Common use of Liens and Security Interest Clause in Contracts

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (a) each Borrower shall grant to Administrative Agent, for the benefit of the Secured Parties, a perfected, first priority security interest and Lien in and to its Collateral Accounts, including but not limited to any and all funds and financial assets (including all cash and Permitted Investments, but not including any Portfolio Investments) pursuant to each Assignment of Capital Contribution Account and each Account Control Agreement for the Collateral Accounts, in each case subject only to Permitted Liens; and (b) each Borrower and each Managing Entity, to the extent of their respective interests therein, shall grant to Administrative Agent, for the benefit of the Secured Parties, a perfected, first priority security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation, any rights to make Capital Calls, receive payment of Capital Contributions and enforce the payment thereof pursuant to a Security Agreement or any guarantees thereof now existing or hereafter arising, in each case subject only to Permitted Liens (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate the Administrative Agent’s and Secured Parties’ right of setoff, each Borrower hereby irrevocably appoints Administrative Agent as subscription agent and attorney-in-fact entitled, in the name of such Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 10.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the applicable Governing Agreement. The foregoing power of attorney is a continuing power and is coupled with an interest. 4839-3568-8659 v.44820-4713-6753 v.6 Notwithstanding the foregoing, the term “Collateral” shall not include (i) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a non-exempt prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (ii) the Capital Commitments or any assets, interests, rights or obligations of the GS Persons, if any, unless so elected by the Borrower Parties in their sole discretion, (iii) any Portfolio Investments, and (iv) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the related Governing Agreements, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to such account), to make payments to Investors in accordance with the terms hereof or for any other purpose permitted under the Governing Agreements and this Credit Agreement, and the proceeds of such withdrawn funds; provided, however, Administrative Agent may issue Capital Calls on all Investors (including all Prohibited Persons) in exercising remedies under Section 10.02 or any other Loan Document and to the extent necessary to comply with any pro rata drawdown requirements set forth in the applicable Governing Agreement.

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (a) each Borrower shall grant to Administrative Agent, for the benefit of the Secured Parties, a perfected, first priority security interest and Lien in and to its Collateral Accounts, including but not limited to any and all funds and financial assets (including all cash and Permitted Investments, but not including any Portfolio Investments) pursuant to each Assignment of Capital Contribution Account and each Account Control Agreement for the Collateral Accounts, in each case subject only to Permitted Liens; and (b) each Borrower and each Managing Entity, to the extent of their respective interests therein, shall grant to Administrative Agent, for the benefit of the Secured Parties, a perfected, first priority security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation, any rights to make Capital Calls, receive payment of 84 Capital Contributions and enforce the payment thereof pursuant to a Security Agreement or any guarantees thereof now existing or hereafter arising, in each case subject only to Permitted Liens (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate the Administrative Agent’s and Secured Parties’ right of setoff, each Borrower hereby irrevocably appoints Administrative Agent as subscription agent and attorney-in-fact entitled, in the name of such Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 10.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the applicable Governing Agreement. The foregoing power of attorney is a continuing power and is coupled with an interest. 4839-3568-8659 v.44820-4713-6753 v.6 Notwithstanding the foregoing, the term “Collateral” shall not include (i) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a non-exempt prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (ii) the Capital Commitments or any assets, interests, rights or obligations of the GS Persons, if any, unless so elected by the Borrower Parties in their sole discretion, (iii) any Portfolio Investments, and (iv) any funds properly withdrawn from a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used, pursuant to the terms of the related Governing Agreements, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to such account), to make payments to Investors in accordance with the terms hereof or for any other purpose permitted under the Governing Agreements and this Credit Agreement, and the proceeds of such withdrawn funds; provided, however, Administrative Agent may issue Capital Calls on all Investors (including all Prohibited Persons) in exercising remedies under Section 10.02 or any other Loan Document and to the extent necessary to comply with any pro rata drawdown requirements set forth in the applicable Governing Agreement.