Common use of Additional Limited Partners and Increased Commitments Clause in Contracts

Additional Limited Partners and Increased Commitments. (a) Subject to the provisions of this Agreement, during the period commencing on the Initial Closing and ending with the Final Closing, the General Partner is authorized, but not obligated, to accept from time to time additional Commitments from the Partners and to select and admit other Persons to the Partnership as additional Limited Partners (the date of any such admittance occurring after the Initial Closing shall hereinafter be referred to as a “Subsequent Closing Date”). Any such additional Commitments shall be accepted and any such additional Limited Partners shall be admitted to the Partnership only if after such admission or the acceptance of such additional Commitments, the sum of the aggregate Commitments of all Limited Partners plus the aggregate commitments of all limited partners in any Parallel Fund shall not exceed Five Hundred Million Dollars ($500,000,000), which may be increased to Seven Hundred and Fifty Million Dollars ($750,000,000) in the discretion of the General Partner. (b) Any existing Limited Partner increasing its Commitment and any additional Limited Partner shall be (i) treated as having increased its Commitment or as having been a party to this Agreement as of the date of the Initial Closing for all purposes of this Agreement, including, without limitation, for purposes of calculating the First Priority Return and Second Priority Return, (ii) required to contribute, as determined by the General Partner, a percentage of its Commitment sufficient, following the funding of such portion of its Commitment and distributions (if any) to pre-existing Partners contemplated pursuant to Section 6.2.7(d) of this Agreement, to result in all the Partners of the Partnership having contributed the same percentage of their respective Commitments, (iii) required to bear its portion of other operating expenses (including Organizational Expenses and its share of the Management Fee) whenever incurred and (iv) required to pay interest (the “Subsequent Closing Interest”) to the Partnership on its Capital Contribution pursuant to this Section 6.2.7(b) at an annual rate equal to nine percent (9%) per annum, calculated from the date such Capital Contribution would have been made if such Limited Partner had been admitted or such existing Partner had increased its Commitment on the date of the Initial Closing to the date of payment by such Partner. (c) The Subsequent Closing Interest received by the Partnership from Partners increasing their Commitments and any additional Limited Partners shall not be treated as a Capital Contribution or payment toward such Partner’s Commitment. Rather, such Subsequent Closing Interest shall be treated as income by the Partnership and the distribution, if any, to the pre-existing Partners shall be treated as a guaranteed payment for the use of capital within the meaning of Section 707(c) of the Code. Such income and the deduction for the guaranteed payment shall be included in Profits or Losses, as the case may be. The General Partner may postpone the collection of Subsequent Closing Interest until the date of the Final Closing or within one hundred eighty (180) days thereafter. (d) A portion or all of the amounts (other than Subsequent Closing Interest) received by the Partnership from Partners increasing their Commitments and any additional Limited Partners shall be distributed to pre-existing Partners, but only to the extent necessary, such that after such distribution, all Partners shall have contributed to the Partnership the same percentage of their respective Commitments (excluding Subsequent Closing Interest)(adjusted to reflect any current and prior distributions to pre-existing Partners pursuant to this Section 6.2.7(d)), it being understood that a distribution to pre-existing Partners may not be necessary. The General Partner may, in its sole discretion, credit to the Capital Accounts of or apply toward subsequent Capital Contribution obligations of pre-existing Partners any amounts that otherwise would have been distributed to them under this Section 6.2.7(d). To the extent pre-existing Partners have received the amounts distributed pursuant to Section 6.2.7(c) of this Agreement, such pre-existing Partners will not be entitled to the First Priority Return or the Second Priority Return with respect to the portion of capital returned to them under this Section 6.2.7(d). For the purposes of this Section 6.2.7, all Assets and other investments of the Partnership made or incurred prior to the admission of an ERISA Partner, an Additional Limited Partner or an increase in the Commitment of a Limited Partner, as the case may be, shall be valued at original cost unless the General Partner, in its sole discretion, determines that a material change or significant event requires a different valuation, in which case the amounts contributed pursuant to this Section 6.2.7 for each Interest shall be adjusted accordingly.

