Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. (a) Subject to the last sentence of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).

Collateral Accounts. The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (a) Subject together with each other account created pursuant to the last sentence of this Section 6.14(a4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), each Credit Party shall cause all of its assets other than (x) Fund Assets, (yi) the Borrower’s Equity Interests in proceeds of any Holding Vehicle sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (zii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any Excluded deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, to be paid to in each case upon the occurrence and held in during the applicable continuance of a Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect Event of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral AccountDefault); provided thatthat the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot which shall be held in deemed a Collateral Account, if necessary to receive funds in such Credit Party shall, upon other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the reasonable request Collateral and Intercreditor Agent for the benefit of the Agent, hold Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books sub-accounts and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account as will permit the segregation and Pledged Securities allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, as applicableand in the case of any Collateral Account established in connection with the Comegua Pledged Stock, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)a Balboa-denominated Collateral Account promptly following the Issue Date.

Collateral Accounts. The Securities Administrator (ain its capacity as Supplemental Interest Trust Trustee) Subject is hereby directed to perform the last sentence obligations of this Section 6.14(athe Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, each Credit Party the Swap Custodian shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable establish a Swap Collateral Account. Each Credit Party The Swap Collateral Account shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records Swap Custodian in trust for the benefit of the CustodianCertificateholders. Holding I The Swap Collateral Account must be an Eligible Account and shall ensure that each be titled “Swap Collateral Account, HSBC Bank USA, National Association, as Trustee, in trust for the registered holders of its Renaissance HEL Trust 2007-3 Asset Backed-Certificates, Series 2007-3.” The Swap Custodian shall credit to Swap Collateral Accounts is titled Account all collateral (whether in the name form of “AlpInvest CAPM Holdings, LLC (pledged cash or securities) posted by the Swap Provider to Barclays Bank PLC)” on secure the books and records obligations of the CustodianSwap Provider in accordance with the terms of the Interest Rate Swap Agreement. Holding II Except for investment earnings, the Swap Provider shall ensure that each of its Collateral Accounts is titled not have any legal, equitable or beneficial interest in the name of “AlpInvest Seed Fund Limited PartnerSwap Collateral Account other than in accordance with this Agreement, LLC (pledged to Barclays Bank PLC)” the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the books and records Swap Collateral Account in accordance with Swap Credit Support Annex. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be invested at the direction of the CustodianSwap Provider in Eligible Investments in accordance with the requirements of the Swap Credit Support Annex. Holding III shall ensure that each of its Collateral Accounts is titled All amounts earned on amounts on deposit in the name Swap Collateral Account (whether cash collateral or securities) shall be for the account of “AlpInvest Seed Fundand taxable to the Swap Provider. If no investment direction is provided, L.P. such amounts shall remain uninvested. Upon the occurrence of an Event of Default or Specified Condition (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled as defined in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLCInterest Rate Swap Agreement)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to the Swap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreement) as a result of any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, Event of Default or Specified Condition with respect to the Swap Provider, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any Pledged Securities Accountcollateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral to the Swap Provider under the terms of the Swap Credit Support Annex, the Swap Custodian shall return such applicable institution maintaining such account)collateral in accordance with the terms of the Swap Credit Support Annex.

Collateral Accounts. (a) Subject The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the last sentence Holders according to the provisions of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Indenture and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountDocuments. (b) The Borrower Collateral Account shall ensure that each be a deposit account maintained with, and under the sole control of, the First Lien Notes Collateral Agent and shall be established and maintained by Bank of its America, N.A. All cash and Cash Equivalents received by the First Lien Notes Collateral Accounts is titled Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, be deposited in the name Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the First Lien Notes Collateral Agent to the Trustee in accordance with the terms of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund this Indenture (pledged including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and Section 11.08(a)). In connection with any and all deposits to Barclays Bank PLC)” on be made into the books and records of Collateral Account under this Indenture, the Custodian. Holding I First Lien Notes Collateral Agent shall ensure that each of its receive an Officer’s Certificate directing the First Lien Notes Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged Agent to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianmake such deposit. (c) Each Credit Party Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the First Lien Notes Collateral Agent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the First Lien Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the Custodian (orredemption of any such investments and to transmit the proceeds to the Company or its designee, with respect in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any Pledged Securities Account, investment of funds in the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities shall be credited to the Collateral Account. Neither the Trustee nor the First Lien Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, as applicable, through any online service provided by such Custodian liquidation or redemption thereof made in accordance with the provisions of this (or, with respect to any Pledged Securities Account, such applicable institution maintaining such accountc).

