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) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (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 Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), 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 Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.

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 (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital Calls, receive payment of Capital Commitments Contributions and enforce the payment thereof pursuant to the Operating a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising 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’ rights right of setoff, each Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled 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 11.0310.03), 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 Operating applicable Governing Agreement. The foregoing power of attorney is a continuing power and is coupled with an interest. Notwithstanding the foregoing, the term “Collateral” shall not include (ai) 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, (bii) the Capital Commitments or any assets, interests, rights or obligations of the SOX InsidersGS Persons, if any, unless so elected by the Borrower Parties in their sole discretion, (ciii) any Portfolio Assets Investments, and (div) any funds properly withdrawn or transferred from the 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 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 Operating Agreement 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) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (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 Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), 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 Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets Investment and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the ObligationsObligation: (ai) Borrower pursuant to a Pledge and Security Agreement, Guarantor shall grant to Administrative Agent, for the benefit of each of the Secured PartiesLender, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and lien in and to all of the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agentdescribed therein, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to including the Capital Calls, Capital Commitments, Commitments and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, call for and receive payment of Capital Commitments Contributions as contemplated by the Subscription Agreements and enforce the payment thereof pursuant to the Operating Agreement Articles of Incorporation, and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising arising; (the collateral in clauses (aii) and (b) of this Section 5.01 being (except as otherwise set forth below)pursuant to its Account Assignment, collectivelyGuarantor shall grant to Administrative Agent, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled each Lender, an exclusive, perfected, first priority security interest in the name Guarantor Subscription Account and all of Borrower upon the occurrence and during the continuance of an Event of Default proceeds thereof as more fully described in such Account Assignment; (but subject to Section 11.03), to make any Capital Calls upon the Investors iii) pursuant to the Pledge Agreement, Guarantor shall grant to Administrative Agent, for the benefit of each Lender, an exclusive, perfected, first priority security interest in the Collateral described therein, including all of Guarantor's interest in Borrower now existing or hereafter arising; (iv) pursuant to a Pledge and Security Agreement, Borrower shall grant to Administrative Agent, for the extent permitted by) the terms benefit of each Lender, an exclusive, perfected, first priority security interest in all of the applicable Collateral described therein, including the Capital Commitments and any rights to call for and receive payment of Capital Contributions as contemplated by the Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Partnership Agreement, and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising; (v) pursuant to its Account Assignment, Borrower shall grant to Administrative Agent, for the benefit of each Lender, an exclusive, perfected, first priority security interest in the Borrower Subscription Account and all of the proceeds thereof as more fully described in such Account Assignment; and (vi) pursuant to the Borrower's Security Agreement, Borrower shall grant to Administrative Agent, for the benefit of such withdrawn fundseach Lender, an exclusive, perfected, first priority security interest in its rights to receive profits and distributions from any subsidiary Affiliate (all of the collateral described in (i) through (vi) above, collectively, "COLLATERAL").

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (ai) pursuant to the Collateral Account Assignments, the Borrower shall grant to the Administrative Agent, for the benefit of each of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Borrower’s Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for all of the Collateral Accountproceeds thereof as more fully described therein; and (bii) pursuant to the Security Agreements, the Borrower shall grant to the Administrative Agent, for the benefit of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and Lien in and to all of the collateral described therein, including, without limitation, the Capital Calls, Capital Commitments, Unfunded Commitments and Capital Contributions, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and (bi)-(ii) of this Section 5.01 being (except as otherwise set forth below)being, collectively, the “Collateral”), provided that in each case such liens may be subject to Permitted Liens. In order to secure further the payment and performance of the Obligations and to effect and facilitate the Secured Parties’ rights right of setoff, the Borrower hereby irrevocably appoints the Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of the Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03)Default, to make any Capital Calls upon on the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoingOperative Documents, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Security Agreement, and the proceeds Subscription Agreements. Notwithstanding anything to the contrary contained herein (but subject to Section 11.02), upon the occurrence and during the continuation of an Event of Default, the Borrower shall not make a Capital Call unless such withdrawn fundsCapital Call is (i) with the prior written consent of Administrative Agent, or (ii) at the Administrative Agent’s written request.

