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

Actions with Respect to the Collateral. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit Party, at any time or from time to time during the existence of an Event of Default, to: (i) initiate one or more Drawdowns in order to pay the Obligations then due and owing, (ii) notify the Investors to make all payments due or to become due with respect to their Capital Commitments directly to the Administrative Agent or to an account other than the Collateral Accounts, (iii) take or bring in any Credit Party’s name, or that of the Secured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the Capital Commitments, (iv) complete any contract or agreement of any Credit Party in any way related to payment of any of the Capital Commitments, (v) make allowances or adjustments related to the Capital Commitments, (vi) compromise any claims related to the Capital Commitments, or (vii) exercise any other right, privilege, power, or remedy provided to any Credit Party under its respective Constituent Documents and the Subscription Agreements with respect to the Capital Commitments. Regardless of any provision hereof, in the absence of gross negligence or willful misconduct by the Administrative Agent or the Secured Parties, neither the Administrative Agent nor the Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Drawdowns or the Capital Commitment or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment. The Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the Credit Parties’ obligations hereunder. Notwithstanding the above, during the continuance of an Event of Default, the Credit Parties shall be authorized to issue Drawdowns only with the consent of the Administrative Agent in its sole discretion.

Actions with Respect to the Collateral. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit PartyBorrower, at any time or from time to time during the existence of an Event of Default, to: (i) initiate one or more Drawdowns Capital Calls in order to pay the Obligations then due and owing, so long as such Capital Call will be paid to the Collateral Account (ii) notify or, solely in the Investors case that the Collateral Account is closed, frozen or subject to make all an order of a Governmental Authority or the Account Bank that would restrict such payments due or from being paid to become due with respect the Collateral Account, then to their Capital Commitments directly to such other account in the Borrower’s name as directed by the Administrative Agent or to an account other than the Collateral Accountsin its sole discretion), (iiiii) take or bring in any Credit PartyBorrower’s name, or that of the Secured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the Capital Commitments, (iviii) complete any contract or agreement of any Credit Party Borrower in any way related to payment of any of the Capital Commitments, (viv) make allowances or adjustments related to the Capital Commitments, (viv) compromise any claims related to the Capital Commitments, (vi) issue credit in its own name or the name of any Borrower, or (vii) exercise any other right, privilege, power, or remedy provided to any Credit Party Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Capital Commitments; provided that, with respect to any ERISA Investor, the Administrative Agent shall undertake any such action as agent on behalf of the applicable Borrower. Regardless of any provision hereof, in the absence of fraud, gross negligence or willful misconduct by the Administrative Agent or the Secured Parties, neither the Administrative Agent nor the Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Drawdowns Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment, subject to the Internal Revenue Code. The Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) prior to or concurrently with, or promptly after, with the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the Credit PartiesBorrowers’ obligations hereunder. Notwithstanding the above, during the continuance of an Event of Default, the Credit Parties Borrowers shall be authorized to issue Drawdowns Capital Calls only with the consent of the Administrative Agent in its sole discretion; provided that, notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of an Event of Default (other than those described in Section 10.1(f), (h), (i), (q), (r), (s) (but solely in the case of clause (s) with respect to the applicable Borrower) or (t)), if such Event of Default can be cured by the funding of Uncalled Capital Commitments or the Borrowers obtain the prior written consent of the Administrative Agent and certify following the occurrence of an Event of Default that they will repay the Obligations in full, then prior to the Administrative Agent, on behalf of the Lenders, exercising its right to issue Capital Calls to the Investors or exercising any other remedy provided for herein or in any other Loan Documents or provided by Applicable Law, the Administrative Agent shall be required to give five (5) Business Days written notice (the “Initial Notice Period”) of its intention to exercise such remedies and, if, at any time prior to or during such Initial Notice Period, the applicable Borrowers shall issue a Capital Call to the Investors sufficient to cure such Event of Default or repay the Obligations, then the Administrative Agent and the Lenders shall not exercise such remedies with respect to any applicable Borrowers until the Business Day following the Initial Payment Date (as defined below); provided, that: (i) such Capital Call as issued by such Borrowers must require the Investors to fund their related Capital Contribution within ten (10) Business Days after the date of such Capital Call (such tenth (10th) Business Day being the “Initial Payment Date”); (ii) the Capital Contributions and all other amounts paid by the Investors in respect of such Capital Call are deposited into the applicable Collateral Account; and (iii) each applicable Borrower directs the applicable Account Bank that such Capital Contributions and other payments by the Investors shall be withdrawn by the Administrative Agent to cure the default giving rise to such Event of Default and/or prepay the Obligations in their entirety; provided, further that nothing in this Section 10.2 shall prohibit the Administrative Agent or any Lender from exerting control over (i) the applicable Collateral Account during the continuance of a Cash Control Event and taking any such actions as may be required to protect their rights in a bankruptcy proceeding or exercising any remedies if may have with respect to (ii) any Event of Default pursuant to Section 10.1(f), (h), (i), (q), (r), (s) (but solely in the case of clause (s), with respect to the applicable Borrower) or (t) or any other Event of Default that shall have occurred and be continuing that cannot be cured by the funding of Uncalled Capital Commitments or that was triggered by the failure of any applicable Borrower to issue a Capital Call upon its Investors following a mandatory prepayment event pursuant to Section 2.1(e) hereof and/or make such mandatory prepayment following the receipt of such related Capital Contributions, in each case, as required by this Credit Agreement.

