Common use of Additional Action by the Administrative Agent Clause in Contracts

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an Event of Default, on behalf of any Borrower, to endorse the name of any Borrower upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Capital Contribution of any Person to any Borrower coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any Borrower, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall, unless the Lenders shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, subject to the first priority, security interest (subject to Permitted Liens) of the Administrative Agent therein.

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an a Fund Group Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution to such Fund Group shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an a Fund Group Event of Default, in the name of or on behalf of any BorrowerCredit Party in such Fund Group, to endorse the name of any Borrower such Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Capital Contribution of any Person to any Borrower Credit Party in such Fund Group coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an a Fund Group Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party in such Fund Group, either before or after demand of payment of the ObligationsObligations of such Fund Group, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral of such Fund Group, (subject to Permitted Liens) or the repayment of the ObligationsObligations of such Fund Group, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall, unless the Lenders shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers Credit Parties acknowledge that all funds so transferred into the applicable Collateral Accounts shall be the property of the Borrowersapplicable Borrower, the applicable Feeder Fund, or the applicable Blocker, as applicable, subject to the first priority, security interest (subject to Permitted Liens) of the Administrative Agent or the applicable Borrower (or the Secured Party’s Agent for the benefit of the related Borrower or Blocker), as applicable, therein.

Additional Action by the Administrative Agent. After the occurrence Subject to Section 10.2 and Section 10.5 in all respects, during the continuance existence of an Event of Default, issuance by the Administrative Agent Agent, on behalf of the Secured Parties Parties, of a receipt to any Person obligated to pay any capital contribution Investor Capital Contribution with respect to the Unfunded Capital Commitments for the purposes of repaying the Obligations shall be a full and complete release, discharge, and acquittance to of such Person to the extent of any amount so paid to the Administrative Agent Collateral Accounts for the benefit of the Secured Parties Parties, so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Subject to Section 10.5 in all respects, the Administrative Agent, on behalf of the Secured Parties, pursuant to one or more pledges, is hereby authorized and empowered, after the occurrence and during the continuance existence of an Event of Default, on behalf of any Borrower, the Primary Borrower and each other Credit Party to endorse the name of any the Primary Borrower or each such Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a an Investor Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereofof this Credit Agreement. After the occurrence and Subject to Section 10.5 in all respects, during the continuance existence of an Event of Default, solely for the purpose of repaying the Obligations, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to (i) carry out any and all actions listed in Section 5.2(c)(i)-(vii); and (ii) execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion discretion, reasonably exercised, of the Administrative Agent, Agent for the purposes of repaying the Obligations or to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, Unfunded Capital Commitments and neither the Administrative Agent nor the other Secured Parties, in the absence of bad faith, gross negligence and or willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers parties hereto acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, Guarantor subject to the first priority, priority security interest of the Administrative Agent therein (subject to Permitted Liens) of the Administrative Agent therein).

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an Event of Default, on behalf of any BorrowerCredit Party, to endorse the name of any Borrower Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence and or willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall, unless the Lenders shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers Credit Parties acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, Borrowers subject to the first priority, exclusive security interest (subject to Permitted Liens) of the Administrative Agent therein.

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution Capital Contribution shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency lawDebtor Relief Law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an Event of Default, on behalf of any Borrower, to endorse the name of any Borrower upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Capital Contribution of any Person to any Borrower coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any Borrower, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence and or willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, subject to the first priority, exclusive security interest (subject to Permitted Liens) of the Administrative Agent therein.