Liens and Security Interest. (a) To secure performance by the Borrower Parties of the payment and performance of the Obligations: (ai) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (bii) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to (A) the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising hereinafter arising, (B) all Portfolio Assets, (C) all rights under any agreements with respect to any swap, forward, future or derivative transaction or similar agreement entered into directly by the collateral Borrower Parties with respect to Portfolio Assets, (D) each Portfolio Collection Account, (E) all Collections, Disposition proceeds, and Related Credit Documents[Reserved], (C) [Reserved], (D) [Reserved], (E) [Reserved], , (F) all cash of the Borrower Parties in clauses the Collateral Account or Portfolio Collection Accounts, (aG) all other assets of the Borrower Parties as more specifically described in the Security AgreementsAgreement , and (bH) of this Section 5.01 being all proceeds relating to the foregoing (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 Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), 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 Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets Assets, and (d) any funds properly withdrawn or transferred from the Collateral Account or Portfolio Collection Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds, and (d) any Portfolio Assets which, (i) are not Eligible Portfolio Assets, and (ii) the granting of a security interest in which would be restricted or prohibited by relevant governing law or contractual documentation evidencing such Portfolio Asset, unless such restriction or prohibition is made ineffective by the applicable UCC (including Section 9-406(d) of the UCC with respect to payment intangibles) or relevant governing law, or such restriction or prohibition has been waived by the appropriate parties (provided that, for the avoidance of doubt, the term “Collateral” shall include (x) such Portfolio Assets upon such waiver being obtained, and (y) all proceeds of such Portfolio Assets to the extent that such proceeds are not themselves subject to such restrictions or prohibitions).

Liens and Security Interest. (a) To secure performance by the Borrower Parties of the payment and performance of the Obligations: (ai) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (bii) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to (A) the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising hereinafter arising, (B) [Reserved], (C) [Reserved], (D) [Reserved], (E) [Reserved], (F) all cash of the collateral Borrower Parties in clauses the Collateral Account, (aG) all other assets of the Borrower Parties as more specifically described in the Security Agreement, and (bH) of this Section 5.01 being all proceeds relating to the foregoing (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 Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), 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 Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets Assets, and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.

Liens and Security Interest. To secure performance by the Borrower Parties each Fund Group of the payment and performance of the Obligations: (ai) Borrower pursuant to the Collateral Account Assignments, the Borrowers of each Fund Group shall grant to the Administrative Agent, for the benefit of each of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Borrower’s Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for all of the Collateral Accountproceeds thereof as more fully described therein; and (bii) Borrower pursuant to the Security Agreements, the Borrowers of each Fund Group shall grant to the Administrative Agent, for the benefit of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and Lien in and to all of the collateral described therein, including, without limitation, the Capital Calls, Capital Commitments, Unfunded Commitments and Capital ContributionsContributions of the Borrowers of such Fund Group, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital CallsCalls to Investors of Borrowers in such Fund Group, receive payment of Capital Commitments to Borrowers in such Fund Group and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and (bi)-(ii) of this Section 5.01 being (except as otherwise set forth below)being, collectively, the “Collateral”), provided that in each case such liens may be subject to Permitted Liens. In order to secure further the payment and performance of the Obligations and to effect and facilitate the Secured Parties’ rights right of setoff, each Borrower hereby irrevocably appoints the Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of the Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03)Default, to make any Capital Calls upon on the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoingOperative Documents, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Security Agreement, and the proceeds Subscription Agreements. Notwithstanding anything to the contrary contained herein (but subject to Section 11.02), upon the occurrence and during the continuation of an Event of Default, the Borrower shall not make a Capital Call unless such withdrawn fundsCapital Call is (i) with the prior written consent of Administrative Agent, or (ii) at the Administrative Agent’s written request.