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

Actions with Respect to the Collateral. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit PartyBorrower, at any time or from time to time after the occurrence and during the existence continuance of an Event of Default, to: (i) initiate one or more Drawdowns Capital Calls in order to pay the Obligations then due and owing, (ii) notify the Investors to make all payments due or to become due with respect to their Capital Commitments directly to the Administrative Agent on behalf of the Secured Parties or to an account other than the Collateral Accounts, (iii) take or bring in any Credit PartyBorrower’s name, or that of the Secured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the Capital Commitments, (iv) complete any contract or agreement of any Credit Party Borrower in any way related to payment of any of the Capital Commitments, (v) make allowances or adjustments related to the Capital Commitments, (vi) compromise any claims related to the Capital Commitments, (vii) issue credit in its own name or the name of any Borrower; or (viiviii) exercise any other right, privilege, power, or remedy provided to any Credit Party Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Capital Commitments. Regardless of any provision hereof, in the absence of gross negligence or willful misconduct by the Administrative Agent or the Secured Parties, as determined by a court of competent jurisdiction by final and non-appealable judgment, neither the Administrative Agent nor the Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Drawdowns Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment, subject to the Internal Revenue Code. The Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the Credit PartiesBorrowers’ obligations hereunder. Notwithstanding the above, during the continuance of an Event of Default, the Credit Parties Borrowers shall be authorized to issue Drawdowns Capital Calls only with the consent of the Administrative Agent in its sole discretion.

Actions with Respect to the Collateral. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit Party, at any time or from time to time during the existence of an Event of Default, 703041399 12410180 83 to: (i) initiate one or more Drawdowns Capital Calls in order to pay the Obligations Loans or the Letter of Credit Liability then due and owing, or both, (ii) notify the Investors to make all payments due or to become due with respect to their Capital Commitments directly to the Administrative Agent on behalf of the Secured Parties or to an account other than the Collateral Accounts, (iii) take or bring in any Credit Party’s name, or that of the Secured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the Capital Commitments, (iv) complete any contract or agreement of any Credit Party in any way related to payment of any of the Capital Commitments, (v) make allowances or adjustments related to the Capital Commitments, (vi) compromise any claims related to the Capital Commitments, (vii) issue credit in its own name or the name of any Credit Party; or (viiviii) exercise any other right, privilege, power, or remedy provided to any Credit Party under its respective Constituent Documents and the Subscription Agreements Agreement with respect to the Capital Commitments. Regardless of any provision hereof, in the absence of gross negligence or willful misconduct by the Administrative Agent or the Secured Parties, neither the Administrative Agent nor the Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Drawdowns Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment, subject to the Code. The Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the Credit PartiesBorrowers’ or the Guarantor’s obligations hereunder. Notwithstanding the above, during the continuance of after an Event of Default, the Credit Parties shall be authorized to issue Drawdowns Capital Calls only with the consent of the Administrative Agent in its sole discretionAgent.

