent Documents and the Subscription Agreements with respect to the Capital Commitments. Regardless of any provision hereof, in the absence of fraud, gross negligence or willful misconduct by the Administrative Bank Agent or the other Secured Parties, as determined by a court of competent jurisdiction by final and non-appealable judgment, neither the Administrative Bank Agent nor the other Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment, subject to the Internal Revenue Code. The Administrative Bank Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) prior to concurrently with, or concurrently with promptly after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the BorrowersFunds’ or any Feeder Fund’s obligations hereunder. Notwithstanding the above, during the continuance of an Event of Default, the Credit Parties shall be authorized to issue Capital Calls only with the consent of the Administrative Bank Agent in its sole discretion; provided that, notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of an Event of Default (other than those described in Section 10.1(f), (h), (i), (q), (r), (s) (but solely in the case of Section 10.1(s) with respect to the applicable Credit Party) or (t)), if such Event of Default can be cured by the funding of Uncalled Capital Commitments or the Borrowers obtain the prior written consent of the Administrative Bank and certify following the occurrence of an Event of Default that they will repay the Obligations in full, then prior to the Administrative Bank, on behalf of the Lenders, exercising its right to issue Capital Calls to the Investors or exercising any other remedy provided for herein or in any other Loan Documents or provided by Applicable Law, the Administrative Bank shall be required to give five (5) Business Days written notice (the “Initial Notice Period”) of its intention to exercise such remedies and, if, at any time prior to or during such Initial Notice Period, the applicable Borrowers or any Feeder Fund shall issue a Capital Call to the Investors sufficient to cure such Event of Default or repay the Obligations, then the Administrative Bank and the Lenders shall not exercise such remedies with respect to any applicable Borrowers or any Feeder Fund until the Business Day following the Initial Payment Date (as defined below); provided, that: (i) such Capital Call as issued by such Borrowers must require the Investors to fund their related Capital Contribution within ten (10) Business Days after the date of such Capital Call (such tenth (10th) Business Day being the “Initial Payment Date”); (ii) the Capital Contributions and all other amounts paid by the Investors in respect of such Capital Call are deposited into the applicable Collateral Account; and (iii) each applicable Borrower directs (or causes such Feeder Fund to direct) the applicable Account Bank that such Capital Contributions and other payments by the Investors shall be withdrawn by the Administrative Bank to cure the default giving rise to such Event of Default and/or prepay the Obligations in their entirety; provided, further that nothing in this Section 10.2 shall prohibit the Administrative Bank or any Lender from exerting control over (i) the applicable Collateral Account during the continuance of a Cash Control Event and taking any such actions as may be required to protect their rights in a bankruptcy proceeding or exercising any remedies if may have with respect to (ii) any Event of Default pursuant to Section 10.1(f), (h), (i), (q), (r), (s) (but solely in the case of Section 10.1(s), with respect to the applicable Credit Party) or (t) or any other Event of Default that shall have occurred and be continuing that cannot be cured by the funding of Uncalled Capital Commitments or which was triggered by the failure of any applicable Borrower to issue a Capital Call upon its Investors following a mandatory prepayment event pursuant to Section 3.5(b) hereof and/or make such mandatory prepayment following the receipt of such related Capital Contributions, in each case, as required by this Credit Agreement.