Additional Limited Partners and Increased Commitments. (a) Subject to the provisions of this Agreement, during the period commencing on the Initial Closing and ending with the Final Closing, the General Partner is authorized, but not obligated, to accept from time to time additional Commitments from the Partners and to select and admit other Persons to the Partnership as additional Limited Partners (the date of any such admittance occurring after the Initial Closing shall hereinafter be referred to as a “Subsequent Closing Date”). Any such additional Commitments shall be accepted and any such additional Limited Partners shall be admitted to the Partnership only if after such admission or the acceptance of such additional Commitments, the sum of the aggregate Commitments of all Limited Partners plus the aggregate commitments of all limited partners in any Parallel Fund (excluding any Commitments of General Partner Group Limited Partners in the Partnership or commitments of general partner group limited partners in any Parallel Fund) shall not exceed Five Two Hundred Fifty Million Dollars ($500,000,000250,000,000), which may be increased to Seven Three Hundred and Fifty Million Dollars ($750,000,000300,000,000) in the discretion of the General Partner. (b) Any existing Limited Partner increasing its Commitment and any additional Limited Partner shall be (i) treated as having increased its Commitment or as having been a party to this Agreement as of the date of the Initial Closing for all purposes of this Agreement, including, without limitation, for purposes of calculating the First Priority Return and Second Priority Return, (ii) required to contribute, as determined by the General Partner, a percentage of its Commitment sufficient, following the funding of such portion of its Commitment and distributions (if any) to pre-existing Partners contemplated pursuant to Section 6.2.7(d) of this Agreement, to result in all the Partners of the Partnership having contributed the same percentage of their respective Commitments, (iii) required to bear its portion of other operating expenses (including Organizational Expenses and its share of the Management Fee) whenever incurred and (iv) required to pay interest (the “Subsequent Closing Interest”) to the Partnership on its Capital Contribution pursuant to this Section 6.2.7(b) at an annual rate equal to nine percent (9%) per annum, calculated from the date such Capital Contribution would have been made if such Limited Partner had been admitted or such existing Partner had increased its Commitment on the date of the Initial Closing to the date of payment by such Partner. (c) The Subsequent Closing Interest received by the Partnership from Partners increasing their Commitments and any additional Limited Partners shall not be treated as a Capital Contribution or payment toward such Partner’s Commitment. Rather, such Subsequent Closing Interest shall be treated as income by the Partnership and the distribution, if any, to the pre-existing Partners shall be treated as a guaranteed payment for the use of capital within the meaning of Section 707(c) of the Code. Such income and the deduction for the guaranteed payment shall be included in Profits or Losses, as the case may be. The General Partner may postpone the collection of Subsequent Closing Interest until the date of the Final Closing or within one hundred eighty (180) days thereafter. (d) A portion or all of the amounts (other than Subsequent Closing Interest) received by the Partnership from Partners increasing their Commitments and any additional Limited Partners shall be distributed to pre-existing Partners, but only to the extent necessary, such that after such distribution, all Partners shall have contributed to the Partnership the same percentage of their respective Commitments (excluding Subsequent Closing Interest)(adjusted to reflect any current and prior distributions to pre-existing Partners pursuant to this Section 6.2.7(d)), it being understood that a distribution to pre-existing Partners may not be necessary. The General Partner may, in its sole discretion, credit to the Capital Accounts of or apply toward subsequent Capital Contribution obligations of pre-existing Partners any amounts that otherwise would have been distributed to them under this Section 6.2.7(d). To the extent pre-pre- existing Partners have received the amounts distributed pursuant to Section 6.2.7(c) of this Agreement, such pre-existing Partners will not be entitled to the First Priority Return or the Second Priority Return with respect to the portion of capital returned to them under this Section 6.2.7(d). For the purposes of this Section 6.2.7, all Assets and other investments of the Partnership made or incurred prior to the admission of an ERISA Partner, an Additional Limited Partner or an increase in the Commitment of a Limited Partner, as the case may be, shall be valued at original cost unless the General Partner, in its sole discretion, determines that a material change or significant event requires a different valuation, in which case the amounts contributed pursuant to this Section 6.2.7 for each Interest shall be adjusted accordingly.

