Common use of Collateral Accounts Clause in Contracts

Collateral Accounts. (a) Subject to the last sentence of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).

Collateral Accounts. (a) Subject to the last sentence of this Section 6.14(a)Borrower shall, and shall cause each Credit Party shall cause to, maintain all of its assets operating and other deposit accounts, the Cash Collateral Account and securities/investment accounts with SVB and SVB’s Affiliates. Notwithstanding the foregoing, Borrower shall be permitted to invest up to fifty (50.0%) percent of its excess cash and cash equivalents in securities/investment accounts maintained at another bank or financial institution other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid SVB subject to the applicable Collateral Account; provided thatterms and conditions of this Agreement. In addition, in the event a Credit Party receives any Distribution from any Fund Asset consisting Borrower shall conduct all of securities that cannot be held in a Collateral Accountits primary banking facilities with SVB, such Credit Party shallincluding, upon the reasonable request without limitation, cash management, asset management, letters of the Agent, hold such Distribution in an Pledged Securities Accountcredit and business credit cards. (b) The Borrower shall, and shall ensure cause each Credit Party to, provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that each of its any Credit Party at any time maintains (other than Collateral Accounts is titled in connection with any letter of credit permitted in clause (f) of the name definition of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLCPermitted Contingent Obligations”)” on the books , Borrower shall, and records of the Custodian. Holding I shall ensure that cause each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will to, cause the Custodian (or, applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Credit Party’s employees and identified to Agent by Borrower as such (provided, however, that at all times Borrower shall maintain one or more separate Deposit Accounts to hold any Pledged and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any other Deposit Account) or (ii) any Collateral Account owned by the Securities AccountSubsidiary so long as the Securities Subsidiary continues to qualify as a “Security Corporation” as defined in 830 Code of Mass. Regulations 63.38B. 1. Borrower shall at all times maintain in a Collateral Account owned by Borrower and subject to a Control Agreement an amount of cash and/or cash equivalents equal to not less than either (i) the sum of (A) the outstanding amount of the Obligations plus (B) five percent (5.0%) of the Obligations plus (C) the amount necessary to maintain the minimum balance requirement of all Collateral Accounts, or (ii) if the following amount pursuant to this clause (ii) is less than the amount that is determined pursuant to clause (i) at any given time, the applicable institution maintaining such accountamount of any and all remaining cash and cash equivalents of Borrower and its Subsidiaries on a consolidated basis (provided, that, to the extent that the amount required by this provision is being determined based upon clause (ii) hereof, it is understood and agreed that Borrower may, from time to time, deposit and maintain cash in any Deposit Account referenced in clause (i) of the immediately preceding sentence (e.g. the payroll and employee benefits accounts) to provide the Agent extent so deposited and maintained in the Ordinary Course of Business and such Deposit Account need not be subject to a Control Agreement). Subject to Section 6.13, Borrower shall, and shall cause each Credit Party to, maintain its primary operating and other Collateral Accounts with “read-only” internet access to each Collateral Account SVB and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).its affiliates

Collateral Accounts. (a) Subject The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the last sentence Holders according to the provisions of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Indenture and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountDocuments. (b) The Borrower Collateral Account shall ensure that each be a deposit account maintained with, and under the sole control of, the First Lien Notes Collateral Agent and shall be established and maintained by Bank of its America, N.A. All cash and Cash Equivalents received by the First Lien Notes Collateral Accounts is titled Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement, be deposited in the name Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the First Lien Notes Collateral Agent to the Trustee in accordance with the terms of “Xxxxxxx XxxXxxxxx Private Markets Fund this Indenture (pledged including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and Section 11.08(a)). In connection with any and all deposits to Barclays Bank PLC)” on be made into the books and records of Collateral Account under this Indenture, the Custodian. Holding I First Lien Notes Collateral Agent shall ensure that each of its receive an Officer’s Certificate directing the First Lien Notes Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged Agent to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianmake such deposit. (c) Each Credit Party Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the First Lien Notes Collateral Agent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the First Lien Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the Custodian (orredemption of any such investments and to transmit the proceeds to the Company or its designee, with respect in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any Pledged Securities Account, investment of funds in the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities shall be credited to the Collateral Account. Neither the Trustee nor the First Lien Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, as applicable, through any online service provided by such Custodian liquidation or redemption thereof made in accordance with the provisions of this (or, with respect to any Pledged Securities Account, such applicable institution maintaining such accountc).

Collateral Accounts. The Collateral and Intercreditor Agent shall deposit, promptly upon receipt thereof, into a Dollar-denominated trust account (a) Subject together with each other account created pursuant to the last sentence of this Section 6.14(a4.1, the “Collateral Account”) established with the Securities Intermediary, pursuant to Section 4.5, or any Peso-denominated account opened by the Collateral and Intercreditor Agent with any Mexican bank or institution established pursuant to Section 4.5 (which account shall be deemed a Collateral Account), each Credit Party shall cause all of its assets other than (x) Fund Assets, (yi) the Borrower’s Equity Interests in proceeds of any Holding Vehicle sale or foreclosure action taken pursuant to this Agreement or any other Collateral Document and (zii) any monies otherwise received for satisfaction of the Secured Obligations, whether from the Collateral, the Company, the Guarantors, any Affiliate of the Company or otherwise (and including, without limitation, any dividends, lease payments or other proceeds in respect of any Collateral and any cash or other assets constituting Collateral or proceeds thereof held in any Excluded deposit accounts or securities accounts of any Grantor and any amounts transferred from the Proceeds Account or Event of Loss Account, to be paid to in each case upon the occurrence and held in during the applicable continuance of a Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect Event of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral AccountDefault); provided thatthat the Collateral and Intercreditor Agent shall convert amounts received in any currency other than Dollars into Dollars on or promptly following the day received at the Actual Conversion Rate on the day of such conversion (and may open an account, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot which shall be held in deemed a Collateral Account, if necessary to receive funds in such Credit Party shall, upon other currency prior to conversion). All monies held in any Collateral Account shall be trust funds held by the reasonable request Collateral and Intercreditor Agent for the benefit of the Agent, hold Secured Parties for the purpose of making payments therefrom in accordance with Section 4.2 and shall constitute part of the Collateral. The Collateral and Intercreditor Agent shall maintain such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books sub-accounts and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account as will permit the segregation and Pledged Securities allocation of proceeds of Collateral in accordance with Section 4.2. The Collateral and Intercreditor Agent shall establish a Peso-denominated Collateral Account, as applicableand in the case of any Collateral Account established in connection with the Comegua Pledged Stock, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)a Balboa-denominated Collateral Account promptly following the Issue Date.

Collateral Accounts. (a) Subject If and when required for purposes hereof, the Collateral Representative will establish with respect to the last sentence of this Section 6.14(aeach Lien Grantor an account (its "COLLATERAL ACCOUNT"), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon name and under the reasonable request exclusive control of the AgentCollateral Representative, hold into which all amounts owned by such Distribution Lien Grantor that are to be deposited therein pursuant to the Note Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in an Pledged Securities Accountthis Section. (b) The Borrower Collateral Representative shall ensure that each of its Collateral Accounts is titled deposit the following amounts, as and when received by it, in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records Collateral Account of the Custodian. Holding I shall ensure that applicable Lien Grantor: (i) each of its Collateral Accounts is titled amount required by the Note Documents to be deposited therein, including, without limitation, all proceeds specified in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records Section 5.04(d) of the Custodian. Holding II shall ensure that Note Purchase Agreement; and (ii) each amount realized or otherwise received by the Collateral Representative with respect to assets of its Collateral Accounts is titled in the name such Lien Grantor upon any exercise of “AlpInvest Seed Fund Limited Partner, LLC (pledged remedies pursuant to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianany Security Document. (c) Each Credit Party will cause Unless (x) an Event of Default shall have occurred and be continuing and the Custodian Required Holders shall have instructed the Collateral Representative to stop withdrawing amounts from the Collateral Account pursuant to this subsection or (or, with respect y) the maturity of the Notes shall have been accelerated pursuant to any Pledged Securities AccountArticle 7 of the Note Purchase Agreement, the applicable institution maintaining such account) to provide Collateral Representative shall withdraw amounts deposited in the Agent with “read-only” internet access to each Collateral Account in accordance with Section 5.04(d) of the Note Purchase Agreement and Pledged Securities Accountapply them to pay, or reimburse the Company and its Subsidiaries for paying, the cost of repairing, restoring or replacing the affected property to the extent that the Company has certified, no less than 5 Business Days prior to the date of such withdrawal, that (i) it and its Subsidiaries intend to apply all or any portion of such amounts to pay the cost of repairing, restoring or replacing the affected property and (ii) if such property is to be replaced, the property acquired to replace it will be included in the Collateral at least to the extent that the property to be replaced was included therein; (d) Funds held in any Collateral Account may, until withdrawn, be invested and reinvested in such Temporary Cash Investments as applicablethe relevant Lien Grantor shall request from time to time; provided that, through if an Event of Default shall have occurred and be continuing, the Collateral Representative may select such Temporary Cash Investments. (e) If an Event of Default shall have occurred and be continuing, the Collateral Representative may withdraw any online service amounts held therein and apply such amounts as provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)in Section 9.

