Common use of Liens and Security Interest Clause in Contracts

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (a) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (a) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets Investment and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: : (a) each Borrower shall grant to Administrative Agent, for the benefit of the Secured Parties, a perfected, first priority security interest and Lien in and to its Collateral Accounts, including but not limited to any and all funds and financial assets (including all cash and Permitted Investments, but not including any Portfolio Investments) pursuant to each Assignment of Capital Contribution Account and each Account Control Agreement for the Collateral Accounts, in each case subject only to Permitted Liens; and (b) each Borrower and each Managing Entity, to the extent of their respective interests therein, shall grant to Administrative Agent, for the benefit of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital Calls, receive payment of Capital Commitments Contributions and enforce the payment thereof pursuant to the Operating a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising arising, in each case subject only to Permitted Liens (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate the Administrative Agent’s and Secured Parties’ rights right of setoff, each Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled attorney-in-fact entitled, in the name of such Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.0310.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating applicable Governing Agreement. The foregoing power of attorney is a continuing power and is coupled with an interest. Notwithstanding the foregoing, the term “Collateral” shall not include (ai) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a non-exempt prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (bii) the Capital Commitments or any assets, interests, rights or obligations of the SOX InsidersGS Persons, if any, unless so elected by the Borrower Parties in their sole discretion, (ciii) any Portfolio Assets Investments, and (div) any funds properly withdrawn or transferred from the a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used used, pursuant to the terms of the related Governing Agreements, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to such account), to make payments to Investors in accordance with the terms hereof or for any other purpose permitted under the Operating Agreement Governing Agreements and this Credit Agreement, and the proceeds of such withdrawn funds; provided, however, Administrative Agent may issue Capital Calls on all Investors (including all Prohibited Persons) in exercising remedies under Section 10.02 or any other Loan Document and to the extent necessary to comply with any pro rata drawdown requirements set forth in the applicable Governing Agreement.

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

Liens and Security Interest. To (a) Feeder Capital Commitments and Feeder Capital Calls. (a) Pursuant to the terms of the applicable Collateral Documents, to secure performance by the Borrower Parties of the payment and performance of its own Obligations hereunder (which Obligations shall be on a several and not joint basis) and all other Obligations with respect to each Borrowing or Letter of Credit, pursuant to a Collateral Account Pledge, a Borrower Security Agreement, the Obligations: (a) related Filings and financing statements and the other related documents, each Borrower shall shall, to the extent of its respective interest, grant to the Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and on its interests in the following, whether now owned or hereafter acquired or arising, which security interest and Lien will be a first priority and perfected security interest and Lien (subject to Permitted Liens): (A) such Borrower’s Collateral Account; (B) by assignment by way of security, the Unfunded Capital Commitments of the Feeder to the Capital Calls, Capital Commitments, and Capital ContributionsBorrower, including, without limitation (but subject to Section 11.03)limitation, any and all of their respective rights under the applicable Partnership Agreement to make Capital Calls, receive payment of Feeder Capital Commitments Contributions and enforce the payment thereof pursuant with respect to such Unfunded Feeder Capital Commitments; (C) by assignment by way of security, any and all of the Investment Advisors’s rights under the Partnership Agreement to make Capital Calls, receive payment of Feeder Capital Contributions and enforce payment thereof, in each case, with respect to the Operating Agreement Feeder’s Unfunded Capital Commitment; and to enforce (D) all proceeds of the payment thereof or any guarantees thereof now existing or hereafter arising (foregoing, in each case, solely for purposes of repaying the collateral in clauses (a) and Obligations of such Borrower. (b) of this [Reserved]. Notwithstanding anything (x) in Section 5.01 being (except as otherwise set forth below)5.1(a) hereof to the contrary, collectively, no security interest in Investments or the “Collateral”). In order to secure further the payment and performance equity of the Obligations Borrowers in their subsidiaries is being created under this Credit Agreement or any of the Security Agreements and (y) to effect and facilitate Secured Parties’ rights of setoffthe contrary herein or in any other Loan Document, Borrower hereby irrevocably appoints in no event shall the security interest created or granted by this Credit Agreement or any other Loan Document be deemed to permit the Administrative Agent (Agent, for the benefit of the Secured Parties) as subscription agent and , or any Secured Party to require the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), Feeder to make payments in respect of its Unfunded Feeder Capital Commitment to any Capital Calls upon account or any party other than the Investors pursuant to (and to the extent permitted by) the terms Collateral Account of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, Borrower. (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds[Reserved.]

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: : (a) each Borrower shall grant to Administrative Agent, for the benefit of the Secured Parties, a perfected, first priority security interest and Lien in and to its Collateral Accounts, including but not limited to any and all funds and financial assets (including all cash and Permitted Investments, but not including any Portfolio Investments) pursuant to each Assignment of Capital Contribution Account and each Account Control Agreement for the Collateral Accounts, in each case subject only to Permitted Liens; and (b) each Borrower and each Managing Entity, to the extent of their respective interests therein, shall grant to Administrative Agent, for the benefit of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital Calls, receive payment of 84 Capital Commitments Contributions and enforce the payment thereof pursuant to the Operating a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising arising, in each case subject only to Permitted Liens (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate the Administrative Agent’s and Secured Parties’ rights right of setoff, each Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled attorney-in-fact entitled, in the name of such Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.0310.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating applicable Governing Agreement. The foregoing power of attorney is a continuing power and is coupled with an interest. Notwithstanding the foregoing, the term “Collateral” shall not include (ai) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a non-exempt prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (bii) the Capital Commitments or any assets, interests, rights or obligations of the SOX InsidersGS Persons, if any, unless so elected by the Borrower Parties in their sole discretion, (ciii) any Portfolio Assets Investments, and (div) any funds properly withdrawn or transferred from the a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used used, pursuant to the terms of the related Governing Agreements, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to such account), to make payments to Investors in accordance with the terms hereof or for any other purpose permitted under the Operating Agreement Governing Agreements and this Credit Agreement, and the proceeds of such withdrawn funds; provided, however, Administrative Agent may issue Capital Calls on all Investors (including all Prohibited Persons) in exercising remedies under Section 10.02 or any other Loan Document and to the extent necessary to comply with any pro rata drawdown requirements set forth in the applicable Governing Agreement.