Actions with Respect to the Collateral. The Subject to the last paragraph hereof, the Administrative Agent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name and on behalf of any Credit PartyBorrower, at any time or from time to time during the existence and continuance of an Event of Default, subject to the terms of the Operative Documents and Applicable Law, to: (i) initiate one or more Drawdowns to such Borrower on behalf of such Borrower in order to pay the Obligations then due and owing, (ii) notify the Investors to make all payments due or to become due in connection with respect to their Capital Commitments any Drawdown directly to the Administrative Agent or to an account other than the a Collateral AccountsAccount, (iii) take or bring in any Credit PartyBorrower’s name, or that of the Secured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the Capital CommitmentsCommitments to such Borrower (including, without limitation, opening a new or replacement Collateral Account in the name of the Borrower), (iv) complete any contract or agreement of any Credit Party Borrower on behalf of the Borrowers in any way related to payment of any of the Capital CommitmentsCommitments to the Borrowers, (v) make allowances or adjustments related to the Capital CommitmentsCommitments on behalf of the Borrowers, (vi) compromise any claims related to the Capital Commitments, or (vii) exercise issue credit in its own name or the name of any Borrower on behalf of the Borrowers; or (viii) exercise, on behalf of Borrowers, any other right, privilege, power, or remedy provided to any Credit Party Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Capital Commitments. Regardless of any provision hereof, in the absence of gross negligence or willful misconduct by the Administrative Agent or the Secured Parties, neither the Administrative Agent nor the Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Drawdowns or the Capital Commitment or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment, subject to the Internal Revenue Code. The Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the Credit PartiesBorrowers’ obligations hereunder. Notwithstanding the above, except as provided in the next succeeding paragraph, during the continuance of an Event of Default, the Credit Parties Borrowers shall be authorized to issue Drawdowns only with the consent of the Administrative Agent in its sole discretion. Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default under Sections 10.1(h) or 10.1(i)), notwithstanding anything to the contrary, none of Administrative Agent or any Lender may exercise any remedy to which it may be otherwise entitled under this Agreement (other than those rights listed in the proviso at the end of the next succeeding sentence), any of the other Loan Documents or at law or in equity with respect to such Event of Default unless Administrative Agent shall have given the Borrowers five (5) Business Days written notice of its intention to exercise such remedies (provided that, no such notice is required to the extent such Event of Default arises from the failure of Borrowers to make a Drawdown or make a payment following a Drawdown) (such five (5) Business Day period, the “Initial Period”). If, at any time prior to or during the Initial Period, the Borrowers or the Adviser shall make a Drawdown on the Capital Commitments of the Investors sufficient (together with amounts on deposit in or credited to the Collateral Accounts) to cure each such Event of Default (and, to the extent such Event of Default cannot be cured by the making of Capital Calls, to repay the Obligations in full) and provide to Administrative Agent evidence reasonably satisfactory to Administrative Agent of such Drawdown, then Administrative Agent and the Lenders may not exercise any such remedy until the expiration of the period ending ten (10) Business Days from the end of the Initial Period, provided that nothing in this paragraph shall prohibit the Administrative Agent or any Lender from asserting exclusive control of the Collateral Accounts, exercising any remedy listed in clauses (i)-(iii) or (v) of Section 10.2(a) or taking any such actions as may be required to protect their rights as Secured Party including those rights in a bankruptcy proceeding. If (A) the Borrowers or the Adviser do not make a Drawdown as set forth in the immediately preceding sentence or (B) the application of the proceeds of any such Drawdown are not sufficient (together with amounts on deposit in or credited to the Collateral Accounts) to cure such Event of Default (or, to the extent such Event of Default cannot be cured by the making of Capital Calls, to repay the Obligations in full), then, so long as such Event of Default shall be continuing, the Administrative Agent can make a Drawdown on behalf of the Borrowers in an amount sufficient (together with amounts on deposit in or credited to the Collateral Accounts) to cure the Event of Default (or, to the extent such Event of Default cannot be cured by the making of Capital Calls, to repay the Obligations in full). The Administrative Agent acknowledges that, without prejudice to Section 2.02(d) of each Subscription Agreement, with respect to the shares of a Borrower’s common stock (the “Shares”) to be issued in connection with any Drawdown, it is a requirement that the price per Share at which such Shares are issued shall be the then current net asset value per Share, as determined within 48 hours of any such issuance. The Administrative Agent further agrees that Capital Contributions shall be directed to be paid only into the Collateral Account or a replacement Collateral Account in the name of the applicable Borrower.

