Common use of Collateral and Obligations Clause in Contracts

Collateral and Obligations. In order to secure the Obligations, Fund and Managing Entity hereby grant, pledge, charge and assign by way of security to Administrative Agent for the benefit of Secured Parties, a first priority security interest and lien in and to and over the following (the “Collateral”): (a) Managing Entity’s right to make and enforce Capital Calls pursuant to the Governing Agreement, and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of Managing Entity’s right to require or demand that Investors make Capital Contributions to the capital of Fund, in each case, in accordance with the Governing Agreement; (b) Fund’s rights, titles, interests and privileges in and to the Capital Commitments and the Capital Contributions, whether now owned or hereafter acquired; and (c) Managing Entity’s and Fund’s rights, titles, interests, remedies, and privileges under the Governing Agreement relating to Capital Commitments and any other rights of Fund and Managing Entity under the Governing Agreement to call for additional Capital Contributions and to receive the same, or the enforcement thereof. Administrative Agent acknowledges that the Collateral does not include (i) an interest in the Managing Entity’s or any Investor’s Ownership Interest in Fund or (ii) items (if any) to the extent not permitted by law. Each of Fund and Managing Entity hereby authorizes Administrative Agent to file such filing statements or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or that Administrative Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to Administrative Agent hereby. Administrative Agent, in its discretion, without in any manner impairing any of its rights and powers hereunder, may, at any time and from time to time, without further consent of or notice to Fund, with or without valuable consideration file this Security Agreement or a photocopy hereof, or any financing statement with respect hereto (and any amendment, modification, supplement or continuation in respect of any such financing statement).

Collateral and Obligations. In order to secure the Obligations, Fund [and Managing Entity Entity] hereby grantgrants, pledgepledges, charge charges and assign assigns by way of security to Administrative Agent for the benefit of Secured Parties, to the extent permitted by law and subject to the terms and conditions of this Security Agreement, a first priority security interest and lien (subject to Permitted Liens) in and to and over the following (the “Collateral”): (a) [Managing Entity’s Entity’s][Fund’s] right to make and enforce Capital Calls pursuant to the Governing AgreementCalls, and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of [Managing Entity’s Entity’s][Fund’s] right to require or demand that Investors make Capital Contributions to the capital of Fund, in each case, in accordance ; 8 Managing Entity references to be removed with the Governing Agreement;respect to Initial Borrower. (b) Fund’s rights, titles, interests and privileges in and to the Capital Commitments and the Capital Contributions, whether now owned or hereafter acquired; and (c) [Managing Entity’s and and] Fund’s rights, titles, interests, remedies, and privileges under the Governing Agreement relating to Capital Commitments and any other rights of Fund [and Managing Entity Entity] under the Governing Agreement to call for additional Capital Contributions and to receive the same, or the enforcement thereof. Administrative Agent acknowledges that the Collateral does not include include, and neither Administrative Agent nor any other Secured Party shall have any lien on, (i) an any interest in [the Managing Entity’s or or] any Investor’s Ownership Interest in Fund Fund, (ii) those items excluded from the definition of Collateral pursuant to the last paragraph of Section 5.01 of the Credit Agreement, or (iiiii) items (if any) to the extent not permitted by law. Each of Fund and Managing Entity hereby authorizes Administrative Agent to file such filing statements or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or that Administrative Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to Administrative Agent hereby. Administrative Agent, in its discretion, without in any manner impairing any of its rights and powers hereunder, may, at any time and from time to time, without further consent of or notice to Fund, with or without valuable consideration file this Security Agreement or a photocopy hereof, or any financing statement with respect hereto (and any amendment, modification, supplement or continuation in respect of any such financing statement).