Liens and Security Interest. To (a) Feeder Capital Commitments and Feeder Capital Calls. (i) Pursuant to the terms of the applicable Collateral Documents, to secure performance by the Borrower Parties of the payment and performance of its own Obligations hereunder (which Obligations shall be on a several and not joint basis) and all other Obligations with respect to each Borrowing or Letter of Credit, pursuant to a Collateral Account Pledge, a Borrower Security Agreement, the Obligations: (a) related Filings and financing statements and the other related documents, each Borrower shall shall, to the extent of its respective interest, grant to the Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and on its interests in the following, whether now owned or hereafter acquired or arising, which security interest and Lien will be a first priority and perfected security interest and Xxxx (subject to Permitted Liens): (A) such Borrower’s Collateral Account; (B) by assignment by way of security, the Unfunded Capital Commitments of the Feeder to the Capital Calls, Capital Commitments, and Capital ContributionsBorrower, including, without limitation (but subject to Section 11.03)limitation, any and all of their respective rights under the applicable Partnership Agreement to make Capital Calls, receive payment of Feeder Capital Commitments Contributions and enforce the payment thereof pursuant with USActive 58236919.3 respect to such Unfunded Feeder Capital Commitments; (C) by assignment by way of security, any and all of the Investment Advisors’s rights under the Partnership Agreement to make Capital Calls, receive payment of Feeder Capital Contributions and enforce payment thereof, in each case, with respect to the Operating Feeder’s Unfunded Capital Commitment; and (D) all proceeds of the foregoing, in each case, solely for purposes of repaying the Obligations of such Borrower. (ii) [Reserved]. Notwithstanding anything (x) in Section 5.1(a) hereof to the contrary, no security interest in Investments or the equity of the Borrowers in their subsidiaries is being created under this Credit Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (of the collateral in clauses (a) Security Agreements and (by) of to the contrary herein or in any other Loan Document, in no event shall the security interest created or granted by this Section 5.01 being (except as otherwise set forth below)Credit Agreement or any other Loan Document be deemed to permit the Administrative Agent, collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and , or any Secured Party to require the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), Feeder to make payments in respect of its Unfunded Feeder Capital Commitment to any Capital Calls upon account or any party other than the Investors pursuant to (and to the extent permitted by) the terms Collateral Account of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, Borrower. (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds[Reserved.]

Liens and Security Interest. To (a) Feeder Capital Commitments and Feeder Capital Calls. (i) Pursuant to the terms of the applicable Collateral Documents, to secure performance by the Borrower Parties of the payment and performance of its own Obligations hereunder (which Obligations shall be on a several and not joint basis) and all other Obligations with respect to each Borrowing or Letter of Credit, pursuant to a Collateral Account Pledge, a Borrower Security Agreement, the Obligations: (a) related Filings and financing statements and the other related documents, each Borrower shall shall, to the extent of its respective interest, grant to the Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and on its interests in the following, whether now owned or hereafter acquired or arising, which security interest and Lien will be a first priority and perfected security interest and Xxxx (subject to Permitted Liens): (A) such Borrower’s Collateral Account; (B) by assignment by way of security, the Unfunded Capital Commitments of the Feeder to the Capital Calls, Capital Commitments, and Capital ContributionsBorrower, including, without limitation (but subject to Section 11.03)limitation, any and all of their respective rights under the applicable Partnership Agreement to make Capital Calls, receive payment of Feeder Capital Commitments Contributions and enforce the payment thereof pursuant with respect to such Unfunded Feeder Capital Commitments; (C) by assignment by way of security, any and all of the Investment Advisors’s rights under the Partnership Agreement to make Capital Calls, receive payment of Feeder Capital Contributions and enforce payment thereof, in each case, with respect to the Operating Feeder’s Unfunded Capital Commitment; and (D) all proceeds of the foregoing, in each case, solely for purposes of repaying the Obligations of such Borrower. (ii) [Reserved]. Notwithstanding anything (x) in Section 5.1(a) hereof to the contrary, no security interest in Investments or the equity of the Borrowers in their subsidiaries is being created under this Credit Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (of the collateral in clauses (a) Security Agreements and (by) of to the contrary herein or in any other Loan Document, in no event shall the security interest created or granted by this Section 5.01 being (except as otherwise set forth below)Credit Agreement or any other Loan Document be deemed to permit the Administrative Agent, collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and , or any Secured Party to require the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), Feeder to make payments in respect of its Unfunded Feeder Capital Commitment to any Capital Calls upon account or any party other than the Investors pursuant to (and to the extent permitted by) the terms Collateral Account of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, Borrower. (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds[Reserved.]