Collateral Accounts. (ai) Subject The Trustee, as Group 1 Supplemental Interest Trust Trustee is hereby directed to perform the last sentence obligations of this Section 6.14(athe Custodian as defined under Credit Support Annex One (“Custodian One”), each Credit Party . Custodian One shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable establish Collateral AccountAccount One. Each Credit Party Collateral Account One shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of Custodian One in trust for the benefit of the Holders of the Class 1-A, Class 1-M and Class 1-B Certificates. Collateral Account One must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall be entitled “▇Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-5, Collateral Account One, Group 1 Supplemental Interest Trust Trustee, as Custodian One for the benefit of holders of the Class 1-A, Class 1-M and Class 1-B Certificates.” Custodian One shall credit to Collateral Account One all collateral (whether in the form of cash or securities) posted by Wachovia Bank, N.A. to secure the obligations of Wachovia Bank, N.A. in accordance with the terms of Credit Support Annex One. Custodian One shall maintain and apply all collateral and earnings thereon on deposit in Collateral Account One in accordance with Credit Support Annex One. A. The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Group 1 Schedule) with respect to Wachovia Bank, N.A. or upon occurrence or designation of an Early Termination Date (as defined in the Group 1 Schedule) as a result of any such Event of Default or Specified Condition with respect to Wachovia Bank, N.A., and, in either such case, unless Wachovia Bank, N.A. has paid in full all of its Obligations (as defined in Credit Support Annex One) that are then due, then any collateral posted by Wachovia Bank, N.A. in accordance with the Credit Support Annex One, shall be applied by Custodian One to the payment of any Obligations due to Party B (as defined in Credit Support Annex One) in accordance with Credit Support Annex One. Any excess collateral posted by Wachovia Bank, N.A. in accordance with Credit Support Annex One and remaining after payment of all amounts owing to Party B shall be withdrawn from Collateral Account One and paid to Wachovia Bank, N.A. in accordance with Credit Support Annex One. (ii) The Trustee, as Group 2 Supplemental Interest Trust Trustee is hereby directed to perform the obligations of the Custodian as defined under Credit Support Annex Two (“Custodian Two”). Custodian Two shall establish Collateral Account Two. Collateral Account Two shall be held in the name of Custodian Two in trust for the benefit of the Holders of the Class 2-A Certificates. Collateral Account Two must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall be entitled “Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-5, Collateral Account Two, Group 2 Supplemental Interest Trust Trustee, as Custodian Two for the benefit of holders of the Class 2-A Certificates.” Custodian Two shall credit to Collateral Account Two all collateral (whether in the form of cash or securities) posted by Wachovia Bank, N.A. to secure the obligations of Wachovia Bank, N.A. in accordance with the terms of Credit Support Annex Two. Custodian Two shall maintain and apply all collateral and earnings thereon on deposit in Collateral Account Two in accordance with Credit Support Annex Two. A. The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Group 2 Schedule) with respect to Wachovia Bank, N.A. or upon occurrence or designation of an Early Termination Date (as defined in the Group 2 Schedule) as a result of any such Event of Default or Specified Condition with respect to Wachovia Bank, N.A., and, in either such case, unless Wachovia Bank, N.A. has paid in full all of its Obligations (as defined in Credit Support Annex Two) that are then due, then any collateral posted by Wachovia Bank, N.A. in accordance with Credit Support Annex Two, shall be applied by Custodian Two to the payment of any Obligations due to Party B (as defined in Credit Support Annex Two) in accordance with Credit Support Annex Two. Any excess collateral posted by Wachovia Bank, N.A. in accordance with Credit Support Annex Two and remaining after payment of all amounts owing to Party B shall be withdrawn from Collateral Account Two and paid to Wachovia Bank, N.A. in accordance with Credit Support Annex Two. (iii) The Trustee, as Group 1 Supplemental Interest Trust Trustee is hereby directed to perform the obligations of the Custodian as defined under Credit Support Annex Three (“Custodian Three”). Custodian Three shall establish Collateral Account Three. Collateral Account Three shall be held in the name of Custodian Three in trust for the benefit of the Holders of the Class 1-A, Class 1-M and Class 1-B Certificates. Collateral Account Three must be an Eligible Account and shall be entitled “Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-5, Collateral Account Three, Group 1 Supplemental Interest Trust Trustee, as Custodian Three for the benefit of holders of the Class 1-A, Class 1-M and Class 1-B Certificates.” Custodian Three shall credit to Collateral Account Three all collateral (whether in the form of cash or securities) posted by Bank of America, N.A. to secure the obligations of Bank of America, N.A. in accordance with the terms of Credit Support Annex Three. Except for investment earnings, Bank of America, N.A. shall not have any legal, equitable or beneficial interest in Collateral Account Three other than in accordance with this Agreement, Credit Support Annex Three and applicable law. Custodian Three shall maintain and apply all collateral and earnings thereon on deposit in Collateral Account Three in accordance with Credit Support Annex Three. Cash collateral posted by Bank of America, N.A. in accordance with Credit Support Annex Three shall be invested at the written direction of Bank of America, N.A. in Permitted Investments in accordance with the requirements of Credit Support Annex Three. All amounts earned on amounts on deposit in Collateral Account Three (whether cash collateral or securities) shall be for the account of and taxable to Bank of America, N.A. The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Group 1 Cap Contract with Bank of America, N.A.) with respect to Bank of America, N.A. or upon occurrence or designation of an Early Termination Date (as defined in the Group 1 Cap Contract with Bank of America, N.A.) as a result of any such Event of Default or Specified Condition with respect to Bank of America, N.A., and, in either such case, unless Bank of America, N.A. has paid in full all of its Obligations (as defined in Credit Support Annex Three) that are then due, then any collateral posted by Bank of America, N.A. in accordance with Credit Support Annex Three, shall be applied by Custodian Three to the payment of any Obligations due to Party B (as defined in Credit Support Annex Three) in accordance with Credit Support Annex Three. Any excess collateral posted by Bank of America, N.A. in accordance with Credit Support Annex Three and remaining after payment of all amounts owing to Party B shall be withdrawn from Collateral Account Three and paid to Bank of America, N.A. in accordance with Credit Support Annex Three. (iv) The Trustee, as Group 2 Supplemental Interest Trust Trustee is hereby directed to perform the obligations of the Custodian as defined under Credit Support Annex Four (“Custodian Four”). Custodian Four shall establish Collateral Account Four. Collateral Account Four shall be held in the name of Custodian Four in trust for the benefit of the Holders of the Class 2-A Certificates. Collateral Account Four must be an Eligible Account and shall be entitled “Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-5, Collateral Account Four, Group 2 Supplemental Interest Trust Trustee, as Custodian Four for the benefit of holders of the Class 2-A Certificates.” Custodian Four shall credit to Collateral Account Four all collateral (whether in the form of cash or securities) posted by Bear S▇▇▇▇▇▇ ▇▇▇Financial Products Inc. to secure the obligations of Bear S▇▇▇▇▇▇ Private Markets Fund Financial Products Inc. in accordance with the terms of Credit Support Annex Four. Except for investment earnings, Bear S▇▇▇▇▇▇ Financial Products Inc. shall not have any legal, equitable or beneficial interest in Collateral Account Four other than in accordance with this Agreement, Credit Support Annex Four and applicable law. Custodian Four shall maintain and apply all collateral and earnings thereon on deposit in Collateral Account Four in accordance with Credit Support Annex Four. Cash collateral posted by Bear S▇▇▇▇▇▇ Financial Products Inc. in accordance with Credit Support Annex Four shall be invested at the written direction of Bear S▇▇▇▇▇▇ Financial Products Inc. in Permitted Investments in accordance with the requirements of Credit Support Annex Four. All amounts earned on amounts on deposit in Collateral Account Four (pledged whether cash collateral or securities) shall be for the account of and taxable to Barclays Bank PLC)” on Bear S▇▇▇▇▇▇ Financial Products Inc. The Trustee shall not be liable for the books and records selection of investments or investment losses incurred thereon. Upon the Custodian. Holding I shall ensure that occurrence of an Event of Default or Specified Condition (each of its Collateral Accounts is titled as defined in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (cGroup 2 Cap Contract with Bear S▇▇▇▇▇▇ Financial Products Inc.) Each Credit Party will cause the Custodian (or, with respect to Bear S▇▇▇▇▇▇ Financial Products Inc. or upon occurrence or designation of an Early Termination Date (as defined in the Group 2 Cap Contract with Bear S▇▇▇▇▇▇ Financial Products Inc.) as a result of any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, Event of Default or Specified Condition with respect to Bear S▇▇▇▇▇▇ Financial Products Inc., and, in either such case, unless Bear S▇▇▇▇▇▇ Financial Products Inc. has paid in full all of its Obligations (as defined in Credit Support Annex Three) that are then due, then any Pledged Securities Accountcollateral posted by Bear S▇▇▇▇▇▇ Financial Products Inc. in accordance with Credit Support Annex Four, such applicable institution maintaining such account)shall be applied by Custodian Four to the payment of any Obligations due to Party B (as defined in Credit Support Annex Four) in accordance with Credit Support Annex Four. Any excess collateral posted by Bear S▇▇▇▇▇▇ Financial Products Inc. in accordance with Credit Support Annex Four and remaining after payment of all amounts owing to Party B shall be withdrawn from Collateral Account Four and paid to Bear S▇▇▇▇▇▇ Financial Products Inc. in accordance with Credit Support Annex Four.

