Common use of Capital Commitment Clause in Contracts

Capital Commitment. You agree to purchase Interests for an aggregate purchase price equal to the portion of your requested capital commitment to the Fund that is accepted by the Fund (“Commitment”) under the terms and conditions set forth herein. You agree to purchase Interests (up to the amount of your Undrawn Commitment, as defined below) each time the Fund delivers a drawdown notice, which will be delivered (including by email) in respect of such Commitment at least 10 calendar days prior to the required funding date (“a Funding Deadline”) (except that an initial funding may be required immediately upon the Initial Closing Date (as defined below)). New Interests will be issued on each Drawdown Date in respect of such drawdown. A “Drawdown Date” is each date on which an Interestholder purchases Interests from the Fund, and the Fund issues Interests to an Interestholder. a. The first date on which the Fund accepts capital commitments to purchase Interests, other than from the Initial Interestholder, is referred to as the “Initial Closing Date.” The first date on which Interests are issued (other than to the Initial Interestholder) is referred to herein as the “Initial Issuance Date.” b. Interests will initially be issued at a price per Interest of $20.00. Interests issued following the Initial Issuance Date will generally be issued at a per Interest price equal to the then-current net asset-value (“NAV”) per Interest. For purposes of this calculation, the NAV per Interest may be based on the NAV per Interest calculated at the end of the most recent calendar quarter prior to the date of the applicable drawdown notice or issuance date or as otherwise determined by the Board of Managers in accordance with the Fund’s valuation policy, subject to the limitations of Section 23 under the Investment Company Act (which generally prohibits the Fund from issuing Interests at a price below the then-current NAV, subject to certain exceptions). c. The Fund may hold, and expects to hold, a number of closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”). d. If your Commitment is accepted on any Subsequent Closing Date, you shall be required to purchase from us, on no less than 10 calendar days’ prior notice, a number of Interests with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Interests, your contributed capital percentage will be equal to that of each prior Interestholder (other than an affiliate of GS, a Defaulting Interestholder or an Interestholder whose Commitment was accepted on a Subsequent Closing Date and that has not yet made such a purchase). e. At each Drawdown Date following any Subsequent Closing Date, all investors, including investors whose Commitments were accepted on such Subsequent Closing Date, shall purchase Interests in accordance with the standard provisions for Drawdown Dates described below.

Capital Commitment. You agree to purchase Interests for an aggregate purchase price equal to the portion of your requested capital commitment to the Fund that is accepted by the Fund (“Commitment”) under the terms and conditions set forth herein. You agree to purchase Interests (up to the amount of your Undrawn Commitment, as defined below) each time the Fund delivers a drawdown notice, which will be delivered (including by email) in respect of such Commitment at least 10 calendar days prior to the required funding date (“a Funding Capital Call Deadline”) (except that an initial funding may be required immediately upon the Initial Closing Date (as defined below)). New Interests will be issued on each Drawdown Date in respect of such drawdown. A “Drawdown Date” is each date on which an Interestholder purchases Interests from the Fund, and the Fund issues Interests to an Interestholder. a. The first date on which the Fund accepts capital commitments to purchase Interests, other than from the Initial Interestholder, is referred to as the “Initial Closing Date.” The first date on which Interests are issued (other than to the Initial Interestholder) is referred to herein as the “Initial Issuance Date.” b. Interests will initially be issued at a price per Interest of $20.00. Interests issued following the Initial Issuance Date will generally be issued at a per Interest price equal to the then-current net asset-value (“NAV”) per Interest. For purposes of this calculation, the NAV per Interest may be based on the NAV per Interest calculated at the end of the most recent calendar quarter prior to the date of the applicable drawdown notice or issuance date or as otherwise determined by the Board of Managers in accordance with the Fund’s valuation policy, subject to the limitations of Section 23 under the Investment Company Act (which generally prohibits the Fund from issuing Interests at a price below the then-current NAV, subject to certain exceptions). c. The Fund may hold, and expects to hold, a number of closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”). d. If your Commitment is accepted on any Subsequent Closing Date, you shall be required to purchase from us, on no less than 10 calendar days’ prior notice, a number of Interests with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Interests, your contributed capital percentage will be equal to that of each prior Interestholder (other than an affiliate of GS, a Defaulting Interestholder or an Interestholder whose Commitment was accepted on a Subsequent Closing Date and that has not yet made such a purchase). e. At each Drawdown Date following any Subsequent Closing Date, all investors, including investors whose Commitments were accepted on such Subsequent Closing Date, shall purchase Interests in accordance with the standard provisions for Drawdown Dates described below.