Collateral Accounts. (a) Subject The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the last sentence Holders according to the provisions of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Indenture and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountDocuments. (b) The Borrower Collateral Account shall ensure that each be a deposit account maintained with, and under the sole control of, the Notes Priority Agent and shall be established and maintained by Bank of its America, N.A. All cash and Cash Equivalents received by the Notes Collateral Accounts is titled Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the Intercreditor Agreements, be deposited in the name Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the Notes Priority Agent to the Trustee in accordance with the terms of “Xxxxxxx XxxXxxxxx Private Markets Fund this Indenture (pledged including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to Barclays Bank PLC)” on be made into the books and records of Collateral Account under this Indenture, the Custodian. Holding I Notes Collateral Agent shall ensure that each of its receive an Officer’s Certificate directing the Notes Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged Agent to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianmake such deposit. (c) Each Credit Party Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the Custodian (orredemption of any such investments and to transmit the proceeds to the Company or its designee, with respect in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any Pledged Securities Account, investment of funds in the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities shall be credited to the Collateral Account. Neither the Trustee nor the Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, as applicable, through any online service provided by such Custodian liquidation or redemption thereof made in accordance with the provisions of this (or, with respect to any Pledged Securities Account, such applicable institution maintaining such accountc).

Collateral Accounts. (a) Subject The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the last sentence Holders according to the provisions of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Indenture and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountDocuments. (b) The Borrower Collateral Account shall ensure that each be a deposit account maintained with, and under the sole control of, the First Lien Notes Collateral Agent and shall be established and maintained by Bank of its America, N.A. All cash and Cash Equivalents received by the First Lien Notes Collateral Accounts is titled Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the ABL Intercreditor Agreement, be deposited in the name Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the First Lien Notes Collateral Agent to the Trustee in accordance with the terms of “Xxxxxxx XxxXxxxxx Private Markets Fund this Indenture (pledged including, without limitation, ‎Section 2.01(a), ‎Section 3.02, ‎Section 6.10 and ‎Section 11.08(a)). In connection with any and all deposits to Barclays Bank PLC)” on be made into the books and records of Collateral Account under this Indenture, the Custodian. Holding I First Lien Notes Collateral Agent shall ensure that each of its receive an Officer’s Certificate directing the First Lien Notes Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged Agent to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianmake such deposit. (c) Each Credit Party Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the First Lien Notes Collateral Agent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the First Lien Notes Collateral Agent holds Cash pending investment direction from the Company, such Cash will be uninvested until one (1) Business Day after the First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the Custodian (orredemption of any such investments and to transmit the proceeds to the Company or its designee, with respect in each case, to the extent permitted under ‎Section 2.01(a) and ‎Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any Pledged Securities Account, investment of funds in the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities shall be credited to the Collateral Account. Neither the Trustee nor the First Lien Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, as applicable, through any online service provided by such Custodian (or, liquidation or redemption thereof made in accordance with respect to any Pledged Securities Account, such applicable institution maintaining such accountthe provisions of this ‎(c).

Collateral Accounts. (a) Subject The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the last sentence Holders according to the provisions of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Indenture and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountDocuments. (b) The Borrower Collateral Account shall ensure that each be a deposit account maintained with, and under the sole control of, the First-Priority Collateral Agent and shall be established and maintained by Bank of its America, N.A. All cash and Cash Equivalents received by the Junior First Lien Notes Collateral Accounts is titled Agent from Asset Dispositions of Notes Collateral, Recovery Events with regards to Notes Collateral, Asset Dispositions with regards to Notes Collateral, foreclosures of or sales of the Notes Collateral pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall, subject to the Intercreditor Agreements, be deposited in the name Collateral Account to the extent required by this Indenture or the Collateral Documents, and thereafter shall be held, applied and/or disbursed by the First-Priority Collateral Agent to the Trustee in accordance with the terms of “Xxxxxxx XxxXxxxxx Private Markets Fund this Indenture (pledged including, without limitation, Section 2.01(a), Section 3.02, Section 6.10 and (a)). In connection with any and all deposits to Barclays Bank PLC)” on be made into the books and records of Collateral Account under this Indenture, the Custodian. Holding I Junior First Lien Notes Collateral Agent shall ensure that each of its receive an Officer’s Certificate directing the Junior First Lien Notes Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged Agent to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianmake such deposit. (c) Each Credit Party Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Junior First Lien Notes Collateral Agent in writing to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. The Company acknowledges that for so long as the Junior First Lien Notes Collateral Agent holds Cash Equivalents pending investment direction from the Company, such Cash Equivalents will be uninvested until one (1) Business Day after the Junior First Lien Notes Collateral Agent receives such direction from the Company. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the Custodian (orredemption of any such investments and to transmit the proceeds to the Company or its designee, with respect in each case, to the extent permitted under Section 2.01(a) and Section 3.02, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any Pledged Securities Account, investment of funds in the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities shall be credited to the Collateral Account. Neither the Trustee nor the Junior First Lien Notes Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, as applicable, through any online service provided by such Custodian (or, liquidation or redemption thereof made in accordance with respect to any Pledged Securities Account, such applicable institution maintaining such accountthe provisions of this Section 11.08(c).

Collateral Accounts. (a) Subject The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Security Documents, and to make further distributions of such funds to the last sentence Holders according to the provisions of this Section 6.14(a)Indenture, each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Security Documents and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountJunior Lien Intercreditor Agreement. (b) Prior to the Escrow Release Date, the Collateral Agent shall have established the Collateral Accounts, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent. The Borrower Collateral Accounts shall ensure that each be trust accounts and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All Net Proceeds from Asset Sales, Recovery Events in respect of Collateral, Net Awards or Net Insurance Proceeds in an aggregate amount in excess of $10.0 million, including earnings, revenues, rents, issues, profits and income therefrom and interest earned thereon, shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, at the direction of the Issuer to make any application or disbursement permitted by Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Accounts is titled in under this Indenture, the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged Security Documents or the Junior Lien Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the Trustee and/or the Collateral Agent to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianmake such deposit. (c) Each Credit Party will Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Issuer may direct the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Issuer may direct the Collateral Agent to sell, liquidate or cause the Custodian (orredemption of any such investments, with respect such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any Pledged Securities Account, investment of funds in the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities shall be credited to the Collateral Account. The Collateral Agent shall have no liability for any loss incurred in connection with any investment or any sale, as applicable, through any online service provided by such Custodian (or, liquidation or redemption thereof made in accordance with respect to any Pledged Securities Account, such applicable institution maintaining such accountthe provisions of this Section 11.8(c).

Collateral Accounts. (a) Subject Each Borrower will irrevocably direct all present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the last sentence Collateral Account until such time as the Obligations are paid in full and this Agreement has been irrevocably termintaed. All of this Section 6.14(a)Borrowers' invoices, each Credit Party account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Borrowers or any other amount constituting Collateral shall cause conspicuously direct that all of its assets other than (x) Fund Assets, (y) payments be made to the Borrower’s Equity Interests in any Holding Vehicle Collateral Account and (z) any cash held in any Excluded Account, to be paid to and held in shall include the applicable address for the Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and If, notwithstanding the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor instructions to be paid Account Debtors to make payments to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, any Borrower receives any payments, such Credit Party shallBorrower shall deposit such payments into the Collateral Account. Until so deposited, upon such Borrower shall hold all such payments in trust for and as the reasonable request property of Lender and shall not commingle such payments with any of its other funds or property. Commencing one hundred and twenty (120) days after the Closing Date, to the extent any Account Debtor does not make a payment directly to the Collateral Account, Borrowers shall pay Lender a fee equal to five percent (5%) of the Agent, hold amount of such Distribution in an Pledged Securities Accountpayment not so remitted to the Collateral Account with a minimum fee of $25 per payment. (b) The Borrower shall ensure that each of its Collateral Accounts is titled All deposits in the name Collateral Account shall constitute Proceeds. The proceeds shall be applied to the Loans at such times as set forth in Paragraph 9(b) hereof, Lender from time to time at may apply deposited funds in the Collateral Account to the payment of “Xxxxxxx XxxXxxxxx Private Markets Fund the Obligations, in any order or manner of application satisfactory to Lender. In the absence of an Event of Default, payments shall be applied to amounts then due and payable in the following order: (pledged 1) to Barclays Bank PLC)” fees and expenses reimbursable hereunder; (2) to interest on the books Loans; (3) to principal payments on the Loans and records to provide cash collateral for Letter of Credit Obligations in the manner described in Section 19, ratably to the aggregate, combined principal balance of the Custodian. Holding I shall ensure that each Loans and outstanding Letter of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC Credit Obligations; and (pledged 4) to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianall other Obligations. (c) Each Credit Party All items deposited in the Collateral Account shall be subject to final payment. If any such item is returned uncollected, Borrowers will cause the Custodian (immediately pay Lender, or, with respect to any Pledged Securities for items deposited in the Collateral Account, the applicable institution bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to Borrowers' commercial account or other account at such bank. Borrowers shall be liable as an endorser on all items deposited in the Collateral Account, whether or not in fact endorsed by Borrower. (d) to provide All amounts in the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by in excess of the then existing Obligations shall be remitted to Borrowers within three (3) Business Days of such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)amounts becoming good funds.