Additional Limited Partners and Increased Commitments. The General Partner may (ai) Subject without the consent of the Limited Partners from time to time after the date of this Agreement and during the ( ) month period following the Commencement Date, and (ii) on or after the end of that period with the consent of [the Advisory Board/a Majority in Interest of the Limited Partners], admit one or more new Limited Partners (the “Additional Limited Partners”) or permit any Limited Partner to increase its Commitment under the terms and conditions set forth in this Section 5.04. Each Additional Limited Partner (and Limited Partner increasing its Commitment) must execute and deliver to the Partnership the documentation required by this Section 5.04, thereby evidencing its agreement to be bound by and comply with the terms and provisions of this Agreement, during and Schedule A attached to this Agreement will be amended to reflect such Additional Limited Partner’s name, address and Commitment (or the period commencing on increase in the Initial Closing and ending with Limited Partner’s Commitment, as the Final Closing, the General Partner is authorized, but not obligated, to accept from time to time additional Commitments from the Partners and to select and admit other Persons to the Partnership as additional Limited Partners (the date of any such admittance occurring after the Initial Closing shall hereinafter be referred to as a “Subsequent Closing Date”case may be). Any such additional Commitments shall be accepted and any such additional Each Additional Limited Partners Partner shall be admitted to the Partnership only as of the date that (i) an executed subscription agreement in form and substance acceptable to the General Partner has been accepted by the Partnership, (ii) an executed counterpart of this Agreement has been delivered to and accepted by the Partnership and (iii) the Additional Limited Partner shall have paid by way of a Capital Contribution to the Partnership, cash in an amount equal to the sum of (x) a Capital Contribution representing the same proportion of the Additional Limited Partner’s Commitment as the proportion which each Pre-Existing Partner has been required to contribute of its Commitment prior to such date (taking into account any amount previously returned to any Partner pursuant to Section 5.04(g) and any amount which the General Partner decides to then return to any Pre-Existing Partner pursuant to Section 5.04(g), as if such amounts had not been contributed by the Pre-Existing Partners) and (y) an additional amount set forth in Section 5.04(f). In the case of each Limited Partner whose Commitment has been increased, such increased Commitment shall be effective as of the date (i) an executed document in form and substance acceptable to the General Partner reflecting such increased Commitment is executed and delivered by the Limited Partner and accepted by the Partnership and (ii) the Limited Partner shall have paid by way of a Capital Contribution to the Partnership cash in an amount equal to the sum of (x) a Capital Contribution representing the same proportion of the increased Commitment as the proportion which each Pre-Existing Partner has been required to contribute of its Commitment prior to such date (taking into account any amount previously returned to any Partner pursuant to Section 5.04(g) and any amount which the General Partner decides to then return to any Pre-Existing Partner pursuant to Section 5.04(g), as if such amounts had not been contributed by the Pre-Existing Partners) and (y) an additional amount set forth in Section 5.04(f). If Additional Limited Partners are admitted to the Partnership as Limited Partners or if Limited Partners increase their Commitments pursuant to this Section 5.04, Capital Contributions of such Limited Partners and Organization Expenses and other expenses of the Partnership (including Management Compensation) that are allocated to the Limited Partners on or after the effective date of such admission or increase shall be made by and allocated to such Limited Partners to the acceptance of extent necessary to cause such additional Commitments, persons to be treated with respect to such items as if they had been Limited Partners with such Commitments from the sum Commencement Date of the aggregate Commitments Partnership. This Section 5.04(e) is solely for the purpose of all allocating expenses and shall have no effect on how the Management Compensation is calculated pursuant to Section 3.05. Each Additional Limited Partners plus the aggregate commitments of all limited partners in any Parallel Fund shall not exceed Five Hundred Million Dollars ($500,000,000)Partner that is admitted or Limited Partner that increases its Commitment may pay, which may be increased to Seven Hundred and Fifty Million Dollars ($750,000,000) in the sole discretion of the General Partner. , in addition to the Capital Contribution required to be paid pursuant to Section 5.04(c)(iii) or Section 5.04(d)(ii), as applicable, interest in an amount equal to [_________ percent (b) Any existing __%)] per annum, compounded annually, on each Capital Contribution that would have been paid had the Additional Limited Partner been a Limited Partner from the Commencement Date and paid its proportionate share of all prior Capital Contributions made to the Partnership prior to the admittance of the Additional Limited Partner or that would have been paid had the Limited Partner increasing its Commitment made its increased Commitment on the Commencement Date and paid its proportionate share of all prior Capital Contributions made to the Partnership prior to the acceptance of the increased Commitment. Any such interest paid by any additional Limited Partner shall not be (i) treated as having increased considered a Capital Contribution of such Partner and shall not be credited against its Commitment or as having been a party Commitment. The amount of each interest payment pursuant to