Collateral Accounts. (aA) Subject to The Supplemental Interest Trust Trustee shall establish and maintain the last sentence of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Swap Collateral Account, a non-interest bearing trust account, in which collateral received from the Swap Provider pursuant to the Swap Agreement shall be deposited. Funds in the Swap Collateral Account may be invested in Permitted Investments as directed by the Swap Provider in writing to the Supplemental Interest Trust Trustee. All such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower investments shall ensure that each of its Collateral Accounts is titled be made in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books Supplemental Interest Trust Trustee and records all income and gain realized from the investment of funds deposited in the Swap Collateral Account shall be for the benefit of the CustodianSwap Provider. Holding I At the time the Swap Provider directs the Supplemental Interest Trust Trustee to invest funds held in the Swap Collateral Account, the Swap Provider shall ensure that each agree in writing to deposit in the Swap Collateral Account the amount of any loss of principal incurred in respect of any investment made with funds in such account immediately upon realization of such loss. In the absence of written instructions and the agreement described in the preceding sentence, all funds in the Swap Collateral Account shall remain uninvested. The Supplemental Interest Trust Trustee shall withdraw from the Swap Collateral Account and return to the Swap Provider collateral held in the Swap Collateral Account as provided in the Swap Agreement. Upon the occurrence of a Swap Agreement Event of Default, Specified Condition, unless the Swap Provider has paid in full all of its obligations that are then due, then any collateral posted by the Swap Provider shall be applied to the payment of any obligations due to the Supplemental Interest Trust Trustee in accordance with the Swap Agreement. (B) The Supplemental Interest Trust Trustee shall give notice to the Swap Provider of the location of the Swap Collateral Accounts is titled Account maintained by it when established and prior to any change thereof. (C) The Supplemental Interest Trust Trustee shall establish and maintain the Corridor Collateral Account, a non-interest bearing trust account, in which collateral received from the Corridor Provider pursuant to the Corridor Agreement shall be deposited. Funds in the Corridor Collateral Account may be invested in Permitted Investments as directed by the Corridor Provider in writing to the Supplemental Interest Trust Trustee. All such investments shall be made in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books Supplemental Interest Trust Trustee and records all income and gain realized from the investment of funds deposited in the Corridor Collateral Account shall be for the benefit of the CustodianCorridor Provider. Holding II shall ensure that each of its Collateral Accounts is titled At the time the Corridor Provider directs the Supplemental Interest Trust Trustee to invest funds held in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Corridor Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining Corridor Provider shall agree in writing to deposit in the Corridor Collateral Account the amount of any loss of principal incurred in respect of any investment made with funds in such account) to provide account immediately upon realization of such loss. In the Agent with “read-only” internet access to each absence of written instructions and the agreement described in the preceding sentence, all funds in the Corridor Collateral Account shall remain uninvested. The Supplemental Interest Trust Trustee shall withdraw from the Corridor Collateral Account and Pledged Securities Accountreturn to the Corridor Provider collateral held in the Corridor Collateral Account as provided in the Corridor Agreement. Upon the occurrence of a Corridor Agreement Event of Default, as applicableSpecified Condition or Early Termination Date which results from a Corridor Agreement Event of Default or Specified Condition, through unless the Corridor Provider has paid in full all of its obligations that are then due, then any online service provided collateral posted by such Custodian (or, with the Corridor Provider shall be applied to the payment of any obligations due to the Supplemental Interest Trust Trustee shall apply any proceeds in respect of collateral held in the Corridor Collateral Account to any Pledged Securities Account, such applicable institution maintaining such account)amounts payable by the Corridor Provider under in accordance with the Corridor Agreement.

Collateral Accounts. (a) Subject The Borrower will from time to time instruct the Custodian, by any of the means mutually agreed to between the Borrower and the Custodian, to segregate certain U.S. cash, U.S. Government securities, or other U.S. securities or foreign securities (exclusive of Japanese government bonds) to the last sentence of this Section 6.14(aextent in each case acceptable to all parties hereto and in which the Borrower has granted a security interest to the Agent (after giving effect to the segregation, the “Collateral”), each Credit Party shall cause all of its assets . (b) Collateral other than cash Collateral will be identified and segregated on the Custodian’s books and records and credited to a securities account under the name of the Borrower as the entitlement holder for the benefit of the Agent. The identification and segregation of the Collateral are herein referred to as the “Securities Account”. (xc) Fund AssetsThe Custodian will satisfy the requirement to segregate cash Collateral by identifying and crediting the cash Collateral to one or more separate deposit accounts (collectively, the “Deposit Account” and, together with the Securities Account, the “Collateral Accounts”) under the name of the Borrower as the Custodian’s customer for the benefit of the Agent. (yd) The Custodian will credit to the Borrower’s Equity Interests in any Holding Vehicle custodial account, exclusive of the Collateral Accounts, all interest, dividends and other income and other distributions (zincluding, without limitation, maturity proceeds) any cash held in any Excluded Accountreceived by the Custodian on the Collateral. Cash interest, to dividends and other income and other distributions will be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid credited to the applicable Collateral Account; provided thatDeposit Account and non-cash interest, in dividends and other income and other distributions will be credited to the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (be) The Custodian may in its discretion decline to follow an instruction originated by the Borrower under Section 2(a) if following the instruction would in the Custodian’s sole judgment, after taking into account the subordination in Section 7(c), result in any remaining assets in the custodial account being inadequate to cover any obligations of the Borrower to the Custodian. The Custodian will notify the Borrower of any decision to decline to follow the instruction. (f) The Borrower shall ensure that each of its Collateral Accounts is titled in will pay to the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged Custodian the monthly fee agreed to Barclays Bank PLC)” on between the books Borrower and records the Custodian for the opening and ongoing maintenance of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the CustodianAccounts. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).

Collateral Accounts. Each Borrower or Lessor, as the context may require, shall establish prior to the relevant Drawdown Date at the Security Trustee an account (aeach a “Collateral Account” and together the “Collateral Accounts”) in the name of and under the control of the Security Trustee, into which all Basic Rent, Return Compensation Payments and any Event of Loss proceeds, and any other amounts payable by the relevant Lessee to such Mortgagor under the relevant Lease (including proceeds of insurance but excluding any Excluded Payment, any maintenance reserves or supplemental rent payable under such Lease and any security deposit payable under such Lease), and all amounts payable in connection with the Loan related to the related Aircraft under the Loan Operative Documents, including without limitation any amounts payable to the relevant Borrower under a Swap Agreement with respect thereto, shall be deposited into the relevant Collateral Account. The balance from time to time in the Collateral Accounts shall be under the control of the Security Trustee and shall constitute part of the Mortgaged Property hereunder and shall not constitute payment of the Secured Obligations until applied as herein provided and shall be subject to withdrawal only as provided herein. All amounts deposited into the Collateral Accounts shall be applied in the manner set forth in Section 3.01 (subject to Section 3.02 or 3.03, as the case may be). Subject to the last sentence of this Section 6.14(a)foregoing, each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle relevant Mortgagor and (z) any cash held in any Excluded Account, the Security Trustee hereby irrevocably instruct Wilmington Trust Company to be paid to and held apply amounts on deposit in the applicable Collateral AccountAccounts in the manner set forth in Section 3.01, 3.02 or 3.03, as the case may be. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Such Mortgagor and the Borrower’s direct Security Trustee agree that any amounts received into the relevant Collateral Account and not immediately applied pursuant to Section 3.01 or indirect Equity Interests 3.02 may be invested from time to time in Agreed Investments unless otherwise instructed by the Holding Vehicles relevant Mortgagor, or, following the occurrence of a Default or an Event of Default which is continuing, the Required Participants, and that any income earned or losses incurred on such investments will be for the Additional Pledgor account of the relevant Mortgagor (where funds credited to such Collateral Account are invested). For the avoidance of doubt, the Mortgagee and each Mortgagor agrees that any maintenance reserves or supplemental rent payable under a Lease and any security deposit payable under a Lease that is deposited in a Collateral Account may be paid to the applicable Collateral Account; provided that, in relevant Mortgagor or the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountBorrower Parent. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).