Actions with Respect to the Collateral. The Subject to Section 10.2(d) hereof, the Administrative BankAgent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit Party (and in the case of any ERISA Investor in connection with (i) and (iv), only, in the name of the General Partner or the name of any other Credit Party (acting as itsagent))Party, at any time or from time to time during the existence of an Event of Default, to: (i) initiate one or more Capital Calls in order to pay the Obligations then due and owing, so long as such (ii) notify the Investors to make all payments due or to become due with respect to their Capital Call will be paid Commitments directly to the Collateral Account (or, solely in Accounts for the case that benefit of the Collateral Account is closed, frozen or subject to an order of a Governmental Authority or the Account Bank that would restrict such payments from being paid to the Collateral Account, then to such other account as directed by the Administrative Bank in its sole discretion)Secured Parties, (iiiii) take or bring in any Credit Party’s name (acting as its agent) in the case of any ERISA Investor, or in any Credit Party’s name, or that of the Secured Parties in the case of any non-ERISA Investor, all steps, actions, suits, or proceedings deemed by the Administrative Bank Agent necessary or desirable to effect possession or collection of payments of the Capital Commitments, (iiiiv) complete any contract or agreement of any Credit Party in any way related to payment of any of the Capital Commitments, (ivv) make allowances or adjustments related to the Capital Commitments, (vvi) compromise any claims related to the Capital Commitments, (vivii) issue credit in its own name or the name of any Credit Party; or (viiviii) exercise any other right, privilege, power, or remedy provided to any Credit Party under its respective Constituent Documents and the Subscription Agreements with respect to the Capital Commitments. Regardless of any provision hereof, in the absence of fraud, gross negligence or willful misconduct by the Administrative Bank Agent or the other Secured Parties, as determined by a court of competent jurisdiction by final and non-appealable judgment, neither the Administrative Bank Agent nor the other Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment, subject to the Internal Revenue Code. The Administrative Bank Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) prior to concurrently with, or concurrently with promptly after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the BorrowersFunds’ or any Feeder Fund’s obligations hereunder. Notwithstanding the above, during the continuance of an Event of Default, the Credit Parties shall be authorized to issue Capital Calls only with the consent of the Administrative Bank Agent in its sole discretion; provided that, notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of an Event of Default (other than those described in Section 10.1(f), (h), (i), (q), (r), (s) (but solely in the case of Section 10.1(s) with respect to the applicable Credit Party) or (t)), if such Event of Default can be cured by the funding of Uncalled Capital Commitments or the Borrowers obtain the prior written consent of the Administrative Bank and certify following the occurrence of an Event of Default that they will repay the Obligations in full, then prior to the Administrative Bank, on behalf of the Lenders, exercising its right to issue Capital Calls to the Investors or exercising any other remedy provided for herein or in any other Loan Documents or provided by Applicable Law, the Administrative Bank shall be required to give five (5) Business Days written notice (the “Initial Notice Period”) of its intention to exercise such remedies and, if, at any time prior to or during such Initial Notice Period, the applicable Borrowers or any Feeder Fund shall issue a Capital Call to the Investors sufficient to cure such Event of Default or repay the Obligations, then the Administrative Bank and the Lenders shall not exercise such remedies with respect to any applicable Borrowers or any Feeder Fund until the Business Day following the Initial Payment Date (as defined below); provided, that: (i) such Capital Call as issued by such Borrowers must require the Investors to fund their related Capital Contribution within ten (10) Business Days after the date of such Capital Call (such tenth (10th) Business Day being the “Initial Payment Date”); (ii) the Capital Contributions and all other amounts paid by the Investors in respect of such Capital Call are deposited into the applicable Collateral Account; and (iii) each applicable Borrower directs (or causes such Feeder Fund to direct) the applicable Account Bank that such Capital Contributions and other payments by the Investors shall be withdrawn by the Administrative Bank to cure the default giving rise to such Event of Default and/or prepay the Obligations in their entirety; provided, further that nothing in this Section 10.2 shall prohibit the Administrative Bank or any Lender from exerting control over (i) the applicable Collateral Account during the continuance of a Cash Control Event and taking any such actions as may be required to protect their rights in a bankruptcy proceeding or exercising any remedies if may have with respect to (ii) any Event of Default pursuant to Section 10.1(f), (h), (i), (q), (r), (s) (but solely in the case of Section 10.1(s), with respect to the applicable Credit Party) or (t) or any other Event of Default that shall have occurred and be continuing that cannot be cured by the funding of Uncalled Capital Commitments or which was triggered by the failure of any applicable Borrower to issue a Capital Call upon its Investors following a mandatory prepayment event pursuant to Section 3.5(b) hereof and/or make such mandatory prepayment following the receipt of such related Capital Contributions, in each case, as required by this Credit Agreement.