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 each of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and lien Lien in and to the its Collateral Account 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 a Collateral each Assignment of Capital Contribution Account Assignment and a Deposit each Account Control Agreement for the such Collateral AccountAccounts, in each case subject only to Permitted Liens; and (b) each Borrower and its respective Managing Entity, to the extent of their respective interests therein, shall grant to Administrative Agent, for the benefit of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital ContributionsContributions under its Governing Agreement, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital Calls, receive payment of Capital Commitments Contributions and enforce the payment thereof pursuant to the Operating Agreement a Security Agreement, and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising 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), collectivelycollectively with the Collateral described in the Security Agreement delivered by Aggregator Fund pursuant to the terms of this Agreement, 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’ rights right of setoff, each Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled 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 11.0310.03), to make any Capital Calls upon the such Borrower’s Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating applicable Governing Agreement. The foregoing power of attorney is a continuing power and is coupled with an interest. Notwithstanding the foregoing, the term “Collateral” shall not include (ai) 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, (bii) the Capital Commitments or any assets, interests, rights or obligations of the SOX InsidersGS Persons, if any, unless so elected by the Borrower Fund Parties in their discretion, (ciii) any Portfolio Assets Investments, and (div) any funds properly withdrawn or transferred from the a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) or any account of Aggregator Fund (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to such a capital contribution account) to the extent used 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 Operating Agreement 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 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 the Administrative Agent, for the benefit of each of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and lien Lien in and to the its Collateral Account 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 a Collateral each Assignment of Capital Contribution Account Assignment and a Deposit each Account Control Agreement for the such Collateral AccountAccounts, in each case subject only to Permitted Liens; and (b) each Borrower and its respective Managing Entity, to the extent of their respective interests therein, shall grant to the Administrative Agent, for the benefit of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital ContributionsContributions under its Governing Agreement, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital Calls, receive payment of Capital Commitments Contributions and enforce the payment thereof pursuant to the Operating Agreement a Security Agreement, and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising 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), collectivelycollectively with the Collateral described in the Security Agreement delivered by the Aggregator Fund and the Aggregator Fund Managing Entity pursuant to the terms of this Credit Agreement, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate the Administrative Agent’s and the other Secured Parties’ rights right of setoff, each Borrower and its Managing Entity hereby irrevocably appoints the Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled 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 11.0310.03), to make any Capital Calls upon the such Xxxxxxxx’s Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating applicable Governing Agreement. The foregoing power of attorney is a continuing power and is coupled with an interest. Notwithstanding the foregoing, the term “Collateral” shall not include (ai) 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 lawLaw, (bii) the Capital Commitments or any assets, interests, rights or obligations of the SOX InsidersProhibited Persons, if any, unless so elected by the Borrower Fund Parties in their discretion, (ciii) any Portfolio Assets Investments, and (div) any funds properly withdrawn or transferred from the a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) or any account of the Aggregator Fund (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to such a capital contribution account) to the extent used 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 the Investors in accordance with the terms hereof or for any other purpose permitted under the Operating Agreement Governing Agreements and this Credit Agreement, and the proceeds of such withdrawn funds; provided, however, the 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 pro rata drawdown requirements set forth in the applicable Governing Agreement.

Liens and Security Interest. (a) To secure performance by the Borrower Parties of the payment and performance of the Obligations: (ai) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (bii) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to (A) the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising hereinafter arising, (B) all Portfolio Assets, (C) all rights under any agreements with respect to any swap, forward, future or derivative transaction or similar agreement entered into directly by the collateral Borrower Parties with respect to Portfolio Assets, (D) each Portfolio Collection Account, (E) all Collections, Disposition proceeds, and Related Credit Documents, (F) all cash of the Borrower Parties in clauses the Collateral Account or Portfolio Collection Accounts, (aG) all other assets of the Borrower Parties as more specifically described in the Security Agreements, and (bH) of this Section 5.01 being all proceeds relating to the foregoing (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 Secured Parties’ ' rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), 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 Operating Agreement. Notwithstanding the foregoing, the term “"Collateral” " shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account or Portfolio Collection Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds, and (d) any Portfolio Assets which, (i) are not Eligible Portfolio Assets, and (ii) the granting of a security interest in which would be restricted or prohibited by relevant governing law or contractual documentation evidencing such Portfolio Asset, unless such restriction or prohibition is made ineffective by the applicable UCC (including Section 9-406(d) of the UCC with respect to payment intangibles) or relevant governing law, or such restriction or prohibition has been waived by the appropriate parties (provided that, for the avoidance of doubt, the term "Collateral" shall include (x) such Portfolio Assets upon such waiver being obtained, and (y) all proceeds of such Portfolio Assets to the extent that such proceeds are not themselves subject to such restrictions or prohibitions).