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: : (a) each Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and lien Lien in and to the its Collateral Account Accounts, including but not limited to any and all funds and financial assets (including all cash and Permitted Investments, but not including any Portfolio Investments) pursuant to a Collateral each Assignment of Capital Contribution Account Assignment and a Deposit each Account Control Agreement for the such Collateral AccountAccounts, in each case subject only to Permitted Liens; and (b) each Borrower and its respective Managing Entity, to the extent of their respective interests therein, shall grant to Administrative Agent, for the benefit of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital ContributionsContributions under its Governing Agreement, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital Calls, receive payment of Capital Commitments Contributions and enforce the payment thereof pursuant to the Operating Agreement a Security Agreement, and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising arising, in each case subject only to Permitted Liens (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectivelycollectively with the Collateral described in the Security Agreement delivered by Aggregator Fund pursuant to the terms of this Agreement, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate the Administrative Agent’s and Secured Parties’ rights right of setoff, each Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled attorney-in-fact entitled, in the name of such Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.0310.03), to make any Capital Calls upon the such Borrower’s Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating applicable Governing Agreement. The foregoing power of attorney is a continuing power and is coupled with an interest. Notwithstanding the foregoing, the term “Collateral” shall not include (ai) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a non-exempt prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (bii) the Capital Commitments or any assets, interests, rights or obligations of the SOX InsidersGS Persons, if any, unless so elected by the Borrower Fund Parties in their discretion, (ciii) any Portfolio Assets Investments, and (div) any funds properly withdrawn or transferred from the a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) or any account of Aggregator Fund (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to such a capital contribution account) to the extent used used, pursuant to the terms of the related Governing Agreements, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to such account), to make payments to Investors in accordance with the terms hereof or for any other purpose permitted under the Operating Agreement Governing Agreements and this Credit Agreement, and the proceeds of such withdrawn funds; provided, however, Administrative Agent may issue Capital Calls on all Investors (including all Prohibited Persons) in exercising remedies under Section 10.02 or any other Loan Document and to the extent necessary to comply with pro rata drawdown requirements set forth in the applicable Governing Agreement.

Liens and Security Interest. To secure performance by the Borrower Fund Parties of the payment and performance of the Obligations: : (a) Borrower each Fund shall grant to Administrative Agent, for the benefit of the Secured Parties, a perfected, first priority security interest and Lien in and to its Collateral Accounts, including but not limited to any and all funds and financial assets (including all cash and Permitted Investments, but not including any Investments) held therein from time to time pursuant to each Assignment of Capital Contribution Account and each Account Control Agreement for such Collateral Accounts, in each case subject only to Permitted Liens; and (b) each Fund and, if applicable, its respective Managing Entity, to the extent of their respective interests therein, shall grant to Administrative Agent, for the benefit of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital ContributionsContributions under such Fund’s Governing Agreement, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital Calls, receive payment of Capital Commitments Contributions and enforce the payment thereof pursuant to the Operating a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising arising, in each case subject only to Permitted Liens (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate the Administrative Agent’s and Secured Parties’ rights right of setoff, Borrower each Fund hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled attorney-in-fact entitled, in the name of Borrower such Fund upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.0310.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted byby and in accordance with) the terms of the applicable Subscription Agreements and the Operating applicable Governing Agreement. The foregoing power of attorney is a continuing power and is coupled with an interest. Notwithstanding the foregoing, the term “Collateral” shall not include (ai) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a non-exempt prohibited transaction for purposes of Section 406 of ERISA, ERISA or Section 4975 of the Internal Revenue Code or other applicable lawCode, (bii) the Capital Commitments or any assets, interests, rights or obligations of the SOX InsidersProhibited Persons, if any, unless so elected by the Borrower Fund Parties in their sole discretion, (ciii) capital account of any Portfolio Assets Partner or any Investments, and (div) any funds properly withdrawn or transferred from the a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) to the extent used used, pursuant to the terms of the related Governing Agreements, to purchase Investments (other than Permitted Investments deposited in or credited to such account), to make payments to Investors in accordance with the terms hereof or for any other purpose permitted under the Operating Agreement Governing Agreements and this Credit Agreement, and the proceeds of such withdrawn funds; provided, however, Administrative Agent may issue Capital Calls on all Investors (including all Prohibited Persons) in exercising remedies under Section 10.02 or any other Loan Document and to the extent necessary to comply with pro rata drawdown requirements set forth in the applicable Governing Agreement.

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (a) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default Table of Contents (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets Investment and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (a) Obligation and any obligations and liabilities of any Loan Party to the Administrative Agent under any Swap Contract related to this Agreement the Borrower shall or shall cause a Subsidiary to grant to Administrative Agent, for the benefit of each of the Secured PartiesLenders, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and lien Lien in and to (a) the percentages of each Equity Subsidiary listed on Schedule 5.01 of the respective Equity Interests (only to the Collateral Account pursuant extent permitted under existing loan and joint venture documents) and/or rights to a Collateral Account Assignment cash flow and a Deposit Account Control Agreement for other distributions from all Subsidiaries owned directly or indirectly by the Collateral Account; and Borrower (collectively, together with any future liens granted under the second sentence of this Section 5.01, the “Collateral”). In addition, in the event (a) any existing prohibition which prevents all or any portion of the Equity Interests in any current or future Subsidiary from being pledged to the Administrative Agent hereunder shall no longer be applicable, or (b) the Borrower acquires any future Subsidiary as to which all or any portion of the Equity Interests related to such Subsidiary may at any time be pledged without violating any loan or joint venture documents, the Borrower shall so notify the Administrative Agent, and within ten (10) Business Days of written request by the Agent, Borrower shall or shall cause any applicable Subsidiary to grant to Administrative Agent, for the benefit of Secured PartiesLenders, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03such applicable Equity Interest(s), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and ; (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms assignable and applicable, all notes receivable of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments Borrower or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, Guarantor; and (c) all deposit account of the Borrower or any Portfolio Assets and (d) any funds properly withdrawn or transferred from Guarantor held at the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn fundsAdministrative Agent.