Collateral and Obligations. In order to secure the Obligations, Fund and Managing Entity Borrower hereby grant, pledge, charge and assign by way of security grants to Administrative Agent for the benefit of the Secured Parties, to the extent permitted by law and subject to the terms and conditions of this Security Agreement and the Operating Agreement, a first priority security interest (except to the extent of Permitted Liens) and lien in and to and over the following (the “Collateral”): (a) Managing EntityBorrower’s right to make and enforce Capital Calls pursuant to the Governing AgreementCalls, and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of Managing EntityBorrower’s right to require or demand that Investors make Capital Contributions to the capital of FundBorrower, in each case, in accordance with the Governing Operating Agreement; (b) FundBorrower’s rights, titles, interests and privileges in and to the Capital Commitments Contributions and the Capital ContributionsCommitments, whether now owned or hereafter acquired, and any other rights of Borrower to receive the same; and (c) Managing Entity’s and FundBorrower’s rights, titles, interests, remedies, and privileges under the Governing Operating Agreement relating to Capital Commitments Contributions and any other rights of Fund and Managing Entity Borrower under the Governing Operating Agreement to call for additional Capital Contributions and to receive the same, or the enforcement thereof. Administrative Agent acknowledges that the Collateral does not include (i) an interest in the Managing Entity’s or any Investor’s Ownership Membership Interest in Fund Borrower, or (ii) those items (if any) excluded from the definition of Collateral pursuant to the extent not permitted by law. Each last paragraph of Fund and Managing Entity hereby authorizes Administrative Agent to file such filing statements or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or that Administrative Agent may reasonably request in order to perfect and preserve Section 5.01 of the security interests and other rights granted or purported to be granted to Administrative Agent herebyCredit Agreement. Administrative Agent, in its discretion, without in any manner impairing any of its rights and powers of the Secured Parties hereunder, may, at any time and from time to time, without further consent of or notice to FundBorrower, with or without valuable consideration consideration, file this Security Agreement or a photocopy hereof, or any financing statement with respect hereto covering the Collateral (and any amendment, modification, supplement or continuation in respect of any such financing statement).

Collateral and Obligations. In order to secure the Notes and the Obligations, Fund Borrower and Managing Entity Member hereby grant, pledge, charge and assign by way of security grant to Administrative Agent for the benefit of Secured Parties, to the extent permitted by law, and subject to the terms and conditions of this Security Agreement, a first priority security interest and lien Lien in and to and over all of their respective rights in the following (the “"Collateral”"): (a) a. Borrower's and Managing Entity’s Member's right to issue Capital Call Notices, to make and enforce Capital Calls pursuant to of the Governing AgreementCapital Commitments, and all other rights, titles, interests, powers and privileges related to, appurtenant to or arising out of Borrower's and Managing Entity’s Member's right to require or demand that Investors make Capital Contributions to the capital of Fund, in each case, in accordance with the Governing AgreementBorrower; (b) Fund’s b. Borrower's and Managing Members' rights, titles, interests and privileges in and to the Capital Commitments and the Capital Contributions, whether now owned or hereafter acquired; and (c) c. Borrower's and Managing Entity’s and Fund’s Member's rights, titles, interests, remedies, and privileges under the Governing Operating Agreement relating related to the Capital Commitments and any other rights of Fund and Managing Entity under the Governing Agreement to call for additional Capital Contributions and to receive the same, or the enforcement thereof. , including, without limitation, those rights and remedies as contemplated in Article 5 of the Operating Agreement and those rights and remedies of the Borrower and Managing Member pursuant to that certain pledge agreement, dated as of May 15, 2007, between the Borrower and Acadia Investors III, Inc. Administrative Agent acknowledges that that, with respect to any member of Borrower, the Collateral does not include (i) an a security interest in the Managing Entity’s or any Investor’s Ownership Interest equity interest of such member in Fund or (ii) items (if any) to the extent not permitted by law. Each of Fund and Managing Entity hereby authorizes Administrative Agent to file such filing statements or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or that Administrative Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to Administrative Agent herebyBorrower. Administrative Agent, in its discretion, without in any manner impairing any of its rights and powers of Secured Parties hereunder, may, at any time and from time to time, without further consent of or notice to FundBorrower or Managing Member, with or without valuable consideration file this Security Agreement or a photocopy hereof, or any financing statement with respect hereto (and any amendment, modification, supplement or continuation in respect of any such financing statement). Each of the Borrower and the Managing