Collateral Accounts. Borrower shall, and shall cause each Guarantor to, provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Borrower or Guarantor at any time maintains (and in connection with any such Collateral Account established after the Closing Date, prior to opening such Collateral Account), Borrower shall, and shall cause each Guarantor to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement, inter alia, (a) Subject provides that, upon written notice from Agent, such bank or financial institution shall comply with instructions originated by Agent directing disposition of the funds in such Collateral Account without further consent by Borrower or such Guarantor and (b) may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) the last sentence Deposit Account maintained at Zions Bank as set out in the Perfection Certificate for so long as the balance maintained in such account does not exceed Five Hundred Fifty Thousand Dollars ($500,000) at any time, (ii) Deposit Accounts subject to a Lien permitted by clause (k) of this Section 6.14(a)the definition of “Permitted Liens” for so long as a Lien in favor of Agent on such Deposit Account is prohibited, each (iii) Deposit Accounts exclusively used for payroll, payroll taxes and, in Agent’s discretion, other employee wage and benefit payments to or for the benefit of a Credit Party shall cause Party’s employees and identified to Agent by Borrower as such; provided, however, that, at all times from and after the date which is thirty (30) days following the earlier to occur of its assets other than (x) Fund Assets, the initial Tranche 2 Funding Date and (y) the Borrower’s Equity Interests cash and cash equivalents as of the end of any month do not exceed $30,000,000, Borrower shall maintain one (1) or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any Holding Vehicle other Deposit Account. The total amount of cash and cash equivalents held by (i) Recursion GmbH in Deposit Accounts shall not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000) (or the foreign currency equivalent thereof) at any one time and (zii) any cash held in any Excluded AccountSubsidiaries that are not Guarantors (other than Recursion GmbH) shall not, to be paid to and held individually or in the applicable Collateral Account. Each Credit Party shall cause all Distributions aggregate, exceed Five Hundred Thousand Dollars (including Distributions In Kind$500,000) in respect of Fund Assets and (or the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives foreign currency equivalent thereof) at any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Accountone time. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).

Collateral Accounts. (a) Subject to the last sentence of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b1) The Borrower shall ensure that each of its Collateral shall, on or prior to the Initial Funding Date, establish at the Borrower Accounts is titled Securities Intermediary a segregated trust account in the name “Gladwyne Funding LLC, subject to the lien of “▇▇▇W▇▇▇▇ ▇▇▇▇▇Fargo Bank, National Association, as Collateral Agent on behalf of the Secured Parties”, which shall be designated as the Borrowing Base Collateral Account, which shall be held by the Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement into which the Borrower shall from time to time deposit Collateral (other than Buffer Assets). All Collateral deposited from time to time in the Borrowing Base Collateral Account pursuant to this Agreement shall be held in trust by the Collateral Agent as part of the Collateral and shall be applied to the purposes provided herein. The Collateral Agent agrees to give the Borrower and the Administrative Agent notice as soon as practicable under the circumstances if an Authorized Officer of the Collateral Agent obtains actual knowledge or receives written notice that the Borrowing Base Collateral Account or any funds on deposit therein, or otherwise to the credit of the Borrowing Base Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Borrowing Base Collateral Account other than in accordance with the provisions of this Agreement and the Securities Account Control Agreement. At all times, the Borrowing Base Collateral Account shall remain at an institution that satisfies the requirements of Section 6.1. (2) The Borrower shall, on or prior to the Initial Funding Date, establish at the Borrower Accounts Securities Intermediary a segregated trust account in the name “Gladwyne Funding LLC, subject to the lien of W▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” Fargo Bank, National Association, as Collateral Agent on the books and records behalf of the CustodianSecured Parties”, which shall be designated as the Buffer Asset Collateral Account, which shall be held by the Borrower Accounts Securities Intermediary in accordance with the Securities Account Control Agreement into which the Borrower shall from time to time deposit Buffer Assets and all other Collateral related thereto. Holding I shall ensure that each of its All Collateral Accounts is titled deposited from time to time in the name of “AlpInvest CAPM Holdings, LLC (pledged Buffer Asset Collateral Account pursuant to Barclays Bank PLC)” on this Agreement shall be held in trust by the books and records Collateral Agent as part of the CustodianCollateral and shall be applied to the purposes provided herein. Holding II The Collateral Agent agrees to give the Borrower and the Administrative Agent notice as soon as practicable under the circumstances if an Authorized Officer of the Collateral Agent obtains actual knowledge or receives written notice that the Buffer Asset Collateral Account or any funds on deposit therein, or otherwise to the credit of the Buffer Asset Collateral Account, shall ensure that each become subject to any writ, order, judgment, warrant of its Collateral Accounts is titled attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the name Buffer Asset Collateral Account other than in accordance with the provisions of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on this Agreement and the books and records of the CustodianSecurities Account Control Agreement. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities AccountAt all times, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Buffer Asset Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable shall remain at an institution maintaining such account)that satisfies the requirements of Section 6.1.

Collateral Accounts. (a) Subject to the last sentence of this Section 6.14(a)Borrower shall, and shall cause each Credit Party to, provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Borrower or Secured Guarantor at any time maintains, Borrower shall, and shall cause each Borrower or Secured Guarantor to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Credit Party’s employees and identified to Agent by Borrower as such; provided, however, that at all times Borrower and each Secured Guarantor shall maintain one or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account, (ii) the Lease Letter of its assets other than Credit, and (iii) the LC Collateral Account. Borrower shall, and shall cause (x) Fund Assetseach Credit Party (other than the Securities Subsidiary so long as, after February 26, 2016, it continues to qualify as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B.1) to maintain all its Deposit Accounts, primary Securities Accounts and other transaction accounts with Square 1 and its Affiliates, or, in the case of Securities Accounts, with other depository institutions constituting securities intermediaries where Square 1 or its Affiliates are providing investment advisory services with respect to the assets held in such Securities Accounts and (y) the Borrower’s Equity Interests Securities Subsidiary (at any time it is not required pursuant to clause (x) above to maintain its accounts with Square 1 and its Affiliates ) to maintain its assets in depository and securities accounts that permit daily monitoring by Agent and any Lender, to the extent such monitoring is permitted by the financial institutions at which such accounts are held and, if such daily monitoring is not available, to provide to Agent or any Lender promptly (and in any Holding Vehicle event within one (1) Business Day) upon request, a report of cash and securities balances in form and substance reasonably satisfactory to Agent or such Lender for any such accounts owned by the Securities Subsidiary. Borrower and the Secured Guarantor shall at all times maintain in one or more Collateral Accounts, each subject to a Control Agreement, an amount of cash and/or cash equivalents equal to or greater than the lesser of (i) the sum of (A) the outstanding principal amount of the Obligations plus (B) five percent (5%) of the outstanding principal amount of the Obligations, or (ii) the difference of (A) the amount of any and all cash and cash equivalents of Borrower and its Subsidiaries on a consolidated basis and (zB) any cash held $5,000. For the avoidance of doubt, no Collateral Account shall be subject to a Lien in favor of Agent pursuant to the Financing Documents unless otherwise required pursuant to Section 6.8 of this Agreement.” (e) Section 6.8 of the Credit Agreement is hereby amended by the addition of the following new sentence at the end of such section: “Notwithstanding the foregoing, so long as the Securities Subsidiary (i) promptly (and in any Excluded Accountevent by not later than December 31, to be paid to and held in 2015) after the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid Second Amendment Effective Date applies to the applicable Collateral AccountMassachusetts Department of Revenue for qualification as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B.1, (ii) receives approval by not later than February 26, 2016, and (iii) continues to qualify as a “Security Corporation”, such Securities Subsidiary shall not be subject to the Joinder Requirements; provided provided, that, for the avoidance of doubt, (i) if at any time the Securities Subsidiary is denied approval as a “Security Corporation,” or there is a determination by and notice from the Massachusetts Department of Revenue that the Securities Subsidiary ceases to qualify as “Security Corporation” after receipt of approval, it shall promptly (and in any event within ten (10) Business Days) become subject to the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that canJoinder Requirements and shall promptly execute and deliver the required items, (ii) Borrower shall not be held permitted to make any Investment in a Collateral Account, such Credit Party shall, upon the reasonable request Securities Subsidiary other than pursuant to clause (j) of the definition of Permitted Investments and (iii) the Securities Subsidiary shall be subject to a pledge by Borrower of 100% of the Securities Subsidiary’s equity interests pursuant to a pledge agreement in form and substance satisfactory to Agent. In furtherance of the foregoing, hold Borrower shall provide written notice to Agent and Lenders if, at any time, the Securities Subsidiary receives written notice or otherwise determines or becomes aware that it is denied approval or ceases to qualify as a “Security Corporation” by not later than two (2) Business Days after receipt of such Distribution in an Pledged Securities Accountnotice or such date of determination.” (bf) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records Section 7.3 of the Custodian. Holding I shall ensure that each of Credit Agreement is hereby amended by deleting it in its Collateral Accounts is titled entirety and substituting in lieu thereof the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).following revised Section 7.3:

Collateral Accounts. (a) Subject Upon the occurrence of an event by a Swap Provider requiring such party to the last sentence of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held post collateral as described in the applicable Swap Agreement, the Securities Administrator shall establish and maintain with itself, as agent for the Trustee, on behalf of the Supplement Interest Trust, separate, segregated trust accounts (the “Collateral Accounts”) titled, “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA5, Mortgage Pass-Through Certificate Swap Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) ” and “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in respect trust for the Holders of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA5 Mortgage Pass-Through Class A-1A Swap Collateral Account; provided that”, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that canrespectively. The Collateral Accounts shall be Eligible Direct Support Accounts, and funds on deposit therein shall be held separate and apart from, and shall not be held in a Collateral Accountcommingled with, such Credit Party shallany other monies, upon the reasonable request including, without limitation, other monies of the Agent, hold such Distribution in an Pledged Securities AccountAdministrator held pursuant to this Agreement. (b) Funds required to be held pursuant to the Credit Support Annex shall be deposited into the respective Collateral Accounts. Funds posted by any Derivative Provider (or its credit support provider) in the related Collateral Account shall be invested in Eligible Investments as directed by the related Derivative Counterparty (or its credit support provider), and in the absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to such Derivative Provider pursuant to the terms of the related Credit Support Annex. The Borrower Securities Administrator shall ensure that each not be liable for any losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Derivative Payments owed by a Derivative Provider as a result of its failure to make payments pursuant to the related Derivative Agreement, amounts necessary to cover such shortfall shall be removed from the related Collateral Account, remitted to the related Derivative Account and distributed as all or a portion of such Derivative Amount pursuant to Section 4.1(a)(vi) through (viii), as applicable. Any amounts on deposit in the Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund required to be returned to such Derivative Provider (pledged to Barclays Bank PLC)” on the books and records or its credit support provider) as a result of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records termination of the Custodian. Holding II related Derivative Agreement, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or (iv) otherwise pursuant to the related Derivative Agreement, shall ensure that each of its Collateral Accounts is titled in be released directly to such Derivative Provider pursuant to the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records terms of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianrelated Credit Support Annex. (c) Each Upon the termination of the Trust Fund, any amounts remaining in the Collateral Accounts shall be distributed by the Securities Administrator as required pursuant to the terms of the Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)Support Annex.

Collateral Accounts. (ai) Subject The Trustee, as Group 1 Supplemental Interest Trust Trustee is hereby directed to perform the last sentence obligations of this Section 6.14(athe Custodian as defined under the Group 1 Credit Support Annexes (“Group 1 Custodian”), each Credit Party . The Group 1 Custodian shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable establish Group 1 Collateral Account. Each Credit Party The Group 1 Collateral Account shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records Group 1 Custodian in trust for the benefit of the CustodianHolders of the Class 1-A, Class 1-M and Class 1-B Certificates. Holding I The Group 1 Collateral Account must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall ensure that be entitled “[ ], Mortgage Pass-Through Certificates, Series [ ], Group 1 Collateral Account, Group 1 Supplemental Interest Trust Trustee, as Group 1 Custodian for the benefit of holders of the Class 1-A, Class 1-M and Class 1-B Certificates.” The Group 1 Custodian shall credit to the Group 1 Collateral Account all collateral (whether in the form of cash or securities) posted by [CAP/SWAP COUNTERPARTY] to secure the obligations of [CAP/SWAP COUNTERPARTY] in accordance with the terms of the related Group 1 Credit Support Annex. The Group 1 Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Group 1 Collateral Account in accordance with the related Group 1 Credit Support Annex. Cash collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex shall be invested at the written direction of [CAP/SWAP COUNTERPARTY] in Permitted Investments in accordance with the requirements of the related Group 1 Credit Support Annex. All amounts earned on amounts on deposit in the Group 1 Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to [CAP/SWAP COUNTERPARTY] The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Group 1 Schedule) with respect to [CAP/SWAP COUNTERPARTY] or upon occurrence or designation of an Early Termination Date (as defined in the Group 1 Schedule) as a result of any such Event of Default or Specified Condition with respect to [CAP/SWAP COUNTERPARTY], and, in either such case, unless [CAP/SWAP COUNTERPARTY] has paid in full all of its Obligations (as defined in the related Group 1 Credit Support Annex) that are then due, then any collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex, shall be applied by the Group 1 Custodian to the payment of any Obligations due to Party B (as defined in the related Group 1 Credit Support Annex) in accordance with the related Group 1 Credit Support Annex. Any excess collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex and remaining after payment of all amounts owing to Party B shall be withdrawn from the Group 1 Collateral Accounts Account and paid to [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex. (ii) The Trustee, as Group 2 Supplemental Interest Trust Trustee is titled hereby directed to perform the obligations of the Custodian as defined under Group 2 Credit Support Annexes (“Group 2 Custodian”). The Group 2 Custodian shall establish the Group 2 Collateral Account. The Group 2 Collateral Account shall be held in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records Group 2 Custodian in trust for the benefit of the CustodianHolders of the Class 2-A Certificates. Holding II The Group 2 Collateral Account must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall ensure that each be entitled “[ ], Mortgage Pass-Through Certificates, Series [ ], Group 2 Collateral Account, Group 2 Supplemental Interest Trust Trustee, as Group 2 Custodian for the benefit of its holders of the Class 2-A Certificates.” The Group 2 Custodian shall credit to the Group 2 Collateral Accounts is titled Account all collateral (whether in the name form of “AlpInvest Seed Fund Limited Partner, LLC (pledged cash or securities) posted by [CAP/SWAP COUNTERPARTY] to Barclays Bank PLC)” on secure the books and records obligations of [CAP/SWAP COUNTERPARTY] in accordance with the terms of the Custodianrelated Group 2 Credit Support Annex. Holding III The Group 2 Custodian shall ensure that each of its Collateral Accounts is titled maintain and apply all collateral and earnings thereon on deposit in the name Group 2 Collateral Account in accordance with the related Group 2 Credit Support Annex. Cash collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex shall be invested at the written direction of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on [CAP/SWAP COUNTERPARTY] in Permitted Investments in accordance with the books and records requirements of the Custodianrelated Group 2 Credit Support Annex. Holding IV shall ensure that each of its Collateral Accounts is titled All amounts earned on amounts on deposit in the name Group 2 Collateral Account (whether cash collateral or securities) shall be for the account of “ACP 2022 Marvel Blocker LLC and taxable to [CAP/SWAP COUNTERPARTY] The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (pledged to Barclays Bank PLC)” on each as defined in the books and records of the Custodian. (cGroup 2 Schedule) Each Credit Party will cause the Custodian (or, with respect to [CAP/SWAP COUNTERPARTY] or upon occurrence or designation of an Early Termination Date (as defined in the Group 2 Schedule) as a result of any Pledged Securities Accountsuch Event of Default or Specified Condition with respect to [CAP/SWAP COUNTERPARTY], and, in either such case, unless [CAP/SWAP COUNTERPARTY] has paid in full all of its Obligations (as defined in the applicable institution maintaining such accountrelated Group 2 Credit Support Annex) that are then due, then any collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex, shall be applied by the Group 2 Custodian to provide the Agent payment of any Obligations due to Party B (as defined in the related Group 2 Credit Support Annex) in accordance with “read-only” internet access the related Group 2 Credit Support Annex. Any excess collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex and remaining after payment of all amounts owing to each Party B shall be withdrawn from the Group 2 Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, paid to [CAP/SWAP COUNTERPARTY] in accordance with respect to any Pledged Securities Account, such applicable institution maintaining such account)the related Group 2 Credit Support Annex.