Collateral Accounts. (a) Subject If and when required for purposes hereof, the Collateral Representative will establish with respect to the last sentence of this Section 6.14(a), each Credit Party shall cause all of Lien Grantor an account (its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable "Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that"), in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon name and under the reasonable request exclusive control of the AgentCollateral Representative, hold into which all amounts owned by such Distribution Lien Grantor that are to be deposited therein pursuant to the Note Documents shall be deposited from time to time. Each Cash Collateral Account will be operated as provided in an Pledged Securities Accountthis Section. (b) The Borrower Collateral Representative shall ensure that each of its Collateral Accounts is titled deposit the following amounts, as and when received by it, in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records Collateral Account of the Custodian. Holding I shall ensure that applicable Lien Grantor: (i) each of its Collateral Accounts is titled amount required by the Note Documents to be deposited therein, including, without limitation, all proceeds specified in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records Section 5.04(d) of the Custodian. Holding II shall ensure that Note Purchase Agreement; and (ii) each amount realized or otherwise received by the Collateral Representative with respect to assets of its Collateral Accounts is titled in the name such Lien Grantor upon any exercise of “AlpInvest Seed Fund Limited Partner, LLC (pledged remedies pursuant to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianany Security Document. (c) Each Credit Party will cause Unless (x) an Event of Default shall have occurred and be continuing and the Custodian Required Holders shall have instructed the Collateral Representative to stop withdrawing amounts from the Collateral Account pursuant to this subsection or (or, with respect y) the maturity of the Notes shall have been accelerated pursuant to any Pledged Securities AccountArticle 7 of the Note Purchase Agreement, the applicable institution maintaining such account) to provide Collateral Representative shall withdraw amounts deposited in the Agent with “read-only” internet access to each Collateral Account in accordance with Section 5.04(d) of the Note Purchase Agreement and Pledged Securities Accountapply them to pay, or reimburse the Company and its Subsidiaries for paying, the cost of repairing, restoring or replacing the affected property to the extent that the Company has certified, no less than 5 Business Days prior to the date of such withdrawal, that (i) it and its Subsidiaries intend to apply all or any portion of such amounts to pay the cost of repairing, restoring or replacing the affected property and (ii) if such property is to be replaced, the property acquired to replace it will be included in the Collateral at least to the extent that the property to be replaced was included therein; (d) Funds held in any Collateral Account may, until withdrawn, be invested and reinvested in such Temporary Cash Investments as applicablethe relevant Lien Grantor shall request from time to time; provided that, through if an Event of Default shall have occurred and be continuing, the Collateral Representative may select such Temporary Cash Investments. (e) If an Event of Default shall have occurred and be continuing, the Collateral Representative may withdraw any online service amounts held therein and apply such amounts as provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)in Section 9.

Collateral Accounts. (a) Subject The Trustee and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the last sentence Holders according to the provisions of this Section 6.14(a)Indenture, each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Documents and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountIntercreditor Agreement. (b) The Borrower Collateral Agent shall ensure that each establish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent at one of its corporate trust offices (which may include the Corporate Trust Office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent from Asset Dispositions of First-Priority Collateral, Recovery Events, foreclosures of or sales of First-Priority Collateral, Net Insurance Proceeds and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account, and thereafter shall be held, applied and/or disbursed by the Trustee or the Collateral Agent, as applicable, in accordance with the terms of this Indenture (including, without limitation, Sections 3.8, 6.10 and 11.8(a). In connection with any and all deposits to be made into the Collateral Accounts is titled in under this Indenture, the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the Trustee and/or the Collateral Agent to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianmake such deposit. (c) Each Credit Party will Pending the distribution of funds in the Collateral Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the Custodian (or, with respect to redemption of any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Accountinvestments, such applicable institution maintaining direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Accounts shall be credited to such accountCollateral Account. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c).

Collateral Accounts. (a) Subject Collateral Agent is hereby authorized to establish and maintain at its office at One Bankers Trust Plaza, New York, New York, two blocked accounts in the name of the Grantors and under the sole dominion and control of Collateral Agent, one, a restricted deposit account designated as "OI GRANTOR COLLATERAL ACCOUNT" and the second, a restricted deposit account designated "OI L/C COLLATERAL ACCOUNT". The "OI GRANTOR COLLATERAL ACCOUNT" is referred to herein as the "GENERAL COLLATERAL ACCOUNT", the "OI L/C COLLATERAL ACCOUNT" is referred to herein as the "L/C COLLATERAL ACCOUNT" and General Collateral Account and L/C Collateral Account, collectively, are referred to herein as the "COLLATERAL ACCOUNTS". All amounts at any time held in the Collateral Accounts shall be beneficially owned by Grantors but shall be held in the name of Collateral Agent hereunder, for the benefit of Secured Parties, as collateral security for the Secured Obligations upon the terms and conditions set forth herein and as provided in the Intercreditor Agreement. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in SECTION 5.4b of the Credit Agreement with respect to the last sentence General Collateral Account, otherwise receive any funds deposited into the Collateral Accounts. Anything contained herein to the contrary notwithstanding, the Collateral Accounts shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or Governmental Authority, as may now or hereafter be in effect. All deposits of funds in the Collateral Accounts shall be made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Collateral Agent. Each Grantor shall, promptly after initiating a transfer of funds to the Collateral Accounts, give notice to Collateral Agent by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Collateral Agent in the Collateral Accounts shall not be invested by Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Accounts pending application thereof as elsewhere provided in this Section 6.14(a)Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in the Collateral Accounts shall bear interest at the standard rate paid by Collateral Agent to its customers for deposits of like amounts and terms. Subject to Collateral Agent's rights hereunder, any Excluded Accountinterest earned on deposits of cash in the Collateral Accounts shall be deposited directly in, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountAccounts. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).

Collateral Accounts. Each of Opinion Research Corporation, Macro International Inc. and ORC ProTel, Inc. shall establish a separate collateral account with the Agent (a) Subject collectively, the “Collateral Accounts”). Each Borrower shall deposit or cause to be deposited into a collateral account designated for such Borrower on Schedule C hereto (or as otherwise designated by the last sentence of this Section 6.14(aAgent), each Credit Party all checks, drafts, cash and other remittances received by the Borrowers, and shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid deposit such items for credit to the applicable Collateral Account; provided thatAccounts within one (1) Business Day of the receipt thereof and in precisely the form received. Pending such deposit, in the event a Credit Party receives Borrowers will not commingle any Distribution from such items of payment with any Fund Asset consisting of securities their other funds or property, but will hold them separate and apart. The Borrowers hereby covenant and agree that cannot be held in a the Collateral AccountAccounts shall secure the Obligations and hereby grants, such Credit Party shall, upon assigns and transfers to or at the reasonable request direction of the Agent, hold such Distribution for the benefit of the Lenders ratably, a continuing security interest in an Pledged Securities Account. (b) The Borrower shall ensure that each all of its the Borrowers’ right, title and interest in and to the Collateral Accounts, whenever created or established. Subject to the terms of this Agreement or any other Loan Document, the Agent may apply funds in the Collateral Accounts is titled to any of the Obligations, including, without limitation, any principal, interest or other payment(s) not made when due, whether arising under this Loan Agreement and/or any other Loan Document, or any other Obligation of the Borrowers, without notice to the Borrowers, without regard to the origin of the deposits in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on account, the books and records beneficial ownership of the Custodian. Holding I shall ensure that each funds therein or whether such Obligations are owed jointly with another or severally; the order and method of its Collateral Accounts is titled such application to be in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records sole discretion of the CustodianAgent. Holding II The Agent’s right to deduct sums due under the Loan Documents from the Borrowers’ account(s) shall ensure that each of its Collateral Accounts is titled in not relieve the name of “AlpInvest Seed Fund Limited PartnerBorrowers from their obligation to make all payments required by the Loan Documents as and when required by the Loan Documents, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access shall not have any obligation to each Collateral Account and Pledged Securities Account, as applicable, through make any online service provided by such Custodian (or, with respect deductions or any liability whatsoever for any failure to any Pledged Securities Account, such applicable institution maintaining such account)do so.