Actions with Respect to the Collateral. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit Party, at any time or from time to time during the existence of an Event of Default, to the extent permitted by Applicable Law (including by way of enforcement of the Security Agreements) to: (i) subject to Section 10.2(c) and the limitations set forth in Section 5.2 (Capital Contributions) of the Partnership Agreement of the applicable Fund, initiate one (1) or more Drawdowns Capital Calls in order to pay the Obligations then due and owing, ; (ii) notify the Investors Investor in the Funds to make all payments due or to become due with respect to their Capital Commitments directly to the Administrative Agent or to an account other than Collateral Account of the Collateral Accounts, Fund; (iii) take take, or bring in any Credit PartyFund’s or General Partner’s name, or that of the Secured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent reasonably necessary or desirable to effect possession or collection of payments of the Capital Commitments, ; (iv) complete any contract or agreement of any Credit Party Fund or General Partner in any way related to payment of any of the Capital Commitments, ; (v) make allowances or adjustments related to the Capital Commitments, ; (vi) compromise any claims related to the Capital Commitments, ; (vii) issue credit in its own name or the name of the Fund or General Partner or (viiviii) exercise any other right, privilege, power, or remedy provided to any Credit Party Fund or General Partner under its respective Constituent Documents and the Subscription Agreements with respect to the Capital Commitments. Regardless of any provision hereof, in the absence of gross negligence or willful misconduct by the Administrative Agent or the Secured Parties, neither the Administrative Agent nor the Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Drawdowns Capital Calls or the Capital Commitment Commitments or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment, subject to the Internal Revenue Code. The Administrative Agent shall give the Borrowers Borrower Parties notice of actions taken pursuant to this Section 10.2(b) concurrently with, or promptly after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the Credit Borrower Parties’ or the Funds’ obligations hereunder. Notwithstanding the aboveforegoing, upon the occurrence and during the continuance of an Event of Default, the Credit Parties but subject to Section 10.2(c) in all respects, each Fund and General Partner shall be authorized to issue Drawdowns Capital Calls only with the prior written consent of the Administrative Agent in its sole discretion(such consent not to be unreasonably withheld, delayed or conditioned); provided that if, (A) the Administrative Agent has not accelerated the Obligations pursuant to Section 10.2(a) and (B) there are no Loans then-outstanding, then the Funds and/or General Partners shall be authorized to issue Capital Calls without the consent of any Lender or any Agent.