Collateral Accounts. (a) Subject to the last sentence of this Section 6.14(a), each Credit Party Borrower shall cause all Mortgage Borrower and Hotel Lessee to comply with the obligations of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests Mortgage Borrower set forth in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request Article V of the Agent, hold such Distribution in an Pledged Securities AccountMortgage Loan Agreement. (b) The Borrower shall ensure that each not, nor shall Borrower permit or cause Mortgage Borrower or Hotel Lessee to, further pledge, assign or grant any security interest in the Collection Account, the Cash Management Account, the Mortgage Reserve Accounts or any of its the other Mezzanine Collateral Accounts is titled or the monies deposited therein, or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, except for the security interests granted by Mortgage Borrower and Hotel Lessee in favor of Mortgage Administrative Agent pursuant to the name Mortgage Loan Documents or in favor of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged Administrative Agent pursuant to Barclays Bank PLC)” on the books and records of Loan Documents, or any UCC-1 Financing Statements, except those naming Administrative Agent or Mortgage Administrative Agent as the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdingssecured party, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianbe filed with respect thereto. (c) Each Credit Party will cause If the Custodian (or, with respect Mortgage Loan is no longer outstanding or if Mortgage Administrative Agent waives the requirement of Mortgage Borrower and Hotel Lessee to any Pledged Securities maintain the Collection Account, the applicable institution maintaining such Cash Management Account, the Mortgage Reserve Accounts or any other Collateral Accounts established and maintained by Mortgage Borrower, Hotel Lessee or Mortgage Administrative Agent under the Mortgage Loan Documents, or if the Mortgage Loan has been repaid in full, (i) Administrative Agent shall establish and maintain, in the name of Borrower, as debtor, for the benefit of Administrative Agent on behalf of the Lenders, as secured party, a collection account) to provide the Agent with “read-only” internet access to each Collateral Account , a cash management account, reserve accounts and Pledged Securities Accountany other collateral accounts, as applicable, through any online service provided by that would operate in the same way as the Collection Accounts, the Cash Management Account, all Mortgage Reserve Accounts and other Collateral Accounts under the Mortgage Loan Agreement or shall use the applicable Collateral Accounts for such Custodian purpose, (or, ii) Borrower and Administrative Agent shall execute and deliver account control agreements with respect to any Pledged Securities Accountsuch accounts in the form of the account control agreements executed and delivered by Mortgage Borrower or Hotel Lessee, as applicable, and Mortgage Administrative Agent with respect to the applicable Collateral Accounts, and (iii) Borrower, Administrative Agent and the Lenders shall execute and deliver an amendment to this Agreement, in form and substance reasonably acceptable to all parties, which shall incorporate herein the provisions of the applicable Sections of Article V of the Mortgage Loan Agreement, in each case, in substantially the form set forth in the Mortgage Loan Agreement, with such applicable institution maintaining such account)changes as are necessary if the Mortgage Loan has been paid in full.

Collateral Accounts. (a) Subject The Borrowers and each Borrowing Base Guarantor shall notify the Collateral Agents promptly of: (i) any material delay in the performance by the Borrowers or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Party relating to the last sentence financial condition of this Section 6.14(a)any Account Debtor and (iii) any event or circumstance which, each Credit Party shall cause all of its assets other than (x) Fund Assetsto any Loan Party's knowledge, (y) the Borrower’s Equity Interests would result in any Holding Vehicle Account no longer constituting an Eligible Account. The Borrowers and (z) each Borrowing Base Guarantor hereby agree not to grant to any cash held in Account Debtor any Excluded Accountcredit, discount, allowance or extension, or to be paid to and held in enter into any agreement for any of the foregoing, without the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests Agents consent, except in the Holding Vehicles ordinary course of business in accordance with practices and policies previously disclosed in writing to the Additional Pledgor to be paid to Collateral Agents. So long as no Event of Default exists or has occurred and is continuing, the Borrowers and each Borrowing Base Guarantor may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party Agents shall, upon at their option, have the reasonable request exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of the Agentany Loan Party or grant any credits, hold such Distribution in an Pledged Securities Accountdiscounts or allowances. (b) The Borrower With respect to each Account: (i) the amounts shown on any invoice delivered to Collateral Agents or schedule thereof delivered to Collateral Agents shall ensure that each be true and complete in all material respects, (ii) no payments shall be made thereon except payments immediately delivered to Collateral Agents pursuant to the terms of its this Agreement or any applicable Security Document (to the extent so required), (iii) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to Collateral Accounts is titled Agents and promptly reflected in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records reporting of the Custodian. Holding I shall ensure that each Borrowing Base, in accordance with the terms of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdingsthis Agreement, LLC and (pledged to Barclays Bank PLC)” on the books and records iv) none of the Custodian. Holding II shall ensure that each of transactions giving rise thereto will violate any applicable laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianterms. (c) Each Credit Party will cause Collateral Agents shall have the Custodian (orright at any time or times, with respect in Collateral Agents' name or in the name of a nominee of a Collateral Agent, to verify the validity, amount or any other matter relating to any Pledged Securities AccountAccount or other Collateral, by mail, telephone, e-mail, facsimile transmission or otherwise. To facilitate the exercise of the right described in the immediately preceding sentence, the applicable institution maintaining such account) Borrowers hereby agrees to provide Collateral Agents upon request the Agent with “read-only” internet access to name and address of each Collateral Account Debtor of the Borrowers and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)Borrowing Base Guarantors.

Collateral Accounts. (a) Subject Upon the occurrence of an event by a Swap Provider requiring such party to the last sentence of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held post collateral as described in the applicable Swap Agreement, the Securities Administrator shall establish and maintain with itself, as agent for the Trustee, on behalf of the Supplemental Interest Trust, separate, segregated trust accounts (the “Collateral Accounts”) titled, “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4, Mortgage Pass-Through Floor Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) ”, “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in respect trust for the Holders of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4, Mortgage Pass-Through Certificate Swap Collateral Account; provided that” , “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in trust for the event a Credit Party receives any Distribution from any Fund Asset consisting Holders of securities that canDeutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4 Mortgage Pass-Through Class I-A-1B Swap Collateral Account” and “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4 Mortgage Pass-Through Class A-2A Swap Collateral Account”, respectively. The Collateral Accounts shall be Eligible Direct Support Accounts, and funds on deposit therein shall be held separate and apart from, and shall not be held in a Collateral Accountcommingled with, such Credit Party shallany other monies, upon the reasonable request including, without limitation, other monies of the Agent, hold such Distribution in an Pledged Securities AccountAdministrator held pursuant to this Agreement. (b) Funds required to be held pursuant to the Credit Support Annex shall be deposited into the respective Collateral Accounts. Funds posted by any Derivative Provider (or its credit support provider) in the related Collateral Account shall be invested in Eligible Investments as directed by the related Derivative Counterparty (or its credit support provider), and in the absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to such Derivative Provider pursuant to the terms of the related Credit Support Annex. The Borrower Securities Administrator shall ensure that each not be liable for any losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Derivative Payments owed by a Derivative Provider as a result of its failure to make payments pursuant to the related Derivative Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the related Derivative Account and distributed as all or a portion of such Derivative Amount pursuant to Section 4.1(a)(vi) through (viii), as applicable. Any amounts on deposit in the Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund required to be returned to such Derivative Provider (pledged to Barclays Bank PLC)” on the books and records or its credit support provider) as a result of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records termination of the Custodian. Holding II related Derivative Agreement, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or (iv) otherwise pursuant to the related Derivative Agreement, shall ensure that each of its Collateral Accounts is titled in be released directly to such Derivative Provider pursuant to the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records terms of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianrelated Credit Support Annex. (c) Each Upon the termination of the Trust Fund, any amounts remaining in the Collateral Accounts shall be distributed by the Securities Administrator as required pursuant to the terms of the Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)Support Annex.