Collateral Accounts. (ai) Subject The Trustee, as Group 1 Supplemental Interest Trust Trustee is hereby directed to perform the last sentence obligations of this Section 6.14(athe Custodian as defined under the Group 1 Credit Support Annexes (“Group 1 Custodian”), each Credit Party . The Group 1 Custodian shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable establish Group 1 Collateral Account. Each Credit Party The Group 1 Collateral Account shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records Group 1 Custodian in trust for the benefit of the CustodianHolders of the Class 1-A, Class 1-M and Class 1-B Certificates. Holding I The Group 1 Collateral Account must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall ensure that be entitled “[ ], Mortgage Pass-Through Certificates, Series [ ], Group 1 Collateral Account, Group 1 Supplemental Interest Trust Trustee, as Group 1 Custodian for the benefit of holders of the Class 1-A, Class 1-M and Class 1-B Certificates.” The Group 1 Custodian shall credit to the Group 1 Collateral Account all collateral (whether in the form of cash or securities) posted by [CAP/SWAP COUNTERPARTY] to secure the obligations of [CAP/SWAP COUNTERPARTY] in accordance with the terms of the related Group 1 Credit Support Annex. The Group 1 Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Group 1 Collateral Account in accordance with the related Group 1 Credit Support Annex. Cash collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex shall be invested at the written direction of [CAP/SWAP COUNTERPARTY] in Permitted Investments in accordance with the requirements of the related Group 1 Credit Support Annex. All amounts earned on amounts on deposit in the Group 1 Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to [CAP/SWAP COUNTERPARTY] The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Group 1 Schedule) with respect to [CAP/SWAP COUNTERPARTY] or upon occurrence or designation of an Early Termination Date (as defined in the Group 1 Schedule) as a result of any such Event of Default or Specified Condition with respect to [CAP/SWAP COUNTERPARTY], and, in either such case, unless [CAP/SWAP COUNTERPARTY] has paid in full all of its Obligations (as defined in the related Group 1 Credit Support Annex) that are then due, then any collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex, shall be applied by the Group 1 Custodian to the payment of any Obligations due to Party B (as defined in the related Group 1 Credit Support Annex) in accordance with the related Group 1 Credit Support Annex. Any excess collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex and remaining after payment of all amounts owing to Party B shall be withdrawn from the Group 1 Collateral Accounts Account and paid to [CAP/SWAP COUNTERPARTY] in accordance with the related Group 1 Credit Support Annex. (ii) The Trustee, as Group 2 Supplemental Interest Trust Trustee is titled hereby directed to perform the obligations of the Custodian as defined under Group 2 Credit Support Annexes (“Group 2 Custodian”). The Group 2 Custodian shall establish the Group 2 Collateral Account. The Group 2 Collateral Account shall be held in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records Group 2 Custodian in trust for the benefit of the CustodianHolders of the Class 2-A Certificates. Holding II The Group 2 Collateral Account must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall ensure that each be entitled “[ ], Mortgage Pass-Through Certificates, Series [ ], Group 2 Collateral Account, Group 2 Supplemental Interest Trust Trustee, as Group 2 Custodian for the benefit of its holders of the Class 2-A Certificates.” The Group 2 Custodian shall credit to the Group 2 Collateral Accounts is titled Account all collateral (whether in the name form of “AlpInvest Seed Fund Limited Partner, LLC (pledged cash or securities) posted by [CAP/SWAP COUNTERPARTY] to Barclays Bank PLC)” on secure the books and records obligations of [CAP/SWAP COUNTERPARTY] in accordance with the terms of the Custodianrelated Group 2 Credit Support Annex. Holding III The Group 2 Custodian shall ensure that each of its Collateral Accounts is titled maintain and apply all collateral and earnings thereon on deposit in the name Group 2 Collateral Account in accordance with the related Group 2 Credit Support Annex. Cash collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex shall be invested at the written direction of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on [CAP/SWAP COUNTERPARTY] in Permitted Investments in accordance with the books and records requirements of the Custodianrelated Group 2 Credit Support Annex. Holding IV shall ensure that each of its Collateral Accounts is titled All amounts earned on amounts on deposit in the name Group 2 Collateral Account (whether cash collateral or securities) shall be for the account of “ACP 2022 Marvel Blocker LLC and taxable to [CAP/SWAP COUNTERPARTY] The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (pledged to Barclays Bank PLC)” on each as defined in the books and records of the Custodian. (cGroup 2 Schedule) Each Credit Party will cause the Custodian (or, with respect to [CAP/SWAP COUNTERPARTY] or upon occurrence or designation of an Early Termination Date (as defined in the Group 2 Schedule) as a result of any Pledged Securities Accountsuch Event of Default or Specified Condition with respect to [CAP/SWAP COUNTERPARTY], and, in either such case, unless [CAP/SWAP COUNTERPARTY] has paid in full all of its Obligations (as defined in the applicable institution maintaining such accountrelated Group 2 Credit Support Annex) that are then due, then any collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex, shall be applied by the Group 2 Custodian to provide the Agent payment of any Obligations due to Party B (as defined in the related Group 2 Credit Support Annex) in accordance with “read-only” internet access the related Group 2 Credit Support Annex. Any excess collateral posted by [CAP/SWAP COUNTERPARTY] in accordance with the related Group 2 Credit Support Annex and remaining after payment of all amounts owing to each Party B shall be withdrawn from the Group 2 Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, paid to [CAP/SWAP COUNTERPARTY] in accordance with respect to any Pledged Securities Account, such applicable institution maintaining such account)the related Group 2 Credit Support Annex.

Collateral Accounts. (ai) Subject to With 60 days after the last sentence of this Section 6.14(a)date hereof, each Credit Party the Borrowers shall deliver such Collateral Account Agreements as the Lender shall require, duly executed by the Borrowers and the applicable collateral account agent. (ii) Each Borrower shall cause all checks and other non-cash payments on Receivables to be deposited to account No. 4311266522 maintained with Xxxxx Fargo Bank (Texas) N.A. within one Banking Day of receipt. Until so deposited, each Borrower shall hold all such payments in trust for and as the property of the Lender and shall not commingle such payments with any of its assets other than funds or property. (xiii) Fund AssetsAmounts deposited in a Collateral Account shall not bear interest and shall not be subject to withdrawal by any Borrower, except after full payment and discharge of all Obligations. (yiv) All deposits in a Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Borrower’s Equity Interests Obligations. The Lender from time to time at its discretion may, after allowing one Banking Day, apply deposited funds in any Holding Vehicle and (z) any cash held Collateral Account to the payment of the Obligations, in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect order or manner of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid application satisfactory to the applicable Lender, by transferring such funds to the Lender's general account. (v) All items deposited in any Collateral Account; provided thatAccount shall be subject to final payment. If any such item is returned uncollected, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held Borrowers will immediately pay the Lender, or, for items deposited in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution bank maintaining such account) , the amount of that item, or such bank at its discretion may charge any uncollected item to provide the Agent with “read-only” internet access to Borrowers' commercial account or other account. The Borrowers shall be liable as an endorser on all items deposited in each Collateral Account and Pledged Securities Account, as applicable, through any online service provided whether or not in fact endorsed by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account)a Borrower.

Collateral Accounts. (a) Subject The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the last sentence Holders according to the provisions of this Section 6.14(a)Indenture, each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Documents and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountIntercreditor Agreements. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Borrower Collateral Account shall ensure that each be a trust account and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral Accounts is titled shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the name Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreements, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of “Xxxxxxx XxxXxxxxx Private Markets Fund this Indenture (pledged including, without limitation, Section 2.01(a), Section 3.05, Section 6.10 and Section 11.08(a). In connection with any and all deposits to Barclays Bank PLC)” on be made into the books and records of Collateral Account under this Indenture, the Custodian. Holding I Trustee shall ensure that each of its Collateral Accounts is titled in receive an Officers’ Certificate directing the name of “AlpInvest CAPM Holdings, LLC (pledged Trustee to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianmake such deposit. (c) Each Credit Party will Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the Custodian (orredemption of any such investments and to transmit the proceeds to the Company or its designee, with respect in each case, to the extent permitted under Section 2.01(a) and Section 3.05 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any Pledged Securities Account, investment of funds in the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities shall be credited to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, as applicable, through any online service provided by such Custodian (or, liquidation or redemption thereof made in accordance with respect to any Pledged Securities Account, such applicable institution maintaining such accountthe provisions of this Section 11.08(c).

Collateral Accounts. (aA) Subject There is hereby established with the Collateral Agent a cash collateral account (the "General Collateral Account") in the name and under the control of the Collateral Agent into which there shall be deposited on each Domestic Business Day the cash proceeds of the Collateral required to be delivered to the last sentence Collateral Agent pursuant to Section 9(B) or any other provision of this Agreement or the Credit Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the General Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to Section 6.14(a)9(G) hereof, each Credit Party shall cause all constitute part of its assets other than the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Lien Grantor agrees that, from and after the date on which the requirements of clauses (x) Fund Assets, and (y) first apply under Section 5.30(b) of the Borrower’s Equity Interests in Credit Agreement, if the proceeds of any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions hereunder (including Distributions In Kind) all cash, checks, drafts, money orders and other payments in respect of Fund Assets Accounts) shall be received by it, such Lien Grantor shall, as promptly as possible (and in any event within one (1) Business Day after receipt thereof) deposit such proceeds into a Blocked Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Borrower’s direct Lenders and shall not be commingled with any other funds or indirect Equity Interests property of any Lien Grantor. In accordance with the Blocked Account Agreements to be executed and delivered to the Collateral Agent pursuant to Section 5.30(a) of the Credit Agreement, each Blocked Account Bank shall remit all proceeds of such payments deposited in the Holding Vehicles Blocked Accounts directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account. (C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the name and under the Additional Pledgor control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreement, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral AccountAgent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E). (D) On or before the date on which the Lien Grantors are first required to deposit proceeds of the Collateral into the Blocked Accounts pursuant to Section 9(B), the Borrower will provide to the Collateral Agent a complete Schedule 1 hereto on which shall be identified all Operating Accounts to which the Borrower may instruct the Collateral Agent to transfer funds from the General Collateral Account from time to time pursuant to Section 2.09(b) of the Credit Agreement and this Section 9(D). On each Domestic Business Day on which there is a balance standing to the credit of the General Collateral Account (other than funds constituting cash collateral for outstanding Letters of Credit), the Collateral Agent shall inform the Agent thereof and such funds shall be applied to the Secured Obligations on such day in accordance with Section 2.09(b) of the Credit Agreement. After application as aforesaid, and so long as no Event of Default has occurred and is continuing, the balance of such funds shall be transferred to one or more Operating Accounts in accordance with the Borrower's instructions. (E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended. (F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13. (G) Amounts on deposit in the Collateral Accounts shall be invested and re- invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Lenders, cause such Liquid Investments to be liquidated and apply or cause to be applied the proceeds thereof allocable to any Lien Grantor to the payment of the Secured Obligations of such Lien Grantor in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities manner specified in Section 13. For this purpose, "Liquid Investments" means Temporary Cash Investments; provided that cannot be held (i) each Liquid Investment shall mature within 30 days after it is acquired by the Collateral Agent and (ii) in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) order to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities AccountAgent, as applicable, through any online service provided by such Custodian (orfor the benefit of the Secured Parties, with respect to any Pledged Securities Accounta perfected Security Interest therein, such applicable institution maintaining such account).each Liquid Investment shall be either:

Collateral Accounts. (a) Subject to The Collateral Agent shall establish and maintain at its principal banking office in New York City three accounts into which it shall (except as otherwise explicitly provided in the last sentence of this Section 6.14(a), each Credit Party shall cause Master Pledge Agreement) deposit all of amounts received by it in its assets other than capacity as Collateral Agent (x) Fund Assets, (y) the Borrower’s Equity Interests and not in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kindother capacity) in respect of Fund Assets the Collateral upon an Event of Default, including all monies received on account of any sale of or other realization upon any of the Collateral pursuant to the Master Pledge Agreement. One of the three accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations (the "Credit Agreement Collateral Account"), the second account shall be established and maintained for the benefit of the Senior Note Creditors (the "Senior Note Collateral Account") and the Borrower’s direct or indirect Equity Interests in third such account shall be established and maintained for the Holding Vehicles benefit of the L/C Parties (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Senior Note Collateral Account, such Credit Party shall, upon the reasonable request "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the AgentMaster Pledge Agreement, hold it being understood that any such Distribution amounts may be released to the Issuers to the extent required by the Master Pledge Agreement (any amounts so released to be released from the respective Collateral Accounts pro rata in an Pledged Securities Accountaccordance with the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) below). None of the Issuers or the Guarantors shall have any rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts. (b) The Borrower shall ensure Except as set forth in paragraphs (d) and (g) below, all amounts that each of its the Collateral Agent is required at any time to deposit in the respective Collateral Accounts is titled pursuant to paragraph (a) above shall be allocated as among, and deposited in, the Credit Agreement Collateral Account and the Senior Note Collateral Account pro rata in accordance with the name aggregate amount of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books Outstanding Credit Agreement Obligations and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the CustodianOutstanding Senior Note Obligations. (c) Each The Collateral Agent shall establish sub-accounts in the Letter of Credit Party will cause Collateral Account with respect to each outstanding Letter of Credit. All amounts deposited in the Custodian Letter of Credit Collateral Account shall be allocated among, and deposited in, the respective sub-accounts therein pro rata in accordance with the Unfunded L/C Exposure with respect to the related Letters of Credit. If, on or after the date on which any funds are deposited in the Letter of Credit Collateral Account pursuant to paragraph (b) above, any Letter of Credit is drawn upon by the beneficiary thereof, the Collateral Agent shall, upon the written request of the Administrative Agent, apply any funds in the sub-account with respect to such Letter of Credit to the reimbursement of such L/C Disbursement as if such reimbursement were being made by the Borrowers pursuant to the Credit Agreement (but not in an amount in excess of the amount of such drawing plus accrued and unpaid interest thereon from the date of draw to the date of payment). (d) At the time of any expiration or cancellation of any outstanding Letter of Credit, or any other reduction in the amount of Unfunded L/C Exposure thereunder (other than as a result of an L/C Disbursement), the amount of funds in the sub-account with respect to such Letter of Credit (or, in the case of any partial reduction in the amount of Unfunded L/C Exposure thereunder, a pro rata portion of such funds) shall be released from such sub-account, and the funds so released shall be allocated among, and deposited in, the Credit Agreement Collateral Account, the Senior Note Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the aggregate amount of the Outstanding Credit Agreement Obligations, Outstanding Senior Note Obligations and Unfunded L/C Exposure, respectively, at such time. (e) The Collateral Agent shall have the right at any time and from time to time to apply any amounts in the Collateral Accounts to the payment of the reasonable out-of-pocket costs and expenses (including disbursements and, in the case of the Collateral Agent, reasonable attorney fees) incurred by the Collateral Agent, the Administrative Agent and the Indenture Trustee in administering and carrying out their respective obligations under this Agreement or the Master Pledge Agreement, in exercising or attempting to exercise any right or remedy hereunder or thereunder or in taking possession of, protecting, preserving or disposing of any item of Collateral, and all amounts against or for which the Collateral Agent, the Administrative Agent and the Indenture Trustee is to be indemnified or reimbursed hereunder (excluding any such costs, expenses or amounts that have theretofore been reimbursed) until all of such costs, expenses and amounts have been paid in full; provided, however, that any such application shall be allocated as among the Credit Agreement Collateral Account, the Letter of Credit Collateral Account (provided that the aggregate amounts deposited in the Letter of Credit Collateral Account shall be deemed to have been reduced by any amounts released from such Account pursuant to paragraph (d) above) and the Senior Note Collateral Account ratably in accordance with the aggregate amounts deposited in such Accounts during the term of this Agreement. The Collateral Agent shall reimburse any Credit Agreement Creditor or Senior Note Creditor, as the case may be, prior to applying any amounts in the Collateral Accounts pursuant to Section 4.02 for any and all losses with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, amounts expended with respect to any Pledged Securities Accountindemnity provided in accordance with Section 5.03(d) by such Credit Agreement Creditor or Senior Note Creditor by application of funds in the Collateral Accounts in the same manner as provided in the proviso to the preceding sentence. (f) For purposes of determining allocations and deposits of funds (but not distributions of funds) pursuant to this Section 4.01 and Section 4.02, any Outstanding Obligations shall be deemed to be reduced by the amount, if any, held by the Collateral Agent in the Collateral Account (or sub-account therein) from which distributions are to be paid in respect of such applicable institution maintaining Outstanding Obligations. (g) If, at any time that the Collateral Agent receives any amounts to be deposited in the Collateral Accounts, any portion of the Outstanding Obligations consists of out-of-pocket costs and expenses (including attorney fees and disbursements) or other claims in respect of any indemnification or expense reimbursement obligations of any of the Parent Guarantor, the Company or the Subsidiaries under any of the Senior Credit Documents (collectively, "Reimbursement Obligations"), then, prior to allocating such accountamounts among the Collateral Accounts, the Collateral Agent shall, to the extent it shall have received notice of such Reimbursement Obligations, apply such amounts to pay such Reimbursement Obligations (pro rata among such Reimbursement Obligations, in the event that the amount to be so applied is insufficient to pay all such Reimbursement Obligations in full); provided, however, that the aggregate cumulative amount applied pursuant to this paragraph (g) to pay Reimbursement Obligations to Secured Parties (other than the Collateral Agent or otherwise in respect of amounts referred to in paragraph (e) above) shall not exceed $2,000,000.

Collateral Accounts. (a) Subject The Trustee is authorized to receive any funds for the benefit of the Holders dis- tributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the last sentence Holders according to the provisions of this Section 6.14(a)Indenture, each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Documents and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountIntercreditor Agreement. (b) Within sixty (60) days after the Issue Date, or as soon as practicable thereafter upon the use of commercially reasonable efforts, the Company shall establish the Collateral Account, which shall be under the sole dominion and control of the Notes Collateral Agent. The Borrower Collateral Ac- count shall ensure that each be a trust account and may be established and maintained by the Notes Collateral Agent at one of its corporate trust offices and all proceeds in respect of the Notes Collateral Accounts is titled shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Sales or Recovery Events in respect of Notes Collateral, or from foreclosures of or sales of Notes Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, is- sues, profits and income from the Notes Collateral received pursuant to the Collateral Documents, shall be deposited in the name Collateral Account to the extent required by this Indenture, the Collateral Documents or the Intercreditor Agreement, and thereafter shall be held, applied and/or disbursed by the Notes Collat- eral Agent in accordance with the terms of “Xxxxxxx XxxXxxxxx Private Markets Fund this Indenture (pledged including, without limitation, Section 3.05, Section 6.10 and Section 12.08(a)). In connection with any and all deposits to Barclays Bank PLC)” on be made into the books and records of Collateral Account under this Indenture, the Custodian. Holding I Notes Collateral Agent shall ensure that each of its receive an Officers’ Certificate directing the Notes Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged Agent to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianmake such deposit. (c) Each Credit Party will Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agent in writing to invest such funds in Cash Equivalents spec- ified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Notes Collateral Agent in writing to sell, liquidate or cause the Custodian (orredemption of any such investments and to transmit the proceeds to the Company or its designee, with respect in each case, to the extent permitted under Section 3.05 hereof, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any Pledged Securities Account, investment of funds in the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities shall be credited to the Collateral Account. The Notes Collateral Agent shall have no liability for the se- lection of any Cash Equivalent or for any loss incurred in connection with any investment or any sale, as applicable, through any online service provided by such Custodian (or, liquidation or redemption thereof made in accordance with respect to any Pledged Securities Account, such applicable institution maintaining such accountthe provisions of this Section 12.08(c).

Collateral Accounts. Each Borrower or Lessor, as the context may require, shall establish prior to the relevant Drawdown Date at the Security Trustee an account (aeach a “Collateral Account” and together the “Collateral Accounts”) in the name of and under the control of the Security Trustee, into which all Basic Rent, Return Compensation Payments and any Event of Loss proceeds, and any other amounts payable by the relevant Lessee to such Mortgagor under the relevant Lease (including proceeds of insurance but excluding any Excluded Payment, any maintenance reserves or supplemental rent payable under such Lease and any security deposit payable under such Lease), and all amounts payable in connection with the Loan related to the related Aircraft under the Loan Operative Documents, including without limitation any amounts payable to the relevant Borrower under a Swap Agreement with respect thereto, shall be deposited into the relevant Collateral Account. The balance from time to time in the Collateral Accounts shall be under the control of the Security Trustee and shall constitute part of the Mortgaged Property hereunder and shall not constitute payment of the Secured Obligations until applied as herein provided and shall be subject to withdrawal only as provided herein. All amounts deposited into the Collateral Accounts shall be applied in the manner set forth in Section 3.01 (subject to Section 3.02 or 3.03, as the case may be). Subject to the last sentence of this Section 6.14(a)foregoing, each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle relevant Mortgagor and (z) any cash held in any Excluded Account, the Security Trustee hereby irrevocably instruct Wilmington Trust Company to be paid to and held apply amounts on deposit in the applicable Collateral AccountAccounts in the manner set forth in Section 3.01, 3.02 or 3.03, as the case may be. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Such Mortgagor and the Borrower’s direct Security Trustee agree that any amounts received into the relevant Collateral Account and not immediately applied pursuant to Section 3.01 or indirect Equity Interests 3.02 may be invested from time to time in Agreed Investments unless otherwise instructed by the Holding Vehicles relevant Mortgagor, or, following the occurrence of a Default or an Event of Default which is continuing, the Required Participants, and that any income earned or losses incurred on such investments will be for the Additional Pledgor account of the relevant Mortgagor (where funds credited to such Collateral Account are invested). For the avoidance of doubt, the Mortgagee and each Mortgagor agrees that any maintenance reserves or supplemental rent payable under a Lease and any security deposit payable under a Lease that is deposited in a Collateral Account may be paid to the applicable Collateral Account; provided that, in relevant Mortgagor or the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountBorrower Parent. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).