Capital Commitment. You agree to purchase Interests Shares for an aggregate purchase price equal to the portion of your requested capital commitment to the Fund Company that is accepted by the Fund Company (“Commitment”) under the terms and conditions set forth herein. You agree to purchase Interests Shares (up to the amount of your Undrawn Commitment, as defined below) each time the Fund Company delivers a drawdown notice, which will be delivered (including by email) in respect of such Commitment at least 10 calendar 5 business days (as defined in Rule 14d-1 of the Exchange Act (“Business Days”) (measured from the date the Company sends such notice by mail or electronically, as applicable, rather than the date such notice is received) prior to the required funding date (the “a Funding DeadlineDrawdown Date”) (except that an initial funding may be required immediately upon the Initial Closing Date (as defined below)). New Interests Shares will be issued on each Drawdown Date in respect of such drawdown. A “Drawdown Date” is each date on which an Interestholder purchases Interests from the Fund, and the Fund issues Interests to an Interestholder. a. The first date on which the Fund Company accepts capital commitments to purchase Interests, other than from the Initial Interestholder, Shares is referred to as the “Initial Closing Date.” The first date on which Interests investors are issued (other than required to the Initial Interestholder) initially fund their capital commitment to purchase Shares is referred to herein as the “Initial Issuance Drawdown Date.” b. Interests On the first date on which we issue Shares (the “Initial Issuance Date”), such Shares will initially be issued at a price per Interest share of $20.0020. Interests Shares issued following the Initial Issuance Date such initial issuance will generally be issued at a per Interest share price equal to the then-current net net-asset-value (“NAV”) per Interestshare. For purposes of this calculation, the NAV per Interest may Share will be based on the NAV per Interest Share calculated at the end of the most recent calendar quarter month prior to the date of the applicable drawdown notice or issuance date or Last Funding Date (as otherwise determined by the Board of Managers in accordance with the Fund’s valuation policydefined below), subject to adjustments for material changes and the limitations of Section 23 under the Investment Company Act (which generally prohibits the Fund Company from issuing Interests Shares at a price below the then-current NAVNAV of Shares as determined within 48 hours, excluding Sundays and holidays, of such issuance, subject to certain exceptions). c. If you make a Commitment after the Initial Drawdown Date, you agree to bear a portion of Organizational Expenses (as defined below) on or prior to the time of your first Drawdown Date. d. The Fund Company may hold, and expects to hold, a number of closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”). The final Subsequent Closing Date will occur no later than 24 months following the Initial Closing Date (the “Final Closing Date”); provided that the Board of Directors may extend the Final Closing Date by up to an additional six month period in its discretion. d. e. If your Commitment is accepted on any Subsequent Closing Date, you shall be required to purchase from us, on no less than 10 calendar days5 Business Days’ prior notice, a number of Interests Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such InterestsShares, your contributed capital percentage will Net Contributed Capital Percentage (as defined below) shall be equal to that the Net Contributed Capital Percentage of each prior Interestholder investor (other than an affiliate of GS, a any Defaulting Interestholder Shareholders (as defined below) or an Interestholder whose Commitment was accepted investors who subscribed on a prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase Price) (the “Adjusted Purchase Price”). Such Shares may be required to be purchased on any date on or following the applicable Subsequent Closing Date and that has not yet made such a purchase). e. At each on or prior to the next Drawdown Date following (any such date, a “Catch-Up Date”). Any investor increasing its Commitment on any Subsequent Closing Date, all investors, including investors whose Commitments Date shall be treated as if it were accepted on such Subsequent Closing Date, shall purchase Interests in accordance with making a new Commitment to the standard provisions for Drawdown Dates described belowCompany.