Collateral Accounts. (a) Subject Borrowers shall, and shall cause Parking Manager to, cause the Net Parking Revenue, and cause Garage Manager to cause all Garage Revenue (other than revenue allocable to parking in the Garage) and shall cause each of the credit card companies with which Garage Fee Borrower, Garage Manager or Parking Manager has entered into merchant’s or other credit card agreements (collectively, “Credit Card Agreements”) that all revenues paid by such credit card companies with respect to the last sentence Garage Property (less any processing fees which are owed such credit card company in accordance with the terms of this Section 6.14(aits respective Credit Card Agreement), each Credit Party shall cause in accordance with such merchant’s agreements or otherwise, and all of its assets other than (x) Fund Assetsamounts received from Garage Fee Borrower, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, Garage Manager or Parking Manager to be paid to transmitted directly into a trust account (the “Clearing Account”) established and held maintained by Borrowers as more fully described in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountClearing Account Agreement. (b) For so long as the Existing Hotel Management Agreement and/or 2025 Hotel Management Agreement are in effect, Borrowers shall, and shall cause Sheraton Hotel Manager to, cause all Operating Profit (as defined in the Existing Hotel Management Agreement and 2025 Hotel Management Agreement) allocable to Hotel Fee Borrower and/or Operating Lessee Borrower to be transmitted directly into the Clearing Account. If the Existing Hotel Management Agreement and/or 2025 Hotel Management Agreement is not in full force and effect, Borrowers shall enter into any amendments to the cash management provisions in this Article IV and the Cash Management Agreement requested by Agent to cause all Hotel Revenue to be deposited directly into the Clearing Account. Borrowers shall cooperate in good faith with Agent’s efforts to cause the funds in the Hotel Manager FF&E Reserve to be deposited into an account subject to the control of Agent, pursuant to an account agreement between the depository bank where such funds will be held, Hotel Manager, Operating Lessee Borrower, Hotel Fee Borrower and Agent, in form and substance reasonably acceptable to Agent. (c) To the extent Borrowers receive notice from the Clearing Bank that it intends to terminate the Clearing Account Agreement, Borrowers shall establish a new Clearing Account at an Eligible Institution reasonably approved by Agent and enter into a new clearing account agreement that is substantially similar to then-existing Clearing Account Agreement (with such changes as are reasonably approved by Agent) on or prior to the date such then-existing Clearing Account Agreement is terminated. Without in any way limiting the foregoing, if Borrowers or Garage Manager receive any Revenue from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit, and as the property, of Agent (on behalf of Lenders), (ii) such amounts shall not be commingled with any other funds or property of Borrowers or Garage Manager and (iii) Borrowers and Garage Manager shall deposit such amounts in the Clearing Account within two (2) Business Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into the Cash Management Account and applied and disbursed in accordance with this Agreement. The Borrower Clearing Account Agreement shall ensure govern, among other things, the deposit of funds into and the withdrawal of funds from the Clearing Account, which Clearing Account shall be under the sole dominion and control of Agent, and the Clearing Account Agreement 49289660 shall contain the irrevocable instructions of Borrowers to Clearing Bank, and Clearing Bank’s agreement, to follow only the instructions of Agent with respect to the Clearing Account (which Agent agrees to give in accordance with the terms of this Article IV) and to disregard any and all orders for withdrawal from the Clearing Account made by, or at the direction of, Borrowers or any other Person (unless otherwise instructed by Agent, in accordance with this Agreement). Borrowers shall not open or cause or permit any other Person (including Garage Manager or Hotel Manager) to open or maintain any accounts with respect to the collection or deposit of Revenues other than the Clearing Account, the accounts established under the Existing Hotel Management Agreement and/or 2025 Hotel Management Agreement and/or the accounts established under the Parking Garage Lease. (d) Borrowers hereby confirms that each of its Collateral Accounts is titled Borrowers have established, and from and after the Closing Date, Borrowers shall maintain with the Account Bank, an operating account (collectively, the “Operating Account”), which Operating Account shall be a segregated Eligible Account in the name of the applicable Borrowers. Any sums to be paid to Borrowers pursuant to Section 2.1.2 and/or Section 4.4(a)(vi) shall be deposited by Agent in the Operating Account and, so long as no Event of Default is then continuing, may be further disbursed, in accordance with the terms of this Agreement and the other Loan Documents, at the direction of Borrowers. (e) Borrowers hereby confirms that, in connection with the execution of the Cash Management Agreement and pursuant to the terms of such Cash Management Agreement, Borrowers will establish, and from and after establishment thereof, Borrowers shall maintain with Cash Management Bank, a cash management account to serve as the repository of all sums transferred from the Clearing Account or otherwise required to be deposited therein in accordance with this Agreement (the “▇▇▇▇▇▇▇ ▇Cash Management Account”), which Cash Management Account shall be a segregated Eligible Account in the name of ▇▇▇▇▇▇▇▇ Private Markets Fund for the benefit of Agent, as secured party, and shall be named as follows: DBAG TSS Trust Liability Account (pledged or such other name approved by Agent). The Cash Management Agreement shall govern, among other things, the deposit of funds into and the withdrawal of funds from the Cash Management Account, which Cash Management Account shall be under the sole dominion and control of Agent, and the Cash Management Agreement shall contain the irrevocable instructions of Borrowers to Barclays Bank PLC)” on the books Cash Management Bank, and records Cash Management Bank’s agreement, to follow only the instructions of Agent with respect to the Cash Management Account (which Agent agrees to give in accordance with the terms of this Article IV) and to disregard any and all orders for withdrawal from the Cash Management Account made by, or at the direction of, Borrowers or any other Person. Borrowers further confirm that the following sub-accounts of the Custodian. Holding I Cash Management Account (each, a “Sub-Account” and, collectively, the “Sub-Accounts”) have been established with the Cash Management Bank, which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall ensure each be linked to the Cash Management Account, (iii) shall each be under the sole dominion and control of Agent, and (iv) shall be allocated and disbursed, pursuant to the terms of this Agreement: (1) Unless a Hotel Management Agreement is in effect pursuant to which the Hotel Manager is paying all Monthly Hotel Pass-Through Income Amount directly to the applicable third-party service provider or another applicable Person, a Sub-Account in respect of the Monthly Hotel Pass-Through Income Amount, provided that each Borrower has timely delivered the Monthly Hotel Pass-Through Income Certificate and without duplication of its Collateral Accounts is titled any amounts paid by or on behalf of Borrower, Hotel Manager or any Affiliate of Borrower or Hotel Manager, to Borrower, in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records amount of the CustodianMonthly Hotel Pass-Through Income Amount; (2) A Sub-Account in respect of real property tax and insurance impounds relating to the Mortgaged Property (the “Tax and Insurance Reserve Sub-Account”). Holding II Sums shall ensure that each of its Collateral Accounts is titled be deposited in the name Tax and Insurance Reserve Sub-Account 49289660 in accordance with Section 4.4 and 4.6 and used to fund the payment of “AlpInvest Seed Fund Limited PartnerProperty Taxes and Insurance Premiums (and otherwise applied) as provided in Section 4.6, LLC (pledged to Barclays Bank PLC)” on other than Insurance Premiums in respect of coverages for the books Hotel Property obtained by Hotel Manager and records Property Taxes paid by Hotel Manager in respect of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the CustodianHotel Property. (c3) Each Credit Party will cause A Sub-Account in respect of principal and interest payments on the Custodian Loan (or, the “Debt Service Reserve Sub-Account”). Sums shall be deposited in the Debt Service Reserve Sub-Account in accordance with respect Section 4.4 and used to any Pledged Securities Account, fund the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)payment of Debt Service.