Member hereby authorizes the filing of any financing statement or any amendment related thereto, in any jurisdiction and with any filing offices as the Administrative Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Administrative Agent in connection herewith. Such financing statement may describe the Collateral in the same manner as described in this Security Agreement or may contain an indication or description of the Collateral that describes such property more generally as all of Borrower's and Managing Member's rights, titles, interests and remedies in, to and under the Operating Agreement, as amended from time to time, including without limitation, all rights to make, receive and enforce all of each Borrower's and Managing Member's right, title and interest, whether now existing of hereafter created or arising, in and to the Collateral Account maintained with Bank of America, N.A., either generally or specifically by name, account number and/or ABA number, and all sums now or at any time hereafter on deposit therein, credited thereto or payable thereon, all proceeds and products thereof, and all instruments, documents, certificates, and other writings evidencing such collateral accounts, and all proceeds of all of the foregoing. In order to secure further the payment and the performance of the Obligations, Borrower and Managing Member shall execute such forms, authorizations, documents and instruments, and do such other things, as Administrative Agent shall request, in order to require that all Investors deliver directly to Administrative Agent for the benefit of Secured Parties all monies or sums paid or to be paid by them as and when Capital Calls are made pursuant to the Operating Agreement. Administrative Agent, on behalf of Secured Parties, is hereby authorized, in its own name or the name of Borrower or Managing Member, at any time upon the occurrence and during the continuation of an Event of Default, to notify any or all parties obligated to Borrower with respect to the Capital Contributions to make all payments due or to become due thereon directly to Administrative Agent for the benefit of Secured Parties at a different account than that specified in the Credit Agreement, or to initiate one or more Capital Calls in order to pay the Obligations or for any other purpose contemplated by the Credit Agreement (which Capital Calls may be in excess of the amount owing under the Credit Agreement if required in order to comply with ERISA or otherwise result in payment in full of the Obligations). With or without such general notification, upon the occurrence and during the continuation of an Event of Default, Administrative Agent, on behalf of Secured Parties, may: (i) take or bring in Borrower's or Managing Member's name or that of Administrative Agent for the benefit of Secured Parties all steps, actions, suits or proceedings reasonably deemed by Administrative Agent necessary or desirable to effect possession or collection of payments; (ii) complete any contract or agreement of Borrower in any way related to any of the Capital Calls; (iii) make allowances or adjustments related to the Capital Calls; (iv) compromise any claims related to the Capital Calls; or (v) issue credit in its own name or the name of Borrower or Managing Member. Regardless of any provision hereof, IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT by Administrative Agent or Secured Parties, or both, neither Administrative Agent nor Secured Parties shall be liable for the failure of Administrative Agent to collect or exercise diligence in the collection, possession or any transaction concerning, all or part of the Capital Calls or sums due or paid thereon, nor shall Administrative Agent or Secured Parties be under any obligation whatsoever to anyone by virtue of the security interests and liens granted herein. Upon the occurrence and during the continuation of an Event of Default, issuance by Administrative Agent, on behalf of Secured Parties, of a receipt to any person obligated to pay any Capital Contributions to Borrower shall be a full and complete release, discharge and acquittance of such person to the extent of any amount so paid to Administrative Agent for the benefit of Secured Parties. Administrative Agent, on behalf of Secured Parties, is hereby authorized and empowered, upon the occurrence and during the continuation of an Event of Default, on behalf of Borrower and Managing Member to endorse the name of Borrower or Managing Member, or both, upon any check, draft, instrument, receipt, instruction or other document or item, including, but not limited to, all items evidencing payment upon a Capital Contribution of any person to Borrower coming into Administrative Agent's or any Secured Party's possession, and to receive and apply the proceeds therefrom in accordance with the terms of the Credit Agreement. Administrative Agent, on behalf of Secured Parties, is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions or other documents, agreements or items on behalf of Borrower or Managing Member, or both, upon the occurrence and during the continuation of an Event of Default, as shall be deemed by Administrative Agent to be necessary or advisable, in the sole discretion, reasonably exercised, of Administrative Agent, to protect the security interests and Liens herein granted or the repayment of the Obligations, and neither Administrative Agent nor any Secured Party shall incur any liability in connection with or arising from the exercise of such authority and power, except as a result of gross negligence or willful misconduct.