Liens and Security Interest. (a) To secure performance by the Borrower Parties of the payment and performance of the Obligations: : (ai) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (bii) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to (A) the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising hereinafter arising, (B) all Portfolio Assets, (C) all rights under any agreements with respect to any swap, forward, future or derivative transaction or similar agreement entered into directly by the collateral Borrower Parties with respect to Portfolio Assets, (D) each Portfolio Collection Account, (E) all Collections, Disposition proceeds, and Related Credit Documents, (F) all cash of the Borrower Parties in clauses the Collateral Account or Portfolio Collection Accounts, (aG) all other assets of the Borrower Parties as more specifically described in the Security Agreements, and (bH) of this Section 5.01 being all proceeds relating to the foregoing (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account or Portfolio Collection Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds, and (d) any Portfolio Assets which, (i) are not Eligible Portfolio Assets, and (ii) the granting of a security interest in which would be restricted or prohibited by relevant governing law or contractual documentation evidencing such Portfolio Asset, unless such restriction or prohibition is made ineffective by the applicable UCC (including Section 9-406(d) of the UCC with respect to payment intangibles) or relevant governing law, or such restriction or prohibition has been waived by the appropriate parties (provided that, for the avoidance of doubt, the term “Collateral” shall include (x) such Portfolio Assets upon such waiver being obtained, and (y) all proceeds of such Portfolio Assets to the extent that such proceeds are not themselves subject to such restrictions or prohibitions). (b) Each Borrower shall, with respect to the Portfolio Assets which are to be included in the Borrowing Base as Eligible Portfolio Assets, obtain and deliver to the Collateral Agent the following: (i) copies of the Related Credit Documents, which Related Credit Documents shall be in form and substance reasonably acceptable to the Administrative Agent; (ii) in the case of any note, an original of such note and an original Allonge executed with respect to each such note; (iii) applicable administrative forms directing the appropriate Person to fund any amounts payable to such Borrower under the Related Credit Documents with respect to such Portfolio Asset into the applicable Portfolio Collection Account (“Administrative Direction Detail”); and (iv) if the Related Credit Documents with respect to any such Portfolio Asset contain any restrictions or prohibitions on granting a Lien on such Portfolio Asset, written waiver thereof and/or consent to the granting of such Liens. The requirements of this subsection 5.01(b) shall be referred to as the “Collateral Requirements.” (c) Each Borrower Party shall further use commercially reasonable efforts to comply with the Collateral Requirements for all Portfolio Assets (unless otherwise waived by the Administrative Agent in its reasonable discretion, as of the Closing Date, or, if later, at their time of acquisition or origination by a Borrower Party, with respect to Portfolio Assets that are not Eligible Portfolio Assets). Upon notice from Borrower identifying Portfolio Assets with respect to which a Borrower Party is not reasonably able to fully comply with such Collateral Requirements, Borrower may (i) propose to Administrative Agent an alternative method for complying with the Collateral Requirements for such Portfolio Asset, which method shall be subject to the reasonable approval of the Lenders, or (ii) may elect to not comply with such specified Collateral Requirements. If any such alternative method for complying with the Collateral Requirements is not reasonably approved by the Lenders or is not accomplished by Borrower Parties, or if Borrower Parties elect to not comply with any specified Collateral Requirements, such Portfolio Assets will be disregarded in full for purposes of determining the Fair Market Value of the Eligible Portfolio Assets and the corresponding calculation of the Borrowing Base. For the avoidance of doubt, no Portfolio Asset will be an Eligible Portfolio Asset until the Borrower Parties have completed all of the Collateral Requirements (as may be modified by this Section 5.03(c)) with respect to such Portfolio Asset. Upon the occurrence of an Event of Default, if there are any Portfolio Assets with respect to which a Borrower Party has not complied with the Collateral Requirements, such Borrower Party shall, within five (5) Business Days of the occurrence of such Event of Default, provide the Administrative Agent with all documentation reasonably necessary for each such Portfolio Asset to comply with the Collateral Requirements to the extent it can do so using commercially reasonable efforts.

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

Liens and Security Interest. (a) Capital Commitments, Capital Calls and Other Rights. To secure performance by the Borrower Parties of the payment and performance of the Notes and other Obligations, and in accordance with the Partnership Agreement, the Subscription Agreements and the Investor Consents: (ai) pursuant to the Pledge, the Borrower shall grant to Administrative the Agent, for the benefit of each of the Secured PartiesLenders, a perfected, perfected first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account Capital Commitments now existing or hereafter created; (ii) pursuant to a Collateral Account Assignment the Pledge, the Borrower and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower General Partner shall grant to Administrative the Agent, for the benefit of Secured Partieseach of the Lenders, (a) a perfected, perfected first priority (subject to Permitted Liens) security interest and Lien lien in and to the Capital Calls, Capital Commitments, Calls and Capital Contributions, including, without limitation (but subject to Section 11.03), any other rights to make Capital Calls, call for and receive payment of Capital Commitments and enforce as contemplated by the payment thereof pursuant to the Operating Agreement Subscription Agreements now existing or hereafter created and to enforce the payment thereof or any guarantees thereof of such Capital Calls and (b) Borrower's rights in and to the interests of each Investor in the Partnership Agreement; (iii) pursuant to the Pledge, the Borrower and the General Partner shall grant to the Agent, for the benefit of each of the Lenders, a perfected first priority security interest and lien in the rights of the General Partner in, to and under each of the Partnership Pledges; (iv) pursuant to the Pledge, the Borrower shall grant to the Agent, for the benefit of each of the Lenders, a perfected first priority security interest and lien in and to and assignment of all its rights under the Subscription Agreements (now existing or hereafter arising (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth belowcreated), collectivelyincluding the right to require an Investor to fund its Capital Commitment thereunder; (v) pursuant to the General Partner's Partner ship Pledge and its Investor Consent, the “Collateral”). In order General Partner shall pledge and grant a perfected first priority security interest in its interest in the Borrower to secure further the payment Borrower's obligation to repay the Obligations, as more fully described in the Pledge and performance of the Obligations General Partner's Investor Consent, including, without limitation, any rights the General Partner has to make Capital Calls and require an Investor to effect and facilitate Secured Parties’ rights of setofffund its Capital Commitment under its Subscription Agreement; and (vi) pursuant to the Cash Collateral Agreement, the Borrower hereby irrevocably appoints Administrative shall grant to the Agent (for the benefit of each of the Secured Parties) as subscription agent and the sole party entitled Lenders, a perfected first priority security interest in the name of Borrower upon Subscription Accounts (as defined in the occurrence Cash Collateral Agreement) and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and all the proceeds of such withdrawn fundsthereof as more fully described in the Cash Collateral Agreement.