this Agreement as the foregoing, in the sole discretion of the date of the Initial Closing for all purposes of this Agreement, including, without limitation, for purposes of calculating the First Priority Return and Second Priority Return, (ii) required to contribute, as determined by the General Partner, a percentage of its Commitment sufficientshall (i) be allocated among, following and added to the funding of such portion of its Commitment and distributions (if any) Capital Accounts of, the Pre-Existing Partners in proportion to pre-existing Partners contemplated pursuant to Section 6.2.7(d) of this Agreement, to result in all the Partners Capital Contributions of the Partnership having contributed Pre-Existing Partners, and the same percentage of their respective Commitments, (iii) required to bear its portion of other operating expenses (including Organizational Expenses and its share outstanding unfunded Commitments of the Management FeePre-Existing Partners shall be reduced by the amounts allocated, or (ii) whenever incurred and (iv) required to pay interest (the “Subsequent Closing Interest”) be remitted to the Partnership on its Pre-Existing Partners in proportion to the Capital Contribution pursuant to this Section 6.2.7(b) at an annual rate equal to nine percent (9%) per annum, calculated from Contributions of the date Pre-Existing Partners. Any such Capital Contribution would have been made if such allocation or remittance by a Limited Partner had been admitted or such existing Partner had increased its Commitment on the date of the Initial Closing to the date of payment by such Partner. (c) The Subsequent Closing Interest received by the Partnership from Partners increasing their Commitments and any additional Limited Partners shall not be treated as a Capital Contribution or payment toward such Partner’s Commitment. Rather, such Subsequent Closing Interest shall be treated as income by the Partnership and the distribution, if any, to the pre-existing other Partners shall be treated as a guaranteed payment of such Limited Partner directly to the Pre-Existing Partners, and shall not be deemed to be a Capital Contribution of such Limited Partner followed by a distribution to the other Partners.74 The Capital Contribution made by an Additional Limited Partner pursuant to Section 5.04(c) and the Capital Contribution made by a Limited Partner increasing its Commitment pursuant to Section 5.04(d) may be distributed in whole or in part by the Partnership to the Pre-Existing Partners so that the ratio, after such remittance, that each Partner’s (including the Additional Limited Partner and the Limited Partner increasing its Commitment) aggregate Capital Contributions bears to its capital commitment is the same for all Partners. All amounts remitted to a Pre-Existing Partner under this Section 5.04(g) (other than interest) shall (i) reduce, dollar for dollar, such Pre-Existing Partner’s aggregate Capital Contributions to date, (ii) increase, dollar for dollar, the use unfunded Commitment of such Pre-Existing Partner, (iii) be available for call by the Partnership for investment, to pay expenses or otherwise, and (iv) constitute a return of capital within and not a payment of any distribution pursuant to Section 7. Payment of interest to the meaning of Pre-Existing Partners pursuant to Section 707(c5.04(f) and remittances to the Pre-Existing Partners pursuant to Section 5.04(g) shall, in accordance with Section 7.07(a) of the Code. Such income and the deduction Code be treated for the guaranteed payment shall be included in Profits or Losses, as the case may be. The General Partner may postpone the collection of Subsequent Closing Interest until the date of the Final Closing or within one hundred eighty (180) days thereafter. (d) A portion or all of the amounts (other than Subsequent Closing Interest) received by the Partnership from Partners increasing their Commitments and any additional Limited Partners shall be distributed to pre-existing Partners, but only to the extent necessary, such that after such distribution, all Partners shall have contributed to the Partnership the same percentage of their respective Commitments (excluding Subsequent Closing Interest)(adjusted to reflect any current and prior distributions to pre-existing Partners pursuant to this Section 6.2.7(d)), it being understood that a distribution to pre-existing Partners may not be necessary. The General Partner may, in its sole discretion, credit to the Capital Accounts of or apply toward subsequent Capital Contribution obligations of pre-existing Partners any amounts that otherwise would have been distributed to them under this Section 6.2.7(d). To the extent pre-existing Partners have received the amounts distributed pursuant to Section 6.2.7(c) of this Agreement, such pre-existing Partners will not be entitled to the First Priority Return or the Second Priority Return with respect to the portion of capital returned to them under this Section 6.2.7(d). For the purposes of this Section 6.2.7Agreement and for all accounting and tax reporting purposes as payments made directly from each Additional Limited Partner or Partner increasing its Commitment to the Pre-Existing Partners and not as items of Partnership income, all Assets and gain, loss, expense, contribution or distribution. [add other investments of the Partnership made conditions or incurred prior provisions relating to the admission of an ERISA Partner, an Additional Limited Partner Partners or an increase increases in Commitments] Conditions to the Commitment Commitments of a Limited Partner, as the case may be, shall be valued at original cost unless the General Partner, in its sole discretion, determines that a material change or significant event requires a different valuation, in which case Partner and the amounts contributed pursuant Limited Partners. Termination of the Obligation to this Section 6.2.7 for each Interest shall be adjusted accordinglyContribute Capital.