Collateral and Obligations. In order to secure the Obligations of Borrower (the “Secured Obligations”): a. Borrower, Fund and Managing Entity to the extent of its interest, hereby grantgrants to the Administrative Agent, pledge, charge and assign by way of security to Administrative Agent for the benefit of the Secured Parties, a first priority security interest and lien Lien in and to and over on, whether now owned or hereafter acquired or arising, the following (the “Collateral”): (a) Managing Entity’s right to make and enforce Capital Calls pursuant to the Governing Agreementby way of pledge and, and all other rightsas applicable, titles, interests, powers and privileges related to, appurtenant to or arising out assignment by way of Managing Entity’s right to require or demand that Investors make Capital Contributions to the capital of Fundsecurity), in each case, solely for purposes of securing the payment and performance of the Secured Obligations: (A) the rights of Borrower under the Constituent Documents, and any applicable Side Letters and Subscription Agreements to issue Demand Notices for Contributions to Borrower and the rights of Borrower to receive Contributions with respect to the Unused Commitments of Borrower’s Investors, (B) Borrower’s rights under the Constituent Documents, and any applicable Side Letters and Subscription Agreements to enforce payment of Contributions with respect to the Unused Commitments of Borrower’s Investors, duly called in accordance with the Governing Agreement; terms of the Constituent Documents, and any applicable Side Letters and Subscription Agreements and (bC) FundBorrower’s rights, titles, interests and privileges under the Constituent Documents, and any applicable Side Letters and Subscription Agreements in and to the Capital Unused Commitments of Borrower’s Investors and the Capital Contributions, Contributions relating thereto whether now owned or hereafter acquired; andFor the avoidance of doubt, no security interest in or lien on the Investments, the capital account or the Shares (as defined in the Trust Agreement) of any Investor in Borrower is being created or granted by this Security Agreement. (c) Managing Entity’s and Fund’s rights, titles, interests, remedies, and privileges under b. Notwithstanding anything to the Governing Agreement relating to Capital Commitments and contrary herein or in any other rights Loan Document, in no event shall the security interest created or granted by this Security Agreement be deemed to permit the Administrative Agent, for the benefit of Fund and Managing Entity under the Governing Agreement to call for additional Capital Contributions and to receive the sameSecured Parties, or the enforcement thereof. Administrative Agent acknowledges that the Collateral does not include (i) any Secured Party to require any of Borrower’s Investors to make payments in respect of their Unused Commitments to any account other than an interest account in the Managing Entity’s or any Investor’s Ownership Interest name of Borrower. c. The collateral described above in Fund or clause (iia) items (if any) to shall be, collectively, the extent not permitted by law. Each of Fund and Managing Entity hereby authorizes Administrative Agent to file such filing statements or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or that Administrative Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to Administrative Agent hereby. “Collateral.” The Administrative Agent, in its discretion, without in any manner impairing any of its rights and powers hereunder, may, at any time and from time to time, without further consent of or notice to FundBorrower, and with or without valuable consideration consideration, file this Security Agreement or a photocopy hereof, or any financing statement with respect hereto (and any amendment, modification, supplement or continuation in respect of any such financing statement)hereto.