Common use of Capital Commitments Clause in Contracts

Capital Commitments. (a) The Partnership may from time to time, in the discretion of the Managing General Partner, issue additional Partnership Units and admit additional Limited Partners to the Partnership. Any Person that acquires Partnership Units for cash (an “Investor”) will acquire such Units pursuant to an agreement (a “Subscription Agreement”) between such Investor and the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership Units in exchange for Capital Contributions in cash on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “Unfunded Commitment” of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitment. (b) If at any time the