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

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

Liens and Security Interest. To secure performance by the Borrower Loan Parties of the payment and performance of the Obligations: (a) Borrower shall To the extent an Investor holds a Subscribed Interest in any Pledgor, such Pledgor will grant an exclusive, perfected, first priority security interest and Lien (subject to Liens expressly permitted by Section 10.02 of this Credit Agreement) in and to its Collateral Account pursuant to an Assignment of Account to: (i) if such Pledgor is a “Guarantor” or a “Borrower” hereunder, Administrative Agent, for the benefit of each of the Secured Parties, a perfectedor (ii) if such Pledgor is an “Intermediary” hereunder, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement another Pledgor for further assignment ultimately to, Administrative Agent, for the Collateral Account; and benefit of Secured Parties; (b) (i) each applicable Guarantor, Borrower shall and, if applicable, their respective General Partner, to the extent of their respective interests therein, will grant to Administrative Agent, for the benefit of Secured Parties and (ii) each Intermediary that is a Pledgor and its General Partner will grant to another Pledgor for further assignment ultimately to, Administrative Agent, for the benefit of Secured Parties, a in each case an exclusive, perfected, first priority (subject to Permitted Liens) security interest and Lien (other than Liens expressly permitted by Section 10.02 of this Credit Agreement) in and to the Collateral, including Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), and including any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof thereof, now existing or hereafter arising arising, pursuant to a Security Agreement; and (the collateral c) in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights right of setoff, each Borrower and Guarantor hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower the applicable Pledgor upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03)Default, to make any Capital Calls upon the Investors and Intermediaries pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements Agreement, Intermediary Subscription Agreement and the Operating Governing Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.

Liens and Security Interest. (a) To secure performance by the Borrower Parties of the payment and performance of the Obligations: : (ai) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (bii) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to (A) the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising hereinafter arising, (B) all Portfolio Assets, (C) all rights under any agreements with respect to any swap, forward, future or derivative transaction or similar agreement entered into directly by the collateral Borrower Parties with respect to Portfolio Assets, (D) each Portfolio Collection Account, (E) all Collections, Disposition proceeds, and Related Credit Documents[Reserved], (C) [Reserved], (D) [Reserved], (E) [Reserved], , (F) all cash of the Borrower Parties in clauses the Collateral Account or Portfolio Collection Accounts, (aG) all other assets of the Borrower Parties as more specifically described in the Security AgreementsAgreement , and (bH) of this Section 5.01 being all proceeds relating to the foregoing (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets Assets, and (d) any funds properly withdrawn or transferred from the Collateral Account or Portfolio Collection Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds, and (d) any Portfolio Assets which, (i) are not Eligible Portfolio Assets, and (ii) the granting of a security interest in which would be restricted or prohibited by relevant governing law or contractual documentation evidencing such Portfolio Asset, unless such restriction or prohibition is made ineffective by the applicable UCC (including Section 9-406(d) of the UCC with respect to payment intangibles) or relevant governing law, or such restriction or prohibition has been waived by the appropriate parties (provided that, for the avoidance of doubt, the term “Collateral” shall include (x) such Portfolio Assets upon such waiver being obtained, and (y) all proceeds of such Portfolio Assets to the extent that such proceeds are not themselves subject to such restrictions or prohibitions). (b) Each Borrower shall, with respect to the Portfolio Assets which are to be included in the Borrowing Base as Eligible Portfolio Assets, obtain and deliver to the Collateral Agent the following: (i) copies of the Related Credit Documents, which Related Credit Documents shall be in form and substance reasonably acceptable to the Administrative Agent; (ii) in the case of any note, an original of such note and an original Allonge executed with respect to each such note; (iii) applicable administrative forms directing the appropriate Person to fund any amounts payable to such Borrower under the Related Credit Documents with respect to such Portfolio Asset into the applicable Portfolio Collection Account (“Administrative Direction Detail”); and (iv) if the Related Credit Documents with respect to any such Portfolio Asset contain any restrictions or prohibitions on granting a Lien on such Portfolio Asset, written waiver thereof and/or consent to the granting of such Liens. The requirements of this subsection 5.01(b) shall be referred to as the “Collateral Requirements.”[Reserved] (c) Each Borrower Party shall further use commercially reasonable efforts to comply with the Collateral Requirements for all Portfolio Assets (unless otherwise waived by the Administrative Agent in its reasonable discretion, as of the Closing Date, or, if later, at their time of acquisition or origination by a Borrower Party, with respect to Portfolio Assets that are not Eligible Portfolio Assets). Upon notice from Borrower identifying Portfolio Assets with respect to which a Borrower Party is not reasonably able to fully comply with such Collateral Requirements, Borrower may (i) propose to Administrative Agent an alternative method for complying with the Collateral Requirements for such Portfolio Asset, which method shall be subject to the reasonable approval of the Lenders, or (ii) may elect to not comply with such specified Collateral Requirements. If any such alternative method for complying with the Collateral Requirements is not reasonably approved by the Lenders or is not accomplished by Borrower Parties, or if Borrower Parties elect to not comply with any specified Collateral Requirements, such Portfolio Assets will be disregarded in full for purposes of determining the Fair Market Value of the Eligible Portfolio Assets and the corresponding calculation of the Borrowing Base. For the avoidance of doubt, no Portfolio Asset will be an Eligible Portfolio Asset until the Borrower Parties have completed all of the Collateral Requirements (as may be modified by this Section 5.01(c)) with respect to such Portfolio Asset. Upon the occurrence of an Event of Default, if there are any Portfolio Assets with respect to which a Borrower Party has not complied with the Collateral Requirements, such Borrower Party shall, within five (5) Business Days of the occurrence of such Event of Default, provide the Administrative Agent with all documentation reasonably necessary for each such Portfolio Asset to comply with the Collateral Requirements to the extent it can do so using commercially reasonable efforts. [Reserved]