Additional Limited Partners and Increased Commitments. The -------------------------------------------------------- General Partner may, from time to time after the date hereof, admit one or more Additional Limited Partners or permit any Limited Partner to increase its Commitment, under the following terms and conditions: (a) Subject Each Additional Limited Partner and Limited Partner increasing its Commitment shall execute and deliver to the provisions Partnership a counterpart of this Agreement, during the period commencing on the Initial Closing thereby evidencing such Limited Partner's agreement to be bound by and ending comply with the Final Closingterms and provisions hereof as if such Limited Partner were an original signatory to this Agreement. Thereupon, the General Partner is authorizedshall amend Schedule A attached to this Agreement to reflect such Limited Partner's name, but not obligatedaddress and Commitment (or the increase in such Limited Partner's Commitment, to accept from time to time additional Commitments from as the Partners and to select and admit other Persons to the Partnership as additional case may be). (b) Each Additional Limited Partners (the date of any such admittance occurring after the Initial Closing shall hereinafter be referred to as a “Subsequent Closing Date”). Any such additional Commitments shall be accepted and any such additional Limited Partners Partner shall be admitted to the Partnership only if after such admission or the acceptance of such additional Commitments, the sum of the aggregate Commitments of all Limited Partners plus the aggregate commitments of all limited partners in any Parallel Fund shall not exceed Five Hundred Million Dollars ($500,000,000), which may be increased to Seven Hundred and Fifty Million Dollars ($750,000,000) in the discretion of the General Partner. (b) Any existing Limited Partner increasing its Commitment and any additional Limited Partner shall be (i) treated as having increased its Commitment or as having been a party to this Agreement as of the date of the Initial Closing for all purposes that (i) an executed counterpart of this Agreement, including, without limitation, for purposes of calculating Agreement has been delivered to and accepted by the First Priority Return Partnership and Second Priority Return, (ii) required such Additional Limited Partner has paid, by way of contribution to contributethe Partnership, as determined cash in an amount equal to 25% of its Commitment (plus any additional proportionate amount due with respect to such Commitment pursuant to any cash call made by the General Partner, a percentage of its Commitment sufficient, following the funding of such portion of its Commitment and distributions (if any) to pre-existing Partners contemplated Partner prior thereto pursuant to Section 6.2.7(d3.1(a) of this Agreement, to result in all the Partners of the Partnership having contributed the same percentage of their respective Commitments, (iii) required to bear its portion of other operating expenses (including Organizational Expenses and its share of the Management Fee) whenever incurred and (iv) required to pay interest (the “Subsequent Closing Interest”) to the Partnership on its Capital Contribution pursuant to this Section 6.2.7(b) at an annual rate equal to nine percent (9%) per annum, calculated from the date such Capital Contribution would have been made if such Limited Partner had been admitted or such existing Partner had increased its Commitment on the date of the Initial Closing to the date of payment by such Partnerherein). (c) The Subsequent Closing Interest received by In the Partnership from Partners increasing their Commitments and any additional case of each Limited Partners shall not be treated as a Capital Contribution or payment toward such Partner’s Commitment. RatherPartner whose Commitment has been increased, such Subsequent Closing Interest increased Commitment shall be treated effective as income of the date that (i) an executed counterpart of this Agreement reflecting such increased Commitment has been delivered to and accepted by the Partnership and the distribution(ii) such Limited Partner has paid, if any, by way of contribution to the pre-existing Partners shall be treated as a guaranteed payment for the use of capital within the meaning of Section 707(c) Partnership, cash in an amount equal to 25% of the Code. Such income and increased amount of its Commitment (plus any additional proportionate amount due with respect to such increased Commitment pursuant to any cash call made by the deduction for the guaranteed payment shall be included in Profits or Losses, as the case may be. The General Partner may postpone the collection of Subsequent Closing Interest until the date of the Final Closing or within one hundred eighty prior thereto pursuant to Section 3.1 (180a) days