Collateral Accounts. (a) Subject to The Collateral Agent shall establish and maintain for the last sentence benefit of this the Secured Parties one or more accounts, as “Deposit Accounts” under and as defined in Section 6.14(a9-102(a)(29) of the New York UCC (each a “Collateral Account”), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable name of the Collateral Agent that shall be administered and operated as provided in this Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of the respective Secured Parties as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) Initially, each Collateral Account will be established with the Collateral Agent. Notwithstanding any contrary provision that may be contained in respect of Fund Assets and any Related Document, the Borrower’s direct or indirect Equity Interests provisions contained in the Holding Vehicles and the Additional Pledgor to be paid this Agreement relating to the applicable Collateral Account; provided that, in Accounts and to the event a Credit Party receives any Distribution from any Fund Asset consisting flow of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request funds into and out of the Agent, hold such Distribution Collateral Accounts are consented to by the parties hereto (in an Pledged Securities Accountaccordance with Section 6.1 hereof) and shall control. (b) The Borrower Servicer and the Grantor shall ensure cause: (i) all amounts due from Manufacturers and their related auction dealers under their Manufacturer Programs with respect to the Vehicles, other than Excluded Payments, to be deposited directly into a Collateral Account by the Manufacturers or the related auction dealers; (ii) all amounts representing the proceeds from sales of ZVF Vehicles or ZVF Segregated Vehicles to third parties, other than the Manufacturers or their related auction dealers, to be deposited directly into a Collateral Account and, to the extent that each any such amounts are received by the Servicer, to be deposited into a Collateral Account within two Business Days of its such receipt; (iii) all insurance proceeds and warranty payments in respect of ZVF Vehicles or ZVF Segregated Vehicles to be deposited directly into a Collateral Accounts Account and, to the extent that any such insurance proceeds or warranty payments are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt; provided, however, that unless an Amortization Event or Specified Potential Amortization Event with respect to any Series of Notes has occurred and is titled continuing, insurance proceeds and warranty payments with respect to the ZVF Vehicles shall not be required to be deposited in a Collateral Account; provided, further, however, that unless an Amortization Event with respect to a Segregated Collateral Agency Series Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the ZVF Segregated Vehicles relating to such Segregated Series shall not be required to be deposited into a Collateral Account; and (iv) all other Proceeds from the sale (other than a sale to Zipcar under Section 2.4 of the ZVF Lease) of the Vehicle Collateral, to be deposited directly into the applicable Collateral Account and, to the extent that any such Proceeds are received by the Servicer, to be deposited into a Collateral Account within two Business Days of such receipt. In addition, if the Grantor receives any Proceeds of the Vehicle Collateral directly, it shall deposit such Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (i) or (ii) of this Section 2.4(b) and determines that such amount is Proceeds of the ZVF Collateral, Proceeds of the ZVF Segregated Collateral or Proceeds with respect to the other vehicles owned by Zipcar before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.4(b), the Servicer shall deposit such amount directly into the Collection Account if it is Proceeds of the ZVF Vehicle Collateral, deposit such amount directly into the collection account specified in the name Segregated Series Supplement for the applicable Segregated Series of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books Notes if it is Proceeds of any ZVF Segregated Series Vehicle Collateral and records deposit such amount into an account specified by Zipcar if it is Proceeds of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianother vehicles owned by Zipcar. (c) Each Credit Party will cause The Collateral Agent shall promptly notify the Custodian (Servicer when funds are deposited in any Collateral Account or, with respect to any Pledged Securities Accountin lieu thereof, the applicable institution maintaining such account) to provide Collateral Agent may grant the Agent with Servicer online access in “read-only” internet access format to view balances, deposits and activity relating to the Collateral Account. Promptly after the deposit of any funds into a Collateral Account, but in no event more than three Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the ZVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of ZVF Segregated Series Vehicle Collateral with respect to each Segregated Series. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and Pledged Securities Account, as applicable, through deposit in the Collection Account all amounts representing Proceeds of the ZVF Collateral and withdraw from the applicable Collateral Account and deposit in the appropriate collection account relating to the applicable Segregated Series all amounts representing Proceeds of any online service provided by such Custodian ZVF Segregated Series Vehicle Collateral. (or, d) If at any time the Servicer or any Secured Party shall receive any funds with respect to any Pledged Securities Accountwhich it has knowledge that it is not entitled pursuant to the provisions of this Agreement, the Servicer or such applicable institution maintaining Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such account)Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

Collateral Accounts. The Collateral Agent shall establish and maintain three accounts into which it shall (a) Subject to the last sentence of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests except as otherwise explicitly provided in any Holding Vehicle Security Document) deposit all amounts received by it in its capacity as Collateral Agent (and (z) any cash held not in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kindother capacity) in respect of Fund Assets the Collateral upon an Actionable Default, including all monies received on account of any sale of or other realization upon any of the Collateral pursuant to any Security Document and all amounts allocated from the Special Collateral Account pursuant to Section 7.2; provided, however, that notwithstanding any other provision of this Agreement, if the Collateral Agent (i) shall be a Bank Creditor, amounts that the Collateral Agent shall receive on account of the Outstanding Credit Agreement Obligations in its capacity as a Bank Creditor, and not through the sale of or other realization upon any Collateral as provided herein and in the Security Documents, shall be distributed by it in accordance with the provisions of the Credit Agreement and shall not be deposited in the Collateral Accounts and (ii) shall be a Noteholder, amounts that the Collateral Agent shall receive on account of the Outstanding Note Agreement Obligations in its capacity as Noteholder, and not through the sale of or other realization upon any Collateral as provided herein and in the Security Documents, shall be distributed by it in accordance with the terms of the Note Agreement and shall not be deposited in the Collateral Accounts. One of the three accounts referred to in the preceding sentence shall be established and maintained for the benefit of the Bank Creditors in respect of the Outstanding Credit Agreement Obligations (the "Credit Agreement Collateral Account"), the second account shall be established and maintained for the benefit of the Noteholders (the "Note Agreement Collateral Account") and the Borrower’s direct or indirect Equity Interests in third such account shall be established and maintained for the Holding Vehicles benefit of the LOC Creditors (the "Letter of Credit Collateral Account" and, together with the Credit Agreement Collateral Account and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Note Agreement Collateral Account, such Credit Party shall, upon the reasonable request "Collateral Accounts"). All amounts deposited in the respective Collateral Accounts shall be held by the Collateral Agent subject to the terms hereof and of the AgentSecurity Documents, hold it being understood that any such Distribution in an Pledged Securities Account. amounts may be released to any Obligor to the extent required by any of the Security Documents (b) The Borrower shall ensure that each of its any amounts so released to be released from the respective Collateral Accounts is titled pro rata in accordance with the aggregate amounts deposited in such accounts during the term of this Agreement; provided, however, that the aggregate amounts deposited in the name Letter of “Xxxxxxx XxxXxxxxx Private Markets Fund Credit Collateral Account shall be deemed to have been reduced by any amounts released from such account pursuant to paragraph (pledged d) below). The Obligors shall have no rights with respect to, and the Collateral Agent shall have exclusive dominion and control over, the Collateral Accounts. Prior to Barclays Bank PLC)” on the books liquidation of any Collateral by the Collateral Agent and records the allocation of the Custodian. Holding I proceeds of such Collateral to the Collateral Accounts, such Collateral shall ensure that each of its be held by the Collateral Accounts is titled in Agent for the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records ratable benefit of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the CustodianParticipating Creditors. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).

Collateral Accounts. (a) Subject The Borrower will from time to time instruct the Custodian, by any of the means mutually agreed to between the Borrower and the Custodian, to segregate certain U.S. cash, U.S. Government securities, or other U.S. securities or foreign securities (exclusive of Japanese government bonds) to the last sentence of this Section 6.14(aextent in each case acceptable to all parties hereto and in which the Borrower has granted a security interest to the Agent (after giving effect to the segregation, the “Collateral”), each Credit Party shall cause all of its assets . (b) Collateral other than cash Collateral will be identified and segregated on the Custodian’s books and records and credited to a securities account under the name of the Borrower as the entitlement holder for the benefit of the Agent. The identification and segregation of the Collateral are herein referred to as the “Securities Account”. (xc) Fund AssetsThe Custodian will satisfy the requirement to segregate cash Collateral by identifying and crediting the cash Collateral to one or more separate deposit accounts (collectively, the “Deposit Account” and, together with the Securities Account, the “Collateral Accounts”) under the name of the Borrower as the Custodian’s customer for the benefit of the Agent. (yd) The Custodian will credit to the Borrower’s Equity Interests in any Holding Vehicle custodial account, exclusive of the Collateral Accounts, all interest, dividends and other income and other distributions (zincluding, without limitation, maturity proceeds) any cash held in any Excluded Accountreceived by the Custodian on the Collateral. Cash interest, to dividends and other income and other distributions will be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid credited to the applicable Collateral Account; provided thatDeposit Account and non-cash interest, in dividends and other income and other distributions will be credited to the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account. (be) The Custodian may in its discretion decline to follow an instruction originated by the Borrower under Section 2(a) if following the instruction would in the Custodian’s sole judgment, after taking into account the subordination in Section 7(c), result in any remaining assets in the custodial account being inadequate to cover any obligations of the Borrower to the Custodian. The Custodian will notify the Borrower of any decision to decline to follow the instruction. (f) The Borrower shall ensure that each of its Collateral Accounts is titled in will pay to the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged Custodian the monthly fee agreed to Barclays Bank PLC)” on between the books Borrower and records the Custodian for the opening and ongoing maintenance of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the CustodianAccounts. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).