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

Actions with Respect to the Collateral. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized, in the name of the Secured Parties or the name of any Credit PartyBorrower, at any time or from time to time during the existence of an Event of Default, to: (i) initiate one or more Drawdowns Capital Calls in order to pay the Obligations then due and owing, so long as such Capital Call will be paid to the Collateral Account (ii) notify or, solely in the Investors case that the Collateral Account is closed, frozen or subject to make all an order of a Governmental Authority or the Account Bank that would restrict such payments due or from being paid to become due with respect the Collateral Account, then to their Capital Commitments directly to such other account in the Borrower’s name as directed by the Administrative Agent or to an account other than the Collateral Accountsin its sole discretion), (iiiii) take or bring in any Credit PartyBorrower’s name, or that of the Secured Parties, all steps, actions, suits, or proceedings deemed by the Administrative Agent necessary or desirable to effect possession or collection of payments of the Capital Commitments, (iviii) complete any contract or agreement of any Credit Party Borrower in any way related to payment of any of the Capital Commitments, (viv) make allowances or adjustments related to the Capital Commitments, (viv) compromise any claims related to the Capital Commitments, (vi) issue credit in its own name or the name of any Borrower, or (vii) exercise any other right, privilege, power, or remedy provided to any Credit Party Borrower under its respective Constituent Documents and the Subscription Agreements with respect to the Capital Commitments; provided that, with respect to any ERISA Investor, the Administrative Agent shall undertake any such action as agent on behalf of the applicable Borrower. Regardless of any provision hereof, in the absence of fraud, gross negligence or willful misconduct by the Administrative Agent or the Secured Parties, neither the Administrative Agent nor the Secured Parties shall be liable for failure to collect or for failure to exercise diligence in the collection, possession, or any transaction concerning, all or part of the Drawdowns Capital Calls or the Capital Commitment or sums due or paid thereon, nor shall they be under any obligation whatsoever to anyone by virtue of the security interests and Liens relating to the Capital Commitment, subject to the Internal Revenue Code. The Administrative Agent shall give the Borrowers notice of actions taken pursuant to this Section 10.2(b) prior to or concurrently with, or promptly after, with the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the Credit PartiesBorrowers’ obligations hereunder. Notwithstanding the above, during the continuance of an Event of Default, the Credit Parties Borrowers shall be authorized to issue Drawdowns Capital Calls only with the consent of the Administrative Agent in its sole discretion; provided that, notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of an Event of Default (other than those described in Section 10.1(f), (h), (i), (q), (r), (s) (but solely in the case of clause (s) with respect to the applicable Borrower) or (t)), if such Event of Default can be cured by the funding of Uncalled Capital Commitments or the Borrowers obtain the prior written consent of the Administrative Agent and certify following the occurrence of an Event of Default that they will repay the Obligations in full, then prior to the Administrative Agent, on behalf of the Lenders, exercising its right to issue Capital Calls to the Investors or exercising any other remedy provided for herein or in any other Loan Documents or provided by Applicable Law, the Administrative Agent shall be required to give five (5) Business 95 Days written notice (the “Initial Notice Period”) of its intention to exercise such remedies and, if, at any time prior to or during such Initial Notice Period, the applicable Borrowers shall issue a Capital Call to the Investors sufficient to cure such Event of Default or repay the Obligations, then the Administrative Agent and the Lenders shall not exercise such remedies with respect to any applicable Borrowers until the Business Day following the Initial Payment Date (as defined below); provided, that: (i) such Capital Call as issued by such Borrowers must require the Investors to fund their related Capital Contribution within ten (10) Business Days after the date of such Capital Call (such tenth (10th) Business Day being the “Initial Payment Date”); (ii) the Capital Contributions and all other amounts paid by the Investors in respect of such Capital Call are deposited into the applicable Collateral Account; and (iii) each applicable Borrower directs the applicable Account Bank that such Capital Contributions and other payments by the Investors shall be withdrawn by the Administrative Agent to cure the default giving rise to such Event of Default and/or prepay the Obligations in their entirety; provided, further that nothing in this Section 10.2 shall prohibit the Administrative Agent or any Lender from exerting control over (i) the applicable Collateral Account during the continuance of a Cash Control Event and taking any such actions as may be required to protect their rights in a bankruptcy proceeding or exercising any remedies if may have with respect to (ii) any Event of Default pursuant to Section 10.1(f), (h), (i), (q), (r), (s) (but solely in the case of clause (s), with respect to the applicable Borrower) or (t) or any other Event of Default that shall have occurred and be continuing that cannot be cured by the funding of Uncalled Capital Commitments or that was triggered by the failure of any applicable Borrower to issue a Capital Call upon its Investors following a mandatory prepayment event pursuant to Section 3.5(b) hereof and/or make such mandatory prepayment following the receipt of such related Capital Contributions, in each case, as required by this Credit Agreement.