thereafterherein). (d) A portion or all of the amounts (other than Subsequent Closing Interest) received by the Partnership from Partners increasing their Commitments and any additional Limited Partners shall be distributed to pre-existing Partners, but only to the extent necessary, such that after such distribution, all Partners shall have contributed to the Partnership the same percentage of their respective Commitments (excluding Subsequent Closing Interest)(adjusted to reflect any current and prior distributions to pre-existing Partners pursuant to this Section 6.2.7(d)), it being understood that a distribution to pre-existing Partners may not be necessary. The General Partner may, in its sole discretion, credit to the Capital Accounts of or apply toward subsequent Capital Contribution obligations of pre-existing Partners any amounts that otherwise would have been distributed to them under this Section 6.2.7(d). To the extent pre-existing Partners have received the amounts distributed pursuant to Section 6.2.7(c) of this Agreement, such pre-existing Partners will not be entitled to the First Priority Return or the Second Priority Return with respect to the portion of capital returned to them under this Section 6.2.7(d). For the purposes of this Section 6.2.7, all Assets and other investments of the Partnership made or incurred prior to Upon the admission of an ERISA Partner, an Additional Limited Partner to the Partnership or an increase in the Commitment of a any Limited Partner pursuant to this Section 3.2 herein, the opening Capital Account of such Additional Limited Partner or Limited Partner, as the case may be, shall be valued debited with an amount equal to (i) such Additional Limited Partner's or Limited Partner's pro rata share (in proportion to the respective Commitments of the Partners in the case of an Additional Limited Partner or in the proportion that the amount of such increase bears to the Commitments of the Partners in the case of an increased Commitment) of all expenses delineated in Section 2.5(c) herein incurred by the Partnership in the period from the date of filing of the Certificate of Limited Partnership to the date of such admission or increase in Commitment, plus (ii) all expenses incurred by the Partnership in connection with the admission of such Additional Limited Partner or the increase in the Commitment of such Limited Partner pursuant to this Section 3.2. Any such amounts debited from the Capital Account of any such Additional Limited Partner or Limited Partner increasing its Commitment shall be credited to the Capital Accounts of the other Partners in the manner provided in Section 3.5(a)(iv) herein. (e) The General Partner shall determine the price for each Partner's Percentage to be issued to each Additional Limited Partner or each Limited Partner whose Commitment is to be increased, which price shall be known as the "Offering Price." (i) In determining the Offering Price, the General Partner shall not set the price at original cost unless less than the book value of the percentage of the Partnership's Assets Under Management reflected in the Partner's Percentage to be issued; however, the General Partner, in its sole discretion, determines may set an Offering Price in excess of the book value of the percentage of the Partnership's Assets Under Management to be issued to the Additional Limited Partner or to the Limited Partner increasing its Commitment. (ii) In the event that, by a majority vote of the Limited Partners with each Limited Partner having such Partner's Voting Interest, the Limited Partners decide that a material change or significant event requires a different valuationthe Offering Price does not fairly represent the fair market value of the Partner's Percentage to be issued, in which case then the amounts contributed pursuant Offering Price of such Partner's Percentage to this Section 6.2.7 for each Interest be issued shall be adjusted accordinglydetermined by a recognized appraisal or investment firm with experience in making determinations of value of the type required to be made herein. In such an event, the General Partner and the Limited Partners shall agree on an independent appraiser, and such independent appraiser shall be directed to determine the fair market value of such Partner's Percentage to be issued as soon as practicable. The appraised value shall be calculated by determining the appraised value of the Partnership as a whole and dividing that value by the Partner's Percentage to be issued. The determination by the appraiser of the fair market value will be conclusive and binding on all Partners. (iii) To the extent that the Offering Price exceeds the book value of the percentage of the Partnership's Assets Under Management, any such surplus shall be credited to the Capital Accounts of the other Partners in the manner provided in Section 3.5(a)(iv) herein.

