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 in such Fund Group, at any time or from time to time during the existence of a Fund Group Event of Default with respect to such Credit Party’s Fund Group, to: (i) initiate one or more Capital Calls to the Investors of such Fund Group in order to pay the Obligations of such Fund Group then due and owing, so long as such Capital Call will be paid to the applicable Collateral Account of the applicable Credit Party in such Fund Group (or, solely in the case that any applicable 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 such Collateral Account, then to such other account as directed by the Administrative Agent in its sole discretion), (ii) take or bring in any applicable 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 of the Investors of such Fund Group, (iii) complete any contract or agreement of any applicable Credit Party in any way related to payment of any of such Capital Commitments, (iv) make allowances or adjustments related to the Capital Commitments of the Investors of such Fund Group, (v) compromise any claims related to the Capital Commitments of the Investors of such Fund Group, (vi) issue credit in its own name or the name of any applicable Credit Party; or (vii) exercise any other right, privilege, power, or remedy provided to any applicable Credit Party under its respective Constituent Documents and the Subscription Agreements of the Investors of such Fund Group with respect to the Capital Commitments of such Investors. 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 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 of the Investors of such Fund Group, subject to the Internal Revenue Code. The Administrative Agent shall give the applicable Borrowers notice of actions taken pursuant to this Section 10.2(b) prior to or concurrently with the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the applicable Borrowers’ or Feeder Fund’s obligations hereunder. Notwithstanding the above, during the continuance of a Fund Group Event of Default with respect to such Fund Group, the Credit Parties of such Fund Group shall be authorized to issue Capital Calls of the Investors of such Fund Group 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 such 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 of the Investors of such Fund Group or the applicable Borrowers obtain the prior written consent of the Administrative Agent and certify following the occurrence of such an Event of Default that they will repay the Obligations of such Fund Group in full, then prior to the Administrative Agent, on behalf of the Lenders, exercising its right to issue Capital Calls to such 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 and/or the applicable Feeder Funds shall issue a Capital Call to the Investors of such Fund Group sufficient to cure such Event of Default or repay the Obligations of such Fund Group, then the Administrative Agent and the Lenders shall not exercise such remedies with respect to any applicable Borrowers and/or the applicable Feeder Funds until the Business Day following the Initial Payment Date (as defined below); provided, that: (i) such Capital Call as issued by such Borrowers or such Feeder Funds must require the applicable 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 the applicable Feeder Fund to direct) 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 of such Fund Group 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 with respect to such Fund Group 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 Fund Group Event of Default with respect to such Fund Group 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 Fund Group Event of Default with respect to such Fund Group that shall have occurred and be continuing that cannot be cured by the funding of Uncalled Capital Commitments of such Fund Group 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 Party in such Fund GroupParty, at any time or from time to time during the existence of a Fund Group an Event of Default with respect to such Credit Party’s Fund GroupDefault, to: (i) initiate one or more Capital Calls to the Investors of such Fund Group in order an amount sufficient to pay the Obligations of such Fund Group then due and owing, so long as such (ii) notify the Investors to make all payments due or to become due with respect to their Capital Call will be paid Commitments directly to the applicable Collateral Account of the applicable Credit Party in such Fund Group (or, solely in the case that any applicable 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 such Collateral Account, then to such other account as directed by the Administrative Agent in its sole discretion)on behalf of the Secured Parties or to an account other than the Collateral Accounts, (iiiii) take or bring in any applicable 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 of the Investors of such Fund GroupCommitments, (iiiiv) complete any contract or agreement of any applicable Credit Party in any way related to payment of any of such the Capital Commitments, (ivv) make allowances or adjustments related to the Capital Commitments of the Investors of such Fund GroupCommitments, (vvi) compromise any claims related to the Capital Commitments of the Investors of such Fund GroupCommitments, (vivii) issue credit in its own name or the name of any applicable Credit Party; , or (viiviii) exercise any other right, privilege, power, or remedy provided to any applicable Credit Party under its respective Constituent Documents and the Subscription Agreements of the Investors of such Fund Group with respect to the Capital Commitments of such InvestorsCommitments. Regardless of any provision hereof, in the absence of fraudgross negligence, gross negligence bad faith 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 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 of the Investors of such Fund GroupCommitment, subject to the Internal Revenue Code. The Administrative Agent shall give the applicable Borrowers Initial Borrower notice of actions taken pursuant to this Section 10.2(b) prior to