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (a) Borrower shall grant Subject to Administrative AgentSections 1, for 2 and 3 above, notwithstanding the benefit order or time of each attachment, or the order, time or manner of perfection, or the order, or time of filing or recordation of any document or instrument, or other method of perfecting a security interest in favor of either Kxxxxxx or Advanced in assets or rights of the Secured Parties, a perfected, first priority Company (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”), and notwithstanding any conflicting terms or conditions which may be contained in any of the agreements between the Company and/or Kxxxxxx and Advanced, as applicable, any cash, consideration or other rights received by Kxxxxxx or Advanced upon foreclosure or exercise of any right or other remedy with respect to the Collateral shall be subject to the provisions of Sections 1, 3 and 4 hereof. (b) Each party hereto shall be solely responsible for perfecting and maintaining the perfection of its lien in and to each item constituting Collateral in which such party has been granted a lien. In The provisions of Sections 1, 4 and 5 hereof are intended solely to govern the respective lien priorities as between the parties hereto and shall not impose on either party any obligations with respect to the disposition of proceeds of foreclosure on any other creditor’s Collateral which would conflict with prior perfected claims therein in favor of any other person or entity or any order to secure further or decree of any court or other governmental authority or any applicable law. Neither Kxxxxxx nor Advanced will contest the validity, perfection, priority or enforceability of the lien of the other party upon the Collateral as provided herein including, without limitation, as set forth in Sections 1 and 4 hereof and, as between the parties hereto, the terms of this Agreement shall govern even if part or all of such party’s debt or the lien securing payment and performance of thereof are not perfected or are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise. [Continued on Next Page] (c) Subject to Sections 1, 4 and 5 hereof, each party hereto shall have the Obligations exclusive right to manage, perform, and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) enforce the terms of its agreements with the applicable Subscription Agreements Company and to exercise its rights with respect to the Operating Agreement. Notwithstanding the foregoingCollateral, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of remedies its business judgment including, without limitation, the right to take or retake control or position of the Collateral and to hold, prepare for sale, process, sell, lease, dispose of or liquidate such Collateral; provided, however, that Kxxxxxx and Advanced each agree that it shall give the other party not less than ten (10) business days’ notice of its intent to take any action with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code Collateral or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected debt owed to it by the Borrower Parties in their discretionCompany or to commence any procedure against the Company under any insolvency laws or similar laws for liquidation, (c) any Portfolio Assets and dissolution or winding up or the appointment of a receiver, trustee or liquidator. (d) The lien and payment priorities provided for in this Agreement shall not be altered or otherwise affected by any funds properly withdrawn action or transferred from inaction which either party hereto may take or fail to take with respect to the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of upon which such withdrawn fundsparty has a lien.

Liens and Security Interest. (a) To secure performance by the Borrower Loan Parties of the payment and performance of the Obligations: : (ai) the Borrower and the Feeder Fund shall grant to the Administrative Agent, for the benefit of each of the Secured PartiesLenders an exclusive, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the each Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement Pledge for the such Collateral Account; and (bii) Borrower the Borrower, the Feeder Fund and General Partner, to the extent of their respective interests therein, shall grant to the Administrative Agent, for the benefit of Secured Partiesthe Lenders, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03)limitation, following the occurrence and during the continuance of an Event of Default, any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating a Security Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (ai) and (bii) of this Section 5.01 being (except as otherwise set forth below)being, collectively, the “Collateral”). In order to secure further The Borrower and the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower Feeder Fund hereby irrevocably appoints appoint the Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of the Borrower and the Feeder Fund upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03)Default, to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements Constituent Documents in accordance with the provisions and subject to the Operating limitations of the Loan Documents, including the second paragraph of Section 11.02 of this Agreement. Notwithstanding . (b) For the foregoing, avoidance of doubt and notwithstanding anything to the term “Collateral” contrary herein or in any Loan Document: (i) the Administrative Agent shall not include (a) in connection with any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies relating to the Collateral only be permitted to make Capital Calls ratably upon the Investors in accordance with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 the terms of the Internal Revenue Code or other applicable law, Loan Party’s Constituent Documents; (bii) the Capital Commitments or Administrative Agent and the Lenders agree not to contact any assetsInvestor in connection with this Credit Agreement except when an Event of Default has occurred and is continuing and (iii) the Administrative Agent and the Lenders agree not to disclose to any Investor the identity of any other Investor, interests, rights or obligations except that this clause shall not prohibit disclosure of (A) an Investor’s name in connection with the SOX Insiders, if any, unless so elected by the Borrower Parties circumstances described in their discretionSection 13.17(b), (c), (e) any Portfolio Assets or (g), or (B) information about an Investor other than its identity (such as the amount of its Capital Commitment or Contributions) that is reasonably necessary in order for the Administrative Agent to make Capital Calls upon Investors generally after the occurrence and (d) any funds properly withdrawn or transferred from during the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds continuance of such withdrawn fundsan Event of Default.