Additional Action by the Administrative Agent. After the occurrence Subject to Section 10.2 and Section 10.5 in all respects, during the continuance existence of an Event of Default, issuance by the Administrative Agent Agent, on behalf of the Secured Parties Parties, of a receipt to any Person obligated to pay any capital contribution Investor Capital Contribution with respect to the Unfunded Capital Commitments for the purposes of repaying the Obligations shall be a full and complete release, discharge, and acquittance to of such Person to the extent of any amount so paid to the Administrative Agent Collateral Accounts for the benefit of the Secured Parties Parties, so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Subject to Section 10.5 in all respects, the Administrative Agent, on behalf of the Secured Parties, pursuant to one or more pledges, is hereby authorized and empowered, after the occurrence and during the continuance existence of an Event of Default, on behalf of any Borrower, and through the series of pledges described in this Section 5, each other Credit Party, to endorse the name of any Borrower each such Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a an Investor Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereofof this Credit Agreement. After the occurrence and Subject to Section 10.5 in all respects, during the continuance existence of an Event of Default, solely for the purpose of repaying the Obligations, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to (i) carry out any and all actions listed in Section 5.2(c)(i)-(vii); and (ii) execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion discretion, reasonably exercised, of the Administrative Agent, Agent for the purposes of repaying the Obligations or to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, Unfunded Capital Commitments and neither the Administrative Agent nor the other Secured Parties, in the absence of bad faith, gross negligence and or willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers Credit Parties acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, applicable Credit Party subject to the first priority, priority security interest of the Administrative Agent therein (subject to Permitted Liens) of the Administrative Agent therein).

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution Capital Contribution shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an Event of Default, to the extent permitted by Applicable Law, on behalf of any BorrowerCredit Party, to endorse the name of any Borrower Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Capital Contribution of any Person to any Borrower Fund or General Partner coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the The Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, exercisable after the occurrence and during the continuation of an Event of Default, which is coupled with an interestinterest and granted as security for the obligations of the Credit Parties under this Credit Agreement and the other Loan Documents, to (i) execute, deliver and perfect all documents and do all things that the Administrative Agent considers to be reasonably required to carry out the acts and exercise the powers set forth in Sections 10.2(b)(i) through (viii), and (ii) execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be reasonably necessary or advisable, in the sole reasonable discretion of the Administrative Agent, to protect the first priority (subject to Permitted Liens) security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall, unless the Lenders shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, subject to the first priority, security interest (subject to Permitted Liens) of the Administrative Agent therein.

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution Capital Contribution shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency lawDebtor Relief Law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an Event of Default, on behalf of any Borrower, to endorse the name of any Borrower upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, including all items evidencing payment upon a Capital Contribution of any Person to any Borrower coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any Borrower, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral (subject only to Permitted Liens) in the Collateral or the repayment of the Obligations, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and willful misconductnon-appealable judgment, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, subject to the first priority, priority security interest and Lien (subject only to Permitted Liens) of the Administrative Agent therein.

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an Event of Default, on behalf of any BorrowerCredit Party or Managing Entity, to endorse the name of any Borrower Credit Party or Managing Entity upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party or Managing Entity, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence negligence, bad faith and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall, unless the Lenders shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers Credit Parties acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowersapplicable Credit Party, subject to the first prioritypriority and exclusive (in each case, security interest (subject to Permitted Liens) security interest of the Administrative Agent therein.

Additional Action by the Administrative Agent. After the occurrence Subject to Section 10.2 and Section 10.5 in all respects, during the continuance existence of an Event of Default, issuance by the Administrative Agent Agent, on behalf of the Secured Parties Parties, of a receipt to any Person obligated to pay any capital contribution Investor Capital Contribution with respect to the Unfunded Capital Commitments for the purposes of repaying the Obligations shall be a full and complete release, discharge, and acquittance to of such Person to the extent of any amount so paid to the Administrative Agent Collateral Accounts for the benefit of the Secured Parties Parties, so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Subject to Section 10.5 in all respects, the Administrative Agent, on behalf of the Secured Parties, pursuant to one or more pledges, is hereby authorized and empowered, after the occurrence and during the continuance existence of an Event of Default, on behalf of any Borrower, the Primary Borrower and each other Credit Party to endorse the name of any the Primary Borrower or each such Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a an Investor Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereofof this Credit Agreement. After the occurrence and Subject to Section 10.5 in all respects, during the continuance existence of an Event of Default, solely for the purpose of repaying the Obligations, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to (i) carry out any and all actions listed in Section 5.2(c)(i) -(vii); and (ii) execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion discretion, reasonably exercised, of the Administrative Agent, Agent for the purposes of repaying the Obligations or to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, Unfunded Capital Commitments and neither the Administrative Agent nor the other Secured Parties, in the absence of bad faith, gross negligence and or willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers parties hereto acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, Guarantor subject to the first priority, priority security interest of the Administrative Agent therein (subject to Permitted Liens) of the Administrative Agent therein).

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an a Fund Group Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution to such Fund Group shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an a Fund Group Event of Default, in the name of or on behalf of any BorrowerCredit Party in such Fund Group, to endorse the name of any Borrower such Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Capital Contribution of any Person to any Borrower Credit Party in such Fund Group coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an a Fund Group Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party in such Fund Group, either before or after demand of payment of the ObligationsObligations of such Fund Group, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral of such Fund Group, (subject to Permitted Liens) or the repayment of the ObligationsObligations of such Fund Group, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall, unless the Lenders shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, subject to the first priority, security interest (subject to Permitted Liens) of the Administrative Agent therein.

Additional Action by the Administrative Agent. After the occurrence Subject to Section 10.2 and Section 10.5 in all respects, during the continuance existence of an Event of Default, issuance by the Administrative Agent Agent, on behalf of the Secured Parties Parties, of a receipt to any Person obligated to pay any capital contribution Investor Capital Contribution with respect to the Unfunded Capital Commitments for the purposes of repaying the Obligations shall be a full and complete release, discharge, and acquittance to of such Person to the extent of any amount so paid to the Administrative Agent Collateral Accounts for the benefit of the Secured Parties Parties, so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Subject to Section 10.5 in all respects, the Administrative Agent, on behalf of the Secured Parties, pursuant to one or more pledges, is hereby authorized and empowered, after the occurrence and during the continuance existence of an Event of Default, on behalf of any Borrower, the Primary Borrower and each other Credit Party to endorse the name of any the Primary Borrower or each such Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a an Investor Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any Borrower, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall, unless the Lenders shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, subject to the first priority, security interest (subject to Permitted Liens) of the Administrative Agent therein.this Credit

Additional Action by the Administrative Agent. After During the occurrence and during the continuance existence of an Event of Default, issuance by the Administrative Agent Agent, on behalf of the Secured Parties Parties, of a receipt to any Person obligated to pay any capital contribution Capital Contribution with respect to the Unfunded Feeder Capital Commitments or Feeder Capital Contribution with respect to the Feeder Unfunded Capital Commitments for the purposes of repaying the Obligations shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent applicable Collateral Accounts for the direct (or indirect by way of collateral assignment), benefit of the Secured Parties Parties, so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver, receiver-manager, receiver and manager or any other Person under any insolvency law, state state, provincial, territorial or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, pursuant to one or more pledges, is hereby authorized and empowered, after the occurrence and during the continuance existence of an Event of Default, on behalf of any BorrowerBorrower and, through the series of pledges described in this Section 5, each other Credit Party, to endorse the name of any Borrower each such Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Feeder Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereofof this Credit Agreement. After During the occurrence and during the continuance existence of an Event of Default, solely for the purpose of repaying the Obligations, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion discretion, reasonably exercised, of the Administrative Agent, Agent for the purposes of repaying the Obligations or to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or in the repayment of the Obligations, Unfunded Feeder Capital Commitments and neither the Administrative Agent nor the other Secured Parties, in the absence of gross negligence and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.43.4 hereof. The Borrowers acknowledge Each Credit Party acknowledges that all funds so transferred for its benefit into the applicable Collateral Accounts Account shall be the property of the Borrowers, applicable Credit Party subject to the (direct or indirect) first priority, priority security interest (subject to Permitted Liens) of the Administrative Agent therein. Notwithstanding anything to the USActive 58236919.3 -77- contrary herein or in any other Loan Document, in no event shall the Administrative Agent (or any Lender) be permitted to require any Investor to fund its Investor Capital Contributions other than to the applicable Collateral Account.

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution Capital Contribution shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an Event of Default, on behalf of any BorrowerCredit Party, to endorse the name of any Borrower Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, and neither the Administrative Agent nor the Secured Parties, in the absence of 703041399 12410180 84 gross negligence and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers Credit Parties acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the BorrowersBorrowers or the Guarantor, as applicable, subject to the first priority, exclusive security interest (subject to Permitted Liens) of the Administrative Agent therein.

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties Borrowers of a receipt to any Person obligated to pay any capital contribution shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties Collateral Accounts so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an Event of Default, on behalf of any Borrower, to endorse the name of any Borrower upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Capital Contribution of any Person to any Borrower coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any Borrower, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence and or willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall, unless the Lenders shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, subject to the first priority, security interest (subject to Permitted Liens) of the Administrative Agent therein.

Additional Action by the Administrative Agent. After During the occurrence and during the continuance existence of an Event of Default, issuance by the Administrative Agent Agent, on behalf of the Secured Parties Parties, of a receipt to any Person obligated to pay any capital contribution Capital Contribution with respect to the Unfunded Feeder Capital Commitments or Feeder Capital Contribution with respect to the Feeder Unfunded Capital Commitments for the purposes of repaying the Obligations shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent applicable Collateral Accounts for the direct (or indirect by way of collateral assignment), benefit of the Secured Parties Parties, so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver, receiver-manager, receiver and manager or any other Person under any insolvency law, state state, provincial, territorial or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, pursuant to one or more pledges, is hereby authorized and empowered, after the occurrence and during the continuance existence of an Event of Default, on behalf of any BorrowerBorrower and, through the series of pledges described in this Section 5, each other Credit Party, to endorse the name of any Borrower each such Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Feeder Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereofof this Credit Agreement. After During the occurrence and during the continuance existence of an Event of Default, solely for the purpose of repaying the Obligations, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion discretion, reasonably exercised, of the Administrative Agent, Agent for the purposes of repaying the Obligations or to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or in the repayment of the Obligations, Unfunded Feeder Capital Commitments and neither the Administrative Agent nor the other Secured Parties, in the absence of gross negligence and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.43.4 hereof. The Borrowers acknowledge Each Credit Party acknowledges that all funds so transferred for its benefit into the applicable Collateral Accounts Account shall be the property of the Borrowers, applicable Credit Party subject to the (direct or indirect) first priority, priority security interest (subject to Permitted Liens) of the Administrative Agent therein. Notwithstanding anything to the contrary herein or in any other Loan Document, in no event shall the Administrative Agent (or any Lender) be permitted to require any Investor to fund its Investor Capital Contributions other than to the applicable Collateral Account.

Additional Action by the Administrative Agent. After the occurrence Subject to Section 10.2 and Section 10.5 in all respects, during the continuance existence of an Event of Default, issuance by the Administrative Agent Agent, on behalf of the Secured Parties Parties, of a receipt to any Person obligated to pay any capital contribution Investor Capital Contribution with respect to the Unfunded Capital Commitments for the purposes of repaying the Obligations shall be a full and complete release, discharge, and acquittance to of such Person to the extent of any amount so paid to the Administrative Agent Collateral Accounts for the benefit of the Secured Parties Parties, so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Subject to Section 10.5 in all respects, the Administrative Agent, on behalf of the Secured Parties, pursuant to one or more pledges, is hereby authorized and empowered, after the occurrence and during the continuance existence of an Event of Default, on behalf of any Borrower, the Primary Borrower to endorse the name of any the Primary Borrower upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a an Investor Capital Contribution of any Person to any the Primary Borrower coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereofof this Credit Agreement. After the occurrence and Subject to Section 10.5 in all respects, during the continuance existence of an Event of Default, solely for the purpose of repaying the Obligations, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to (i) carry out any and all actions listed in Section 5.2(c)(i)-(vii); and (ii) execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any Borrower, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion discretion, reasonably exercised, of the Administrative Agent, Agent for the purposes of repaying the Obligations or to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, Unfunded Capital Commitments and neither the Administrative Agent nor the other Secured Parties, in the absence of bad faith, gross negligence and or willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, Primary Borrower subject to the first priority, priority security interest of the Administrative Agent therein (subject to Permitted Liens) of the Administrative Agent therein).

Additional Action by the Administrative Agent. After During the occurrence and during the continuance existence of an Event of Default, issuance by the Administrative Agent Agent, on behalf of the Secured Parties Parties, of a receipt to any Person obligated to pay any capital contribution Capital Contribution with respect to the Unfunded Feeder Capital Commitments or Feeder Capital Contribution with respect to the Feeder Unfunded Capital Commitments for the purposes of repaying the Obligations shall be a full and complete release, discharge, and acquittance to such USActive 58236919.3 -79- Person to the extent of any amount so paid to the Administrative Agent applicable Collateral Accounts for the direct (or indirect by way of collateral assignment), benefit of the Secured Parties Parties, so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver, receiver-manager, receiver and manager or any other Person under any insolvency law, state state, provincial, territorial or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, pursuant to one or more pledges, is hereby authorized and empowered, after the occurrence and during the continuance existence of an Event of Default, on behalf of any BorrowerBorrower and, through the series of pledges described in this Section 5, each other Credit Party, to endorse the name of any Borrower each such Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Feeder Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereofof this Credit Agreement. After During the occurrence and during the continuance existence of an Event of Default, solely for the purpose of repaying the Obligations, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion discretion, reasonably exercised, of the Administrative Agent, Agent for the purposes of repaying the Obligations or to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or in the repayment of the Obligations, Unfunded Feeder Capital Commitments and neither the Administrative Agent nor the other Secured Parties, in the absence of gross negligence and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.43.4 hereof. The Borrowers acknowledge Each Credit Party acknowledges that all funds so transferred for its benefit into the applicable Collateral Accounts Account shall be the property of the Borrowers, applicable Credit Party subject to the (direct or indirect) first priority, priority security interest (subject to Permitted Liens) of the Administrative Agent therein. Notwithstanding anything to the contrary herein or in any other Loan Document, in no event shall the Administrative Agent (or any Lender) be permitted to require any Investor to fund its Investor Capital Contributions other than to the applicable Collateral Account.

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution Capital Contribution shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent applicable Collateral Account for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency lawDebtor Relief Law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an Event of Default, on behalf of any BorrowerCredit Party, to endorse the name of any Borrower Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, including all items evidencing payment upon a Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, and neither the Administrative Agent nor the other Secured Parties, in the absence of gross negligence and or willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.43.4(c). The Borrowers Credit Parties acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the BorrowersFunds, subject to the first priority, exclusive security interest (subject to Permitted Liens) of the Administrative Agent therein.

Additional Action by the Administrative Agent. After During the occurrence and during the continuance existence of an Event of Default, issuance by the Administrative Agent Agent, on behalf of the Secured Parties Parties, of a receipt to any Person obligated to pay any capital contribution Capital Contribution with respect to the Unfunded Feeder Capital Commitments or Feeder Capital Contribution with respect to the Feeder Unfunded Capital Commitments for the purposes of repaying the Obligations shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent applicable Collateral Accounts for the direct (or indirect by way of collateral assignment), benefit of the Secured Parties Parties, so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver, receiver-manager, receiver and manager or any other Person under any insolvency law, state state, provincial, territorial or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, pursuant to one or more pledges, is hereby authorized and empowered, after the occurrence and during the continuance existence of an Event of Default, on behalf of any BorrowerBorrower and, through the series of pledges described in this Section 5, each other Credit Party, to endorse the name of any Borrower each such Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Feeder Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereofof this Credit Agreement. After During the occurrence and during the continuance existence of an Event of Default, solely for the purpose of repaying the Obligations, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of USActive 58236919.3 any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion discretion, reasonably exercised, of the Administrative Agent, Agent for the purposes of repaying the Obligations or to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or in the repayment of the Obligations, Unfunded Feeder Capital Commitments and neither the Administrative Agent nor the other Secured Parties, in the absence of gross negligence and willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.43.4 hereof. The Borrowers acknowledge Each Credit Party acknowledges that all funds so transferred for its benefit into the applicable Collateral Accounts Account shall be the property of the Borrowers, applicable Credit Party subject to the (direct or indirect) first priority, priority security interest (subject to Permitted Liens) of the Administrative Agent therein. Notwithstanding anything to the contrary herein or in any other Loan Document, in no event shall the Administrative Agent (or any Lender) be permitted to require any Investor to fund its Investor Capital Contributions other than to the applicable Collateral Account.

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an Event of Default, on behalf of any BorrowerCredit Party, to endorse the name of any Borrower Credit Party upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a Capital Contribution of any Person to any Borrower Credit Party coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any BorrowerCredit Party, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence and or willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall, unless the Lenders shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, subject to the first priority, security interest (subject to Permitted Liens) of the Administrative Agent therein.

Additional Action by the Administrative Agent. After the occurrence and during the continuance of an Event of Default, issuance by the Administrative Agent on behalf of the Secured Parties of a receipt to any Person obligated to pay any capital contribution shall be a full and complete release, discharge, and acquittance to such Person to the extent of any amount so paid to the Administrative Agent for the benefit of the Secured Parties so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Administrative Agent, on behalf of the Secured Parties, is hereby authorized and empowered, after the occurrence and during the continuance of an Event of Default, on behalf of any the Borrower, to endorse the name of any the Borrower upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, including all items evidencing payment upon a Capital Contribution of any Person to any the Borrower coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. After the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any the Borrower, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion of the Administrative Agent, to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, and neither the Administrative Agent nor the Secured Parties, in the absence of gross negligence and negligence, fraud or willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent of such funds shall, unless the Lenders shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers acknowledge Borrower acknowledges that all funds so transferred into the Collateral Accounts Account shall be the property of the BorrowersBorrower, subject to the first priority, exclusive security interest (subject to Permitted Liens) of the Administrative Agent therein.

Additional Action by the Administrative Agent. After the occurrence Subject to Section 10.2 and Section 10.5 in all respects, during the continuance existence of an Event of Default, issuance by the Administrative Agent Agent, on behalf of the Secured Parties Parties, of a receipt to any Person obligated to pay any capital contribution Investor Capital Contribution with respect to the Unfunded Capital Commitments for the purposes of repaying the Obligations shall be a full and complete release, discharge, and acquittance to of such Person to the extent of any amount so paid to the Administrative Agent Collateral Accounts for the benefit of the Secured Parties Parties, so long as such amounts shall not be invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other Person under any insolvency law, state or federal law, common law or equitable doctrine. The Subject to Section 10.5 in all respects, the Administrative Agent, on behalf of the Secured Parties, pursuant to one or more pledges, is hereby authorized and empowered, after the occurrence and during the continuance existence of an Event of Default, on behalf of any Borrower, the Primary Borrower to endorse the name of any the Primary Borrower upon any check, draft, instrument, receipt, instruction, or other document or items, including, but not limited to, all items evidencing payment upon a an Investor Capital Contribution of any Person to any the Primary Borrower coming into the Administrative Agent’s possession, and to receive and apply the proceeds therefrom in accordance with the terms hereofof this Credit Agreement. After the occurrence and Subject to Section 10.5 in all respects, during the continuance existence of an Event of Default, solely for the purpose of repaying the Obligations, the Administrative Agent, on behalf of the Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to (i) carry out any and all actions listed in Section 5.2(c)(i)-(vii); and (ii) execute all checks, drafts, receipts, instruments, instructions, or other documents, agreements, or items on behalf of any Borrower, either before or after demand of payment of the Obligations, as shall be deemed by the Administrative Agent to be necessary or advisable, in the sole discretion discretion, reasonably exercised, of the Administrative Agent, Agent for the purposes of repaying the Obligations or to protect the first priority security interests and Liens in the Collateral (subject to Permitted Liens) or the repayment of the Obligations, Unfunded Capital Commitments and neither the Administrative Agent nor the other Secured Parties, in the absence of bad faith, gross negligence and or willful misconduct, shall incur any liability in connection with or arising from its exercise of such power of attorney. The application by the Administrative Agent Secured Parties of such funds shall, unless the Lenders Administrative Agent shall agree otherwise in writing, be the same as set forth in Section 3.4. The Borrowers parties hereto acknowledge that all funds so transferred into the Collateral Accounts shall be the property of the Borrowers, Primary Borrower subject to the first priority, priority security interest of the Administrative Agent therein (subject to Permitted Liens) of the Administrative Agent therein).