Collateral Accounts. (a) Subject The Trustee and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the last sentence Holders according to the provisions of this Section 6.14(a)Indenture, each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Documents and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountIntercreditor Agreement. (b) The Borrower Collateral Agent shall ensure that each establish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent, subject to the Intercreditor Agreement. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent at one of its corporate trust offices and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent from awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Collateral Account, and thereafter shall be held, applied and/or disbursed by the Trustee or the Collateral Agent, as applicable, in accordance with the terms of this Indenture (including, without limitation, Sections 3.7, 6.10 and 10.9(a)) and the Intercreditor Agreement. In connection with any and all deposits to be made into the Collateral Accounts is titled in under this Indenture, the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the Trustee and/or the Collateral Agent to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianmake such deposit. (c) Each Credit Party will Pending the distribution of funds in the Collateral Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the Custodian (or, with respect to redemption of any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Accountinvestments, such applicable institution maintaining direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Accounts shall be credited to such accountCollateral Account. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 10.9(c).

Collateral Accounts. i) The Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts (each a “Collateral Account”), each in the name of the Collateral Agent or, prior to the date of termination of the Master Exchange Agreement pursuant to Section 7.01(b) thereof, the joint name of the Collateral Agent and the Intermediary, that shall be administered and operated as provided in this Agreement and the Master Exchange Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of each Secured Party as their interests may appear. Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent and the Intermediary shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account. Initially, each Collateral Account will be established with the Collateral Agent. (a) Subject The Servicer and each Grantor shall cause: (i) all amounts due from Manufacturers and their related auctions dealers under their Manufacturer Programs with respect to the last sentence of this Section 6.14(a)Vehicles, each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle Excluded Payments and (z) any cash held in any Excluded AccountPermitted Check Payments, to be paid to and held in deposited directly into a Collateral Account by the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Manufacturers and the Borrower’s direct or indirect Equity Interests related auction dealers; provided, however, that, unless there has been a failure by HGI to make a payment to HVF on account of an Invoice Adjustment when due in accordance with Section 1.05(d) of the Holding Vehicles Purchase Agreement and the Additional Pledgor such failure is continuing, payments by Manufacturers on account of Invoice Adjustments shall not be required to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held deposited in a Collateral Account; (ii) all amounts representing the proceeds from sales of Vehicles to third parties, such Credit Party shallother than the Manufacturers or their related auction dealers, upon and all amounts received by the reasonable request Servicer in the form of Permitted Check Payments to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; (iii) all insurance proceeds and warranty payments in respect of the AgentVehicles, hold other than Excluded Payments, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; provided, however, that unless an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the Vehicles shall not be required to be deposited in a Collateral Account; (iv) all amounts payable by the Nominee pursuant to Section 11(b) of the Nominee Agreement to be deposited directly into a Collateral Account by the Nominee; (v) all amounts payable by the Hertz Nominee pursuant to Section 10 of the Hertz Nominee Agreement to be deposited directly into a Collateral Account by the Hertz Nominee; (vi) all amounts payable by the HFC Nominee pursuant to Section 10 of the HFC Nominee Agreement to be deposited directly into a Collateral Account by the HFC Nominee; and (vii) all other Proceeds of the Vehicle Collateral, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer. In addition, any Grantor receiving any Proceeds of the Vehicle Collateral directly shall deposit such Distribution Proceeds into a Collateral Account within two Business Days of receipt. Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (ii), (iii) or (vii) of this Section 2.5(b) and determines that such amount is Proceeds of the HVF Collateral or Proceeds of the HGI Collateral before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.5(b), the Servicer shall deposit such amount directly into the Collection Account or an Pledged Securities AccountHVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HVF Vehicle Collateral or deposit such amount directly into the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HGI Collateral. (b) The Borrower Collateral Agent shall ensure that each promptly notify the Servicer when funds are deposited in any Collateral Account. Promptly after the deposit of its any funds into a Collateral Accounts is titled Account, but in no event more than seven Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the HVF Vehicle Collateral and (ii) the amount thereof which represents Proceeds of the HGI Vehicle Collateral. The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in either the Collection Account or, in the name case of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records Relinquished Property Proceeds, an HVF Exchange Account for application in accordance with Section 4.02 of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records Master Exchange Agreement all amounts representing Proceeds of the Custodian. Holding II shall ensure that each of its HVF Collateral Accounts is titled and withdraw from the applicable Collateral Account and deposit in either the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records Master Exchange Agreement all amounts representing Proceeds of the CustodianHGI Collateral. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records Upon receipt by a Responsible Officer of the CustodianCollateral Agent from a Manufacturer of any information pertaining to payments made by such Manufacturer or an auction dealer to a Collateral Account in connection with any Manufacturer Program, the Collateral Agent shall provide such information to the Servicer. (c) Each Credit If at any time the Servicer or any Secured Party will cause shall receive any funds to which it is not entitled pursuant to the Custodian (or, with respect to any Pledged Securities Accountprovisions of this Agreement, the applicable institution maintaining Collateral Agent, the Servicer or such accountSecured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to provide ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents. (d) The Servicer may instruct in writing the Collateral Agent with “read-only” internet access to each invest funds on deposit in a Collateral Accounts in Permitted Investments. If the Collateral Agent does not receive instructions from the Servicer prior to 11:00 a.m., New York City time, on any day as to the distribution or investment of any funds on deposit in a Collateral Account then the Collateral Agent shall invest such funds in Permitted Investments pursuant to an investment letter previously delivered by the Servicer to the Collateral Agent. All investments of funds on deposit in any Collateral Account shall be redeemable or mature on the next Business Day. The Collateral Agent shall not be responsible for any losses incurred on any investments made pursuant to this Section 2.5(e). All investment earnings (net of losses and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect investment expenses) shall be payable to any Pledged Securities Account, such applicable institution maintaining such account)the Servicer on each Payment Date.

Collateral Accounts. (a) Subject The Collateral Account Parties shall at all times maintain the Collateral Accounts in accordance with their applicable Account Control Agreements and the other Financing Documents. Tellurian and its domestic Subsidiaries shall ensure that each Collateral Account is at all times subject to the last sentence of this Section 6.14(a)an Account Control Agreement, each Credit Party and shall cause all of its assets not maintain any securities accounts or deposit accounts other than than: (x) Fund Assets, (ya) the Borrower’s Equity Interests in any Holding Vehicle Collateral Accounts; and (zb) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral AccountAccounts; provided that, in that Tellurian and its domestic Subsidiaries shall be permitted to open new securities accounts or deposit accounts so long as Tellurian or such Subsidiary enters into an Account Control Agreement within 15 days of opening such account (or such longer period agreed to by the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountRequired Lenders). (b) The Borrower At all times each Loan Party shall ensure that each deposit and maintain, or cause to be deposited and maintained, all Project Revenues, insurance proceeds, and other amounts received into the Collateral Accounts, and request or make only such payments and transfers out of its the Collateral Accounts is titled in as permitted by the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the CustodianFinancing Documents. (c) Each Credit Party will The Loan Parties shall cause the Custodian aggregate amount of cash on deposit in the Collateral Accounts, as of the last day of each calendar month, to equal or exceed $30,000,000. Within five (or, with respect to any Pledged Securities Account5) Business Days following the last day of each calendar month, the applicable institution maintaining such accountBorrower shall deliver: (i) a certificate to provide the Administrative Agent in the form attached hereto as Exhibit G certifying that the Loan Parties are in compliance with “read-only” internet access to the requirements of this Section 5.18(c); and (ii) in electronic format, the balance on deposit in each Collateral Account and Pledged Securities Accounteach Excluded Account as of the last day of such calendar month. (i) If Tellurian or any domestic Subsidiary of Tellurian (other than ProductionCo or its Subsidiaries) opens, as applicableor instructs any Person to open, through any online service provided by such Custodian (ordeposit account or securities account after the Closing Date, with respect to any Pledged Securities Account, such applicable institution maintaining then the Borrower shall notify the Administrative Agent of the existence of such account, including the account number and the financial institution at which such account is held, within five (5) days thereafter. (ii) If ProductionCo or any of its Subsidiaries opens, or instructs any Person to open, any securities account or deposit account after the Closing Date, then the Borrower shall notify the Administrative Agent of the existence of such account, including the account number and the financial institution at which such account is held, on or prior to the date that the Borrower is required to deliver the next certificate pursuant to Section 5.18(c) after the date on which such account is opened. (e) If: (i) ProductionCo has satisfied in full all of its obligations under the ProductionCo Credit Agreement (other than contingent obligations that survive repayment in full of the Indebtedness under the ProductionCo Credit Agreement); and (ii) has not entered into a Permitted Refinancing of the ProductionCo Loan Documents contemporaneously therewith, then the Loan Parties shall not permit ProductionCo or any of its Subsidiaries to maintain any deposit accounts or securities accounts unless such deposit accounts or securities accounts are subject to a perfected, first-priority security interest of the Collateral Agent for the benefit of the Secured Parties.