concurrently with, or concurrently with promptly after, the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the applicable BorrowersCredit Parties’ or Feeder Fund’s obligations hereunder. Notwithstanding the above, during the continuance of a Fund Group an Event of Default with respect to such Fund GroupDefault, the Credit Parties of such Fund Group shall be authorized to issue Capital Calls of the Investors of such Fund Group 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 such 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 of the Investors of such Fund Group or the applicable Borrowers obtain the prior written consent of the Administrative Agent and certify following the occurrence of such an Event of Default that they will repay the Obligations of such Fund Group in full, then prior to the Administrative Agent, on behalf of the Lenders, exercising its right to issue Capital Calls to such 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 and/or the applicable Feeder Funds shall issue a Capital Call to the Investors of such Fund Group sufficient to cure such Event of Default or repay the Obligations of such Fund Group, then the Administrative Agent and the Lenders shall not exercise such remedies with respect to any applicable Borrowers and/or the applicable Feeder Funds until the Business Day following the Initial Payment Date (as defined below); provided, that: (i) such Capital Call as issued by such Borrowers or such Feeder Funds must require the applicable 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 the applicable Feeder Fund to direct) 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 of such Fund Group 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 with respect to such Fund Group 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 Fund Group Event of Default with respect to such Fund Group 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 Fund Group Event of Default with respect to such Fund Group that shall have occurred and be continuing that cannot be cured by the funding of Uncalled Capital Commitments of such Fund Group 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 Party in such Fund Group, at any time or from time to time during the existence of a Fund Group Event of Default with respect to such Credit Party’s Fund Group, to: (i) initiate one or more Capital Calls to the Investors of such Fund Group in order to pay the Obligations of such Fund Group then due and owing, so long as such Capital Call will be paid to the applicable Collateral Account of the applicable Credit Party in such Fund Group (or, solely in the case that any applicable 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 such Collateral Account, then to such other account as directed by the Administrative Agent in its sole discretion), (ii) take or bring in any applicable 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 of the Investors of such Fund Group, (iii) complete any contract or agreement of any applicable Credit Party in any way related to payment of any of such Capital Commitments, (iv) make allowances or adjustments related to the Capital Commitments of the Investors of such Fund Group, (v) compromise any claims related to the Capital Commitments of the Investors of such Fund Group, (vi) issue credit in its own name or the name of any applicable Credit Party; or (vii) exercise any other right, privilege, power, or remedy provided to any applicable Credit Party under its respective Constituent Documents and the Subscription Agreements of the Investors of such Fund Group with respect to the Capital Commitments of such Investors. 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 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 of the Investors of such Fund Group, subject to the Internal Revenue Code. The Administrative Agent shall give the applicable Borrowers notice of actions taken pursuant to this Section 10.2(b) prior to or concurrently with the taking of such action, but its failure to give such notice shall not affect the validity of such action, nor shall such failure give rise to defenses to the applicable Borrowers’ or Feeder Fund’s obligations hereunder. Notwithstanding the above, during the continuance of a Fund Group Event of Default with respect to such Fund Group, the Credit Parties of such Fund Group shall be authorized to issue Capital Calls of the Investors of such Fund Group 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 such 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 of the Investors of such Fund Group or the applicable Borrowers obtain the prior written consent of the Administrative Agent and certify following the occurrence of such an Event of Default that they will repay the Obligations of such Fund Group in full, then prior to the Administrative Agent, on behalf of the Lenders, exercising its right to issue Capital Calls to such 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 and/or the applicable Feeder Funds shall issue a Capital Call to the Investors of such Fund Group sufficient to cure such Event of Default or repay the Obligations of such Fund Group, then the Administrative Agent and the Lenders shall not exercise such remedies with respect to any applicable Borrowers and/or the applicable Feeder Funds until the Business Day following the Initial Payment Date (as defined below); provided, that: (i) such Capital Call as issued by such Borrowers or such Feeder Funds must require the applicable 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 the 105 applicable Feeder Fund to direct) 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 of such Fund Group 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 with respect to such Fund Group 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 Fund Group Event of Default with respect to such Fund Group 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 Fund Group Event of Default with respect to such Fund Group that shall have occurred and be continuing that cannot be cured by the funding of Uncalled Capital Commitments of such Fund Group 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.