Additional Limited Partners and Increased Commitments. The General Partner may (ai) Subject without the consent of the Limited Partners from time to time after the date of this Agreement and during the ( ) month period following the Commencement Date, and (ii) on or after the end of that period with the consent of [the Advisory Board/a Majority in Interest of the Limited Partners], admit one or more new Limited Partners (the “Additional Limited Partners”) or permit any Limited Partner to increase its Commitment under the terms and conditions set forth in this Section 5.04. Each Additional Limited Partner (and Limited Partner increasing its Commitment) must execute and deliver to the Partnership the documentation required by this Section 5.04, thereby evidencing its agreement to be bound by and comply with the terms and provisions of this Agreement, during and Schedule A attached to this Agreement will be amended to reflect such Additional Limited Partner’s name, address and Commitment (or the period commencing on increase in the Initial Closing and ending with Limited Partner’s Commitment, as the Final Closing, the General Partner is authorized, but not obligated, to accept from time to time additional Commitments from the Partners and to select and admit other Persons to the Partnership as additional Limited Partners (the date of any such admittance occurring after the Initial Closing shall hereinafter be referred to as a “Subsequent Closing Date”case may be). Any such additional Commitments shall be accepted and any such additional Each Additional Limited Partners Partner shall be admitted to the Partnership only as of the date that (i) an executed subscription agreement in form and substance acceptable to the General Partner has been accepted by the Partnership, (ii) an executed counterpart of this Agreement has been delivered to and accepted by the Partnership and (iii) the Additional Limited Partner shall have paid by way of a Capital Contribution to the Partnership, cash in an amount equal to the sum of (x) a Capital Contribution representing the same proportion of the Additional Limited Partner’s Commitment as the proportion which each Pre-Existing Partner has been required to contribute of its Commitment prior to such date (taking into account any amount previously returned to any Partner pursuant to Section 5.04(g) and any amount which the General Partner decides to then return to any Pre-Existing Partner pursuant to Section 5.04(g), as if such amounts had not been contributed by the Pre-Existing Partners) and (y) an additional amount set forth in Section 5.04(f). In the case of each Limited Partner whose Commitment has been increased, such increased Commitment shall be effective as of the date (i) an executed document in form and substance acceptable to the General Partner reflecting such increased Commitment is executed and delivered by the Limited Partner and accepted by the Partnership and (ii) the Limited Partner shall have paid by way of a Capital Contribution to the Partnership cash in an amount equal to the sum of (x) a Capital Contribution representing the same proportion of the increased Commitment as the proportion which each Pre-Existing Partner has been required to contribute of its Commitment prior to such date (taking into account any amount previously returned to any Partner pursuant to Section 5.04(g) and any amount which the General Partner decides to then return to any Pre-Existing Partner pursuant to Section 5.04(g), as if such amounts had not been contributed by the Pre-Existing Partners) and (y) an additional amount set forth in Section 5.04(f). Partner may increase when new Limited Partners are admitted or Limited Partners’ Commitments otherwise increase. If Additional Limited Partners are admitted to the Partnership as Limited Partners or if Limited Partners increase their Commitments pursuant to this Section 5.04, Capital Contributions of such Limited Partners and Organization Expenses and other expenses of the Partnership (including Management Compensation) that are allocated to the Limited Partners on or after the effective date of such admission or increase shall be made by and allocated to such Limited Partners to the acceptance of extent necessary to cause such additional Commitments, persons to be treated with respect to such items as if they had been Limited Partners with such Commitments from the sum Commencement Date of the aggregate Commitments Partnership. This Section 5.04(e) is solely for the purpose of all allocating expenses and shall have no effect on how the Management Compensation is calculated pursuant to Section 3.05. Each Additional Limited Partners plus the aggregate commitments of all limited partners in any Parallel Fund shall not exceed Five Hundred Million Dollars ($500,000,000)Partner that is admitted or Limited Partner that increases its Commitment may pay, which may be increased to Seven Hundred and Fifty Million Dollars ($750,000,000) in the sole discretion of the General Partner. (b, in addition to the Capital Contribution required to be paid pursuant to Section 5.04(c)(iii) Any existing or Section 5.04(d)(ii), as applicable, interest in an amount equal to [ percent ( %)] per annum, compounded annually, on each Capital Contribution that would have been paid had the Additional Limited Partner been a Limited Partner from the Commencement Date and paid its proportionate share of all prior Capital Contributions made to the Partnership prior to the admittance of the Additional Limited Partner or that would have been paid had the Limited Partner increasing its Commitment made its increased Commitment on the Commencement Date and paid its proportionate share of all prior Capital Contributions made to the Partnership prior to the acceptance of the increased Commitment. Any such interest paid by any additional Limited Partner shall not be (i) treated as having increased considered a Capital Contribution of such Partner and shall not be credited