Collateral Accounts. (ai) Subject The Borrower shall establish and at all times maintain the Secured Account with a financial institution satisfactory to the last sentence Collateral Agent and shall ensure that the Secured Account and all funds credited thereto is at all times subject to a perfected first priority lien in favor of the Collateral Agent; and (ii) RevenueCo shall, upon joining this Section 6.14(a)Agreement as a Loan Party, each Credit establish and at all times maintain the RevenueCo Collateral Account and shall ensure that the RevenueCo Collateral Account and all funds credited thereto is at all times subject to a perfected first priority lien in favor of the Collateral Agent. (i) The Borrower shall cause all proceeds from Dispositions, cash dividends, distributions or other payments (other than payments pursuant to the Spectrum Usage Agreement and the Revenue Sharing Agreements) to be paid directly into the Secured Account; and (ii) RevenueCo shall cause all proceeds from Dispositions, cash dividends, distributions or other payments pursuant to the Revenue Sharing Agreements to be paid directly into the RevenueCo Collateral Account. Amounts will be disbursed from the RevenueCo Collateral Account in accordance with the Revenue Sharing Agreements, or, during the continuance of an Event of Default, as otherwise directed by the Administrative Agent. (c) If, notwithstanding the foregoing, any amount required to be deposited in a Collateral Account is otherwise received by any Loan Party or any Affiliate of a Loan Party, such Loan Party or Affiliate shall hold such amount in trust for the Lenders, and the applicable Loan Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, such amount to be paid to and held promptly deposited in the applicable Collateral Account. (d) In the case of any Collateral Account maintained by or at any bank other than the Administrative Agent, the Loan Parties agree to use their commercially reasonable efforts to provide the Administrative Agent with electronic access (“Electronic Access”) to such Collateral Account. Each Credit Party The Loan Parties consent to any such Electronic Access. (e) Subject to Section 9.02(a), all amounts in each of the Secured Account and the RevenueCo Collateral Account shall cause all Distributions be disbursed in the following order of priority (the “Disbursement Waterfall”), upon request of the Borrower with the consent of the Administrative Agent (acting reasonably) from time to time or, during the continuation of an Event of Default, as otherwise directed by the Administrative Agent: (i) first, to pay any fees, expenses, indemnities and other reimbursable amounts (including Distributions In Kindfees, charges and disbursements of counsel) then due and owing to the Agents; (ii) second, to pay any fees, expenses, indemnities and other reimbursable amounts (including fees, charges and disbursements of counsel) then due and owing to the Lenders; (iii) third, to the extent due and owing and requested in writing by the Borrower, to pay operating expenses (including taxes) of the Borrower inclusive of allocable expense, if any, in an amount not exceeding $100,000 or such greater amount as the Lenders may agree to in their reasonable discretion for any calendar year provided that, notwithstanding anything herein to the contrary, the Borrower shall be permitted to pay any withholding taxes as required by law; (iv) fourth, without duplication of amounts set forth herein that are calculated net of Taxes, if the Borrower is a partnership or disregarded entity for U.S. federal income tax purposes, to make distributions to pay Taxes payable by the equity owners of the Borrower in respect of Fund Assets the taxable income of the Borrower (for these purposes, taking into account any applicable limitations on deductions), assuming that such equity owners are subject to tax at an effective rate equal to the highest combined marginal effective rate of U.S. federal, state and local income tax applicable to an individual resident in New York, New York; for the Borrower’s avoidance of doubt, the amount permitted to be distributed pursuant to clause (iv) for a taxable year shall be determined after taking into account any credit that would be available to the equity owners of the Borrower under Section 1462 of the Code (based on the assumptions set forth in clause (iv)); provided that such credits shall be applied solely to reduce the amount otherwise distributable in respect of the direct or indirect Equity Interests in owner to which the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account.corresponding withholding tax was applied; (bv) The Borrower shall ensure fifth, to pay in cash interest that each of its Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books then due and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, owing with respect to any Pledged Securities Accountthe Advances; (vi) sixth to make mandatory prepayments of the Advances then due and outstanding (if any), including, if required, pursuant to Section 2.06 (after giving effect to clauses (i) through (v) above); and (vii) seventh, to the Borrower and its designees, subject to Section 6.05 and; provided that no Pending Net Revenue Share Payment shall be distributed to the Borrower and its designees until the applicable institution maintaining such accountSpectrumCo Net Revenue Share Amount (as defined in the SpectrumCo-Ligado Collaboration Agreement) has been (i) finally determined in accordance Section 8.3 of the SpectrumCo-Ligado Collaboration Agreement and (ii) paid to provide Ligado in accordance with the Agent with “readSpectrumCo-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)Ligado Collaboration Agreement.

Collateral Accounts. (a) Subject to the last sentence of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “▇C▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).

Collateral Accounts. (a) Subject Upon the occurrence of an event by a Swap Provider requiring such party to the last sentence of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held post collateral as described in the applicable Swap Agreement, the Securities Administrator shall establish and maintain with itself, on behalf of the Trustee, on behalf of the Supplemental Interest Trust, separate, segregated trust accounts (the “Collateral Accounts”) titled, “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-2, Mortgage Pass-Through Certificate Swap I Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) ” and “▇▇▇▇▇ Fargo Bank, N.A. as Securities Administrator, in respect trust for the Holders of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-2 Mortgage Pass-Through Certificate Swap II Collateral Account; provided that”, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that canrespectively. The Collateral Accounts shall be Eligible Direct Support Accounts, and funds on deposit therein shall be held separate and apart from, and shall not be held in a Collateral Accountcommingled with, such Credit Party shallany other monies, upon the reasonable request including, without limitation, other monies of the Agent, hold such Distribution in an Pledged Securities AccountAdministrator held pursuant to this Agreement. (b) Funds required to be held pursuant to the Credit Support Annex shall be deposited into the respective Collateral Accounts. Funds posted by any Derivative Provider (or its credit support provider) in the related Collateral Account shall be invested in Eligible Investments as directed by the related Derivative Counterparty (or its credit support provider), and in the absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to such Derivative Provider pursuant to the terms of the related Credit Support Annex. The Borrower Securities Administrator shall ensure that each not be liable for any losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Derivative Payments owed by a Derivative Provider as a result of its failure to make payments pursuant to the related Derivative Agreement, amounts necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the related Derivative Account and distributed as all or a portion of such Derivative Amount pursuant to Section 4.1(a)(vi) and (vii), as applicable. Any amounts on deposit in the Collateral Accounts is titled in the name of “▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Private Markets Fund required to be returned to such Derivative Provider (pledged to Barclays Bank PLC)” on the books and records or its credit support provider) as a result of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records termination of the Custodian. Holding II related Derivative Agreement, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or (iv) otherwise pursuant to the related Derivative Agreement, shall ensure that each of its Collateral Accounts is titled in be released directly to such Derivative Provider pursuant to the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records terms of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianrelated Credit Support Annex. (c) Each Upon the termination of the Trust Fund, any amounts remaining in the Collateral Accounts shall be distributed by the Securities Administrator as required pursuant to the terms of the Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)Support Annex.