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: (a) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.. 4879-7367-7649 v.18

Liens and Security Interest. (a) To secure performance by the Borrower Parties of the payment and performance of the Obligations: : (ai) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (bii) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to (A) the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising hereinafter arising, (B) all Portfolio Assets, (C) all rights under any agreements with respect to any swap, forward, future or derivative transaction or similar agreement entered into directly by the collateral Borrower Parties with respect to Portfolio Assets, (D) each Portfolio Collection Account, (E) all Collections, Disposition proceeds, and Related Credit Documents, (F) all cash of the Borrower Parties in clauses the Collateral Account or Portfolio Collection Accounts, (aG) all other assets of the Borrower Parties as more specifically described in the Security Agreements, and (bH) of this Section 5.01 being all proceeds relating to the foregoing (except as otherwise set forth below), collectively, the “"Collateral”"). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ ' rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “"Collateral” " shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account or Portfolio Collection Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds, and (d) any Portfolio Assets which, (i) are not Eligible Portfolio Assets, and (ii) the granting of a security interest in which would be restricted or prohibited by relevant governing law or contractual documentation evidencing such Portfolio Asset, unless such restriction or prohibition is made ineffective by the applicable UCC (including Section 9-406(d) of the UCC with respect to payment intangibles) or relevant governing law, or such restriction or prohibition has been waived by the appropriate parties (provided that, for the avoidance of doubt, the term "Collateral" shall include (x) such Portfolio Assets upon such waiver being obtained, and (y) all proceeds of such Portfolio Assets to the extent that such proceeds are not themselves subject to such restrictions or prohibitions). (b) Each Borrower shall, with respect to the Portfolio Assets which are to be included in the Borrowing Base as Eligible Portfolio Assets, obtain and deliver to the Collateral Agent the following: (i) copies of the Related Credit Documents, which Related Credit Documents shall be in form and substance reasonably acceptable to the Administrative Agent; (ii) in the case of any note, an original of such note and an original Allonge executed with respect to each such note; (iii) applicable administrative forms directing the appropriate Person to fund any amounts payable to such Borrower under the Related Credit Documents with respect to such Portfolio Asset into the applicable Portfolio Collection Account ("Administrative Direction Detail"); and (iv) if the Related Credit Documents with respect to any such Portfolio Asset contain any restrictions or prohibitions on granting a Lien on such Portfolio Asset, written waiver thereof and/or consent to the granting of such Liens. The requirements of this subsection 5.01(b) shall be referred to as the "Collateral Requirements." (c) Each Borrower Party shall further use commercially reasonable efforts to comply with the Collateral Requirements for all Portfolio Assets (unless otherwise waived by the Administrative Agent in its reasonable discretion, as of the Closing Date, or, if later, at their time of acquisition or origination by a Borrower Party, with respect to Portfolio Assets that are not Eligible Portfolio Assets). Upon notice from Borrower identifying Portfolio Assets with respect to which a Borrower Party is not reasonably able to fully comply with such Collateral Requirements, Borrower may (i) propose to Administrative Agent an alternative method for complying with the Collateral Requirements for such Portfolio Asset, which method shall be subject to the reasonable approval of the Lenders, or (ii) may elect to not comply with such specified Collateral Requirements. If any such alternative method for complying with the Collateral Requirements is not reasonably approved by the Lenders or is not accomplished by Borrower Parties, or if Borrower Parties elect to not comply with any specified Collateral Requirements, such Portfolio Assets will be disregarded in full for purposes of determining the Fair Market Value of the Eligible Portfolio Assets and the corresponding calculation of the Borrowing Base. For the avoidance of doubt, no Portfolio Asset will be an Eligible Portfolio Asset until the Borrower Parties have completed all of the Collateral Requirements (as may be modified by this Section 5.031(c)) with respect to such Portfolio Asset. Upon the occurrence of an Event of Default, if there are any Portfolio Assets with respect to which a Borrower Party has not complied with the Collateral Requirements, such Borrower Party shall, within five (5) Business Days of the occurrence of such Event of Default, provide the Administrative Agent with all documentation reasonably necessary for each such Portfolio Asset to comply with the Collateral Requirements to the extent it can do so using commercially reasonable efforts.

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: : (a) Borrower shall grant to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and lien in and to the Collateral Account pursuant to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital Contributions, including, without limitation (but subject to Section 11.03), any rights to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectively, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn funds.

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

Liens and Security Interest. To secure performance by the Borrower Parties of the payment and performance of the Obligations: : (a) each Borrower shall grant to the Administrative Agent, for the benefit of each of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and lien Lien in and to the its Collateral Account Accounts, including, but not limited to, any and all funds and financial assets (including all cash and Permitted Investments, but not including any Portfolio Investments) pursuant to a Collateral each Assignment of Capital Contribution Account Assignment and a Deposit each Account Control Agreement for the such Collateral AccountAccounts, in each case subject only to Permitted Liens; and (b) each Borrower and its respective Managing Entity, to the extent of their respective interests therein, shall grant to the Administrative Agent, for the benefit of the Secured Parties, a an exclusive, perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitments, and Capital ContributionsContributions under its Governing Agreement, including, without limitation (but subject to Section 11.03)limitation, any rights to make Capital Calls, receive payment of Capital Commitments Contributions and enforce the payment thereof pursuant to the Operating Agreement a Security Agreement, and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising arising, in each case subject only to Permitted Liens (the collateral in clauses (a) and (b) of this Section 5.01 being (except as otherwise set forth below), collectivelycollectively with the Collateral described in the Security Agreement delivered by the Aggregator Fund and the Aggregator Fund Managing Entity pursuant to the terms of this Credit Agreement, the “Collateral”). In order to secure further the payment and performance of the Obligations and to effect and facilitate the Administrative Agent’s and the other Secured Parties’ rights right of setoff, each Borrower and its Managing Entity hereby irrevocably appoints the Administrative Agent (for the benefit of the Secured Parties) as subscription agent and the sole party entitled attorney-in-fact entitled, in the name of such Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.0310.03), to make any Capital Calls upon the such Xxxxxxxx’s Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating applicable Governing Agreement. The foregoing power of attorney is a continuing power and is coupled with an interest. Notwithstanding the foregoing, the term “Collateral” shall not include (ai) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a non-exempt prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable lawLaw, (bii) the Capital Commitments or any assets, interests, rights or obligations of the SOX InsidersProhibited Persons, if any, unless so elected by the Borrower Fund Parties in their discretion, (ciii) any Portfolio Assets Investments, and (div) any funds properly withdrawn or transferred from the a Collateral Account (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to a Collateral Account) or any account of the Aggregator Fund (or that could be withdrawn pursuant to the Credit Agreement if deposited or credited to such a capital contribution account) to the extent used used, pursuant to the terms of the related Governing Agreements, to purchase Portfolio Investments (other than Permitted Investments deposited in or credited to such account), to make payments to the Investors in accordance with the terms hereof or for any other purpose permitted under the Operating Agreement Governing Agreements and this Credit Agreement, and the proceeds of such withdrawn funds; provided, however, the Administrative Agent may issue Capital Calls on all Investors (including all Prohibited Persons) in exercising remedies under Section 10.02 or any other Loan Document and to the extent necessary to comply with pro rata drawdown requirements set forth in the applicable Governing Agreement.