against its Commitment or as having been a party Commitment. The amount of each interest payment pursuant to this Agreement as the foregoing, in the sole discretion of the date of the Initial Closing for all purposes of this Agreement, including, without limitation, for purposes of calculating the First Priority Return and Second Priority Return, (ii) required to contribute, as determined by the General Partner, a percentage of its Commitment sufficientshall (i) be allocated among, following and added to the funding of such portion of its Commitment and distributions (if any) Capital Accounts of, the Pre-Existing Partners in proportion to pre-existing Partners contemplated pursuant to Section 6.2.7(d) of this Agreement, to result in all the Partners Capital Contributions of the Partnership having contributed Pre-Existing Partners, and the same percentage of their respective Commitments, (iii) required to bear its portion of other operating expenses (including Organizational Expenses and its share outstanding unfunded Commitments of the Management FeePre-Existing Partners shall be reduced by the amounts allocated, or (ii) whenever incurred and (iv) required to pay interest (the “Subsequent Closing Interest”) be remitted to the Partnership on its Pre-Existing Partners in proportion to the Capital Contribution pursuant to this Section 6.2.7(b) at an annual rate equal to nine percent (9%) per annum, calculated from Contributions of the date Pre-Existing Partners. Any such Capital Contribution would have been made if such allocation or remittance by a Limited Partner had been admitted or such existing Partner had increased its Commitment on the date of the Initial Closing to the date of payment by such Partner. (c) The Subsequent Closing Interest received by the Partnership from Partners increasing their Commitments and any additional Limited Partners shall not be treated as a Capital Contribution or payment toward such Partner’s Commitment. Rather, such Subsequent Closing Interest shall be treated as income by the Partnership and the distribution, if any, to the pre-existing other Partners shall be treated as a guaranteed payment for of such Limited Partner directly to the use Pre-Existing Partners, and shall not be deemed to be a Capital Contribution of capital within such Limited Partner followed by a distribution to the meaning of other Partners.74 The Capital Contribution made by an Additional Limited Partner pursuant to Section 707(c5.04(c) of the Code. Such income and the deduction Capital Contribution made by a Limited Partner increasing its Commitment pursuant to Section 5.04(d) may be distributed in whole or in part by the Partnership to the Pre-Existing Partners so that the ratio, after such remittance, that each Partner’s (including the Additional Limited Partner and the Limited Partner increasing its Commitment) aggregate Capital Contributions bears to its capital commitment is the same for the guaranteed payment shall be included in Profits or Losses, as the case may beall Partners. The General All amounts remitted to a Pre-Existing Partner may postpone the collection of Subsequent Closing Interest until the date of the Final Closing or within one hundred eighty (180under this Section 5.04(g) days thereafter. (d) A portion or all of the amounts (other than Subsequent Closing Interestinterest) received shall (i) reduce, dollar for dollar, such Pre-Existing Partner’s aggregate Capital Contributions to date, (ii) increase, dollar for dollar, the unfunded Commitment of such Pre- Existing Partner, (iii) be available for call by the Partnership from for investment, to pay expenses or 74 This section should only be used if Additional Limited Partners or Limited Partners increasing their Commitments will be assessed interest. otherwise, and (iv) constitute a return of capital and not a payment of any additional Limited Partners shall be distributed distribution pursuant to pre-existing Partners, but only Section 7. Payment of interest to the extent necessary, such that after such distribution, all Partners shall have contributed to the Partnership the same percentage of their respective Commitments (excluding Subsequent Closing Interest)(adjusted to reflect any current and prior distributions to prePre-existing Existing Partners pursuant to this Section 6.2.7(d)), it being understood that a distribution to pre-existing Partners may not be necessary. The General Partner may, in its sole discretion, credit 5.04(f) and remittances to the Capital Accounts of or apply toward subsequent Capital Contribution obligations of prePre-existing Existing Partners any amounts that otherwise would have been distributed to them under this Section 6.2.7(d). To the extent pre-existing Partners have received the amounts distributed pursuant to Section 6.2.7(c5.04(g) shall, in accordance with Section 7.07(a) of this Agreement, such pre-existing Partners will not the Code be entitled to the First Priority Return or the Second Priority Return with respect to the portion of capital returned to them under this Section 6.2.7(d). For the treated for all purposes of this Section 6.2.7Agreement and for all accounting and tax reporting purposes as payments made directly from each Additional Limited Partner or Partner increasing its Commitment to the Pre-Existing Partners and not as items of Partnership income, all Assets and gain, loss, expense, contribution or distribution. [add other investments of the Partnership made conditions or incurred prior provisions relating to the admission of an ERISA Partner, an Additional Limited Partner Partners or an increase increases in the Commitment of a Limited Partner, as the case may be, shall be valued at original cost unless the General Partner, in its sole discretion, determines that a material change or significant event requires a different valuation, in which case the amounts contributed pursuant to this Section 6.2.7 for each Interest shall be adjusted accordingly.Commitments]