Liens and Security Interest. To secure performance by the Borrower Parties each Fund Group of the payment and performance of the Obligations: (ai) Borrower pursuant to the Collateral Account Assignments, the Borrowers of each Fund Group shall grant to the Administrative Agent, for the benefit of each of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Borrower’s Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for all of the Collateral Accountproceeds thereof as more fully described therein; and (bii) Borrower pursuant to the Security Agreements, the Borrowers of each Fund Group shall grant to the Administrative Agent, for the benefit of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and Lien in and to all of the collateral described therein, including, without limitation, the Capital Calls, Capital Commitments, Unfunded Commitments and Capital ContributionsContributions of the Borrowers of such Fund Group, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital CallsCalls to Investors of Borrowers in such Fund Group, receive payment of Capital Commitments to Borrowers in such Fund Group and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and (bi)-(ii) of this Section 5.01 being (except as otherwise set forth below)being, collectively, the “Collateral”), provided that in each case such liens may be subject to Permitted Liens. In order to secure further the payment and performance of the Obligations and to effect and facilitate the Secured Parties’ rights right of setoff, each Borrower hereby irrevocably appoints the Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of the Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03)Default, to make any Capital Calls upon on the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoingOperative Documents, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Security Agreement, and the proceeds Subscription Agreements. Notwithstanding anything to the contrary contained herein (but subject to Section 11.02), upon the occurrence and during the continuation of an Event of Default, the Borrower shall not make a Capital Call unless such withdrawn funds.Capital Call is (i) with the prior written consent of Administrative Agent, or (ii) at the Administrative Agent’s written request. 76

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 (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital Calls, receive payment of 84 Capital Commitments Contributions and enforce the payment thereof pursuant to the Operating a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising 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’ rights right of setoff, each Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled 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 11.0310.03), 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 Operating applicable Governing Agreement. The foregoing power of attorney is a continuing power and is coupled with an interest. Notwithstanding the foregoing, the term “Collateral” shall not include (ai) 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, (bii) the Capital Commitments or any assets, interests, rights or obligations of the SOX InsidersGS Persons, if any, unless so elected by the Borrower Parties in their sole discretion, (ciii) any Portfolio Assets Investments, and (div) any funds properly withdrawn or transferred from the 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 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 Operating Agreement 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) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (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 Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), 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 Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.. 4879-7367-7649 v.18

Liens and Security Interest. (a) To secure performance by the Borrower Parties of the payment and performance of the Obligations: (ai) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (bii) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to (A) the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising hereinafter arising, (B) all Portfolio Assets, (C) all rights under any agreements with respect to any swap, forward, future or derivative transaction or similar agreement entered into directly by the collateral Borrower Parties with respect to Portfolio Assets, (D) each Portfolio Collection Account, (E) all Collections, Disposition proceeds, and Related Credit Documents, (F) all cash of the Borrower Parties in clauses the Collateral Account or Portfolio Collection Accounts, (aG) all other assets of the Borrower Parties as more specifically described in the Security Agreements, and (bH) of this Section 5.01 being all proceeds relating to the foregoing (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 Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), 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 Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account or Portfolio Collection Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds, and (d) any Portfolio Assets which, (i) are not Eligible Portfolio Assets, and (ii) the granting of a security interest in which would be restricted or prohibited by relevant governing law or contractual documentation evidencing such Portfolio Asset, unless such restriction or prohibition is made ineffective by the applicable UCC (including Section 9-406(d) of the UCC with respect to payment intangibles) or relevant governing law, or such restriction or prohibition has been waived by the appropriate parties (provided that, for the avoidance of doubt, the term “Collateral” shall include (x) such Portfolio Assets upon such waiver being obtained, and (y) all proceeds of such Portfolio Assets to the extent that such proceeds are not themselves subject to such restrictions or prohibitions).

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (a) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (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 Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default Table of Contents (but subject to Section 11.03), 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 Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets Investment and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.

Liens and Security Interest. (a) To secure performance by the Borrower Parties of the payment and performance of the Obligations: (ai) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (bii) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to (A) the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising hereinafter arising, (B) [Reserved], (C) [Reserved], (D) [Reserved], (E) [Reserved], (F) all cash of the collateral Borrower Parties in clauses the Collateral Account, (aG) all other assets of the Borrower Parties as more specifically described in the Security Agreement, and (bH) of this Section 5.01 being all proceeds relating to the foregoing (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 Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), 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 Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) 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 prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any 4857-3757-1665 v.17 Portfolio Assets Assets, and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.