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

Liens and Security Interest. Each Non-Operator grants to the Operator hereto a lien upon any interest it now owns or hereafter acquires in Oil and Gas Leases and Oil and Gas Interests in the Contract Area, and a security and/or purchase money security interest in any interest it now owns or hereafter acquires in the personal property and fixtures on or used or obtained for use in connection therewith; To secure performance of all of each Non-Operator's obligations under this Agreement, including but not limited to, payment of operating expenses, interest and fees, the proper disbursement of all monies paid hereunder, the assignment or relinquishment of interest in Oil and Gas Leases as required hereunder, and the proper performance of operations hereunder. Such lien and security interest granted by each party hereto shall include such party's leasehold interests, working interest, operating rights, and royalty and overriding royalty interests in the Borrower Parties Contract Area now owned or hereafter acquired and in lands pooled or unitized therewith or otherwise becoming subject to this agreement, the oil and gas when extracted there from and equipment situated thereon or used or obtained for use in connection therewith (including without limitation) accounts arising from gas imbalances or from the sale of Oil and/or Gas at the wellhead or off premises, contract rights, inventory and general intangibles relating thereto or arising there from, and all proceeds and products of the payment foregoing. Each Non-Operator represents and performance warrants, to Operator hereto that the lien and security interest granted by such party to (Operator) shall be a First and Prior Lien, and each party hereby agrees to maintain the priority of said lien and security interest against all persons acquiring an interest in Oil and Gas Leases and Interests covered by this Agreement, by, through or under such party. All parties acquiring an Interest in the Obligations: (a) Borrower Oil and Gas Leases and Oil and Gas Interest, covered by this Agreement, whether by assignment, merger, mortgage, operation of law, or otherwise, shall grant be deemed to Administrative Agent, for the benefit of each of the Secured Parties, a perfected, first priority (have taken subject to Permitted Liens) the lien and security interest and lien in and granted by this Article VII.B., as to the Collateral Account pursuant all obligations attributable to a Collateral Account Assignment and a Deposit Account Control Agreement for the Collateral Account; and (b) Borrower shall grant to Administrative Agent, for the benefit such interest hereunder whether or not such obligations arise before or after such interest is acquired. If any Non-Operator does not perform all of Secured Parties, a perfected, first priority (subject to Permitted Liens) security interest and Lien in and to the Capital Calls, Capital Commitmentsits obligations hereunder, and Capital Contributions, including, without limitation (but subject the failure to Section 11.03), any rights perform subjects such party to make Capital Calls, receive payment of Capital Commitments and enforce the payment thereof foreclosure or execution proceedings pursuant to the Operating Agreement and to enforce the payment thereof or any guarantees thereof now existing or hereafter arising (the collateral in clauses (a) and (b) provisions of this Section 5.01 being (except as otherwise set forth below)Agreement, collectivelyto the extent allowed by governing law, the “Collateral”)defaulting party, waives any available right of redemption from and after the date of judgment, any required valuation or appraisement of the mortgaged or secured property prior to sale, any available right to stay execution or to require a marshaling of assets and any required bond in the event a receiver is appointed. In addition, each Non-Operator hereby grants to Operator a power of sale as to any property that is subject to the lien and security rights granted hereunder, such power to be exercised in the manner provided by applicable law or otherwise in a commercially reasonable manner. Each Non-Operator agrees that Operator shall be entitled to utilize the provisions of Oil and Gas Lien laws of the state in which the Contract Area is situated in order to secure further the payment and performance to Operator of the Obligations and to effect and facilitate Secured Parties’ rights of setoff, Borrower hereby irrevocably appoints Administrative Agent (any sum due hereunder for the benefit of the Secured Parties) as subscription agent and the sole party entitled in the name of Borrower upon the occurrence and during the continuance of an Event of Default (but subject to Section 11.03), to make any Capital Calls upon the Investors pursuant to (and to the extent permitted by) the terms of the applicable Subscription Agreements and the Operating Agreement. Notwithstanding the foregoing, the term “Collateral” shall not include (a) any ERISA Investor Excluded Items if such provision of such ERISA Investor Excluded Item services performed or the exercise of remedies with respect to such ERISA Investor Excluded Item would be a prohibited transaction for purposes of Section 406 of ERISA, Section 4975 of the Internal Revenue Code or other applicable law, (b) the Capital Commitments or any assets, interests, rights or obligations of the SOX Insiders, if any, unless so elected materials supplied by the Borrower Parties in their discretion, (c) any Portfolio Assets and (d) any funds properly withdrawn or transferred from the Collateral Account to the extent used for any purpose permitted under the Operating Agreement and this Credit Agreement, and the proceeds of such withdrawn fundsOperator.