Collateral Accounts. Borrower shall, and shall cause each Guarantor to, provide Agent five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution. In addition, for each Collateral Account that any Borrower or Guarantor at any time maintains (and in connection with any such Collateral Account established after the Closing Date, prior to opening such Collateral Account), Borrower shall, and shall cause each Guarantor to, cause the applicable bank or financial institution at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Agent’s Lien in such Collateral Account in accordance with the terms hereunder, which Control Agreement, inter alia, (a) Subject provides that, upon written notice from Agent, such bank or financial institution shall comply with instructions originated by Agent directing disposition of the funds in such Collateral Account without further consent by Borrower or such Guarantor and (b) may not be terminated without prior written consent of Agent. The provisions of the previous sentence shall not apply to (i) the last sentence Deposit Account maintained at Zions Bank as set out in the Perfection Certificate for so long as the balance maintained in such account does not exceed Five Hundred Fifty Thousand Dollars ($500,000) at any time, (ii) Deposit Accounts subject to a Lien permitted by clause (k) of this Section 6.14(a)the definition of “Permitted Liens” for so long as a Lien in favor of Agent on such Deposit Account is prohibited, each (iii) Deposit Accounts exclusively used for payroll, payroll taxes and, in Agent’s discretion, other employee wage and benefit payments to or for the benefit of a Credit Party shall cause Party’s employees and identified to Agent by Borrower as such; provided, however, that, at all times from and after the date which is thirty (30) days following the earlier to occur of its assets other than (x) Fund Assets, the initial Tranche 2 Funding Date and (y) the Borrower’s Equity Interests cash and cash equivalents as of the end of any month do not exceed $30,000,000, Borrower shall maintain one (1) or more separate Deposit Accounts to hold any and all amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies allocated for such purposes with funds in any Holding Vehicle other Deposit Account. The total amount of cash and cash equivalents held by (i) Recursion GmbH in Deposit Accounts shall not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000) (or the foreign currency equivalent thereof) at any one time and (zii) any cash held in any Excluded AccountSubsidiaries that are not Guarantors (other than Recursion GmbH) shall not, to be paid to and held individually or in the applicable Collateral Account. Each Credit Party shall cause all Distributions aggregate, exceed Five Hundred Thousand Dollars (including Distributions In Kind$500,000) in respect of Fund Assets and (or the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives foreign currency equivalent thereof) at any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Accountone time. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).

Collateral Accounts. (a) Subject The Trustee and Collateral Agent, as applicable, are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the last sentence Holders according to the provisions of this Section 6.14(a)Indenture, each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in any Holding Vehicle and (z) any cash held in any Excluded Account, to be paid to and held in the applicable Collateral Account. Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets Documents and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities AccountIntercreditor Agreements. (b) The Borrower Collateral Agent shall ensure that each establish the Collateral Accounts when and as needed. Such Collateral Accounts shall at all times thereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Collateral Agent. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Collateral Agent at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee and/or Collateral Agent from Asset Dispositions of Collateral, Recovery Events, foreclosures of or sales of the Collateral, issuances of Additional Notes and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the Non-ABL Collateral Account, in the case of proceeds from Non-ABL Collateral, or in the ABL Collateral Account, in the case of proceeds from ABL Collateral, and thereafter shall be held, applied and/or disbursed by the Trustee or the Collateral Agent, as applicable, in accordance with the terms of this Indenture (including, without limitation, Sections 2.1(a), 3.7, 6.10 and 11.8(a). In connection with any and all deposits to be made into the Collateral Accounts is titled in under this Indenture, the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged Collateral Documents or the Intercreditor Agreements, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the Trustee and/or the Collateral Agent to Barclays Bank PLC)” on the books and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodianmake such deposit. (c) Each Credit Party will Pending the distribution of funds in the Collateral Accounts in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee and/or the Collateral Agent to sell, liquidate or cause the Custodian (or, with respect to redemption of any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Accountinvestments, such applicable institution maintaining direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Accounts shall be credited to such accountCollateral Account. Neither the Trustee nor the Collateral Agent shall have any liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c).

Collateral Accounts. (aA) Subject There is hereby established with the Collateral Agent a cash collateral account (the "General Collateral Account") in the name and under the control of the Collateral Agent into which there shall be deposited from time to time the cash proceeds of the Collateral required to be delivered to the last sentence Collateral Agent pursuant to Section 9(B) or any other provision of this Section 6.14(a)Agreement for credit to subaccounts therein of the respective Lien Grantors. Any income received by the Collateral Agent with respect to the balance 765749.1 10/9/98 7:28p from time to time standing to the credit of the General Collateral Account, each Credit Party including any interest or capital gains on Liquid Investments, shall cause all remain, or be deposited, in the General Collateral Account for credit to the subaccount of its assets other than the applicable Lien Grantor. All right, title and interest in and to the cash amounts on deposit from time to time in the General Collateral Account for credit to the subaccount of the applicable Lien Grantor, together with any Liquid Investments from time to time made pursuant to subsection 9(G) hereof, shall constitute part of the Collateral hereunder but shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (B) Each Lien Grantor shall (x) Fund Assetsnot more than 60 days after the Closing Date, in the case of any Subsidiary Guarantor and (y) not later than January 31, 1999, in the case of the Borrower’s Equity Interests , instruct all account debtors and other Persons obligated in respect of all Accounts of such Lien Grantor to make all payments in respect of such Accounts either (i) directly to the Collateral Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of the Collateral Agent) or (ii) to one or more other banks in any Holding Vehicle and state (zother than Louisiana) any cash held in any Excluded Account, to be paid to and held in the applicable United States (by instructing that such payments be remitted to a post office box which shall be in the name and under the control of such bank) under a Lockbox Letter substantially in the form of Exhibit B hereto duly executed by such Lien Grantor and such bank or under other arrangements, in form and substance satisfactory to the Collateral Agent, pursuant to which such Lien Grantor shall have irrevocably instructed such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Collateral Agent for deposit into the General Collateral Account or as the Collateral Agent may otherwise instruct such bank. All such payments made to the Collateral Agent shall be deposited in the General Collateral Account. Each Credit Party shall cause all Distributions In addition to the foregoing, each Lien Grantor agrees that if the proceeds of any Collateral hereunder (including Distributions In Kind) the payments made in respect of Fund Assets Accounts) shall be received by it, such Lien Grantor shall as promptly as possible deposit such proceeds into the General Collateral Account. Until so deposited, all such proceeds shall be held in trust by such Lien Grantor for and as the property of the Collateral Agent and the Borrower’s direct Lenders and shall not be commingled with any other funds or indirect Equity Interests property of any Lien Grantor. (C) There is hereby established with the Collateral Agent a cash collateral account (the "Insurance Account") in the Holding Vehicles name and under the Additional Pledgor control of the Collateral Agent into which there shall be deposited any amounts required to be paid to the Collateral Agent pursuant to Section 5.03 of the Credit Agreement (the "Insurance Proceeds") for credit to subaccounts therein of the respective Lien Grantors. Each Lien Grantor hereby agrees, to the extent required under Section 5.03(d) of the Credit Agreements, to cause any Insurance Proceeds received by it to be deposited in the Insurance Account for credit to such Lien Grantor's subaccount therein. Any income received with respect to the balance from time to time standing to the credit of the Insurance Account, including any interest or 765749.1 10/9/98 7:28p capital gains on Liquid Investments, shall remain, or be deposited, in the Insurance Account for credit to the subaccount of the applicable Lien Grantor, subject to the rights of such Lien Grantor to receive any amounts on deposit in such Insurance Account in accordance with Section 9(E). All right, title and interest in and to the cash amounts on deposit from time to time in the Insurance Account together with any Liquid Investments from time to time made pursuant to Section 9(G) hereof shall vest in the Collateral AccountAgent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided, subject to the rights of such Lien Grantor to receive any such amounts in accordance with Section 9(E). (D) The balance from time to time standing to the credit of the General Collateral Account shall, except upon the occurrence and continuance of an Event of Default, be distributed to the Borrower or the applicable Lien Grantor upon its order. If immediately available cash on deposit in the General Collateral Account is not sufficient to make any distribution to the Borrower referred to in the previous sentence of this Section (D), the Collateral Agent shall liquidate as promptly as practicable Liquid Investments as required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 9, such distribution shall not be made until such liquidation has taken place. (E) The balance from time to time standing to the credit of the Insurance Account shall be subject to withdrawal only upon the instructions of the Collateral Agent. Except upon the occurrence and continuance of an Event of Default, the Collateral Agent agrees to give instructions to distribute such amounts to the Borrower at such times and in such amounts as the Borrower shall request for the purpose of repairing, reconstructing or replacing the property in respect of which such Insurance Proceeds were received. Any such request shall be accompanied by a certificate of the chief executive officer, chief financial officer or treasurer of the Borrower setting forth in detail reasonably satisfactory to the Required Lenders the repair, reconstruction or replacement for which such funds will be expended. (F) Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Lenders, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Accounts in the manner specified in Section 13. (G) Amounts on deposit in the Collateral Accounts shall be invested and re-invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent; provided that, in if an Event of Default has occurred and is continuing, the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party Agent shall, upon if instructed by the reasonable request of the AgentRequired Lenders, hold cause such Distribution in an Pledged Securities Account. (b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged Liquid Investments to Barclays Bank PLC)” on the books be liquidated and records of the Custodian. Holding I shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest CAPM Holdings, LLC (pledged apply or cause to Barclays Bank PLC)” on the books and records of the Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding III shall ensure that each of its Collateral Accounts is titled in the name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Accounts is titled in the name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the books and records of the Custodian. (c) Each Credit Party will cause the Custodian (or, with respect to any Pledged Securities Account, the applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (or, with respect to any Pledged Securities Account, such applicable institution maintaining such account).be applied 765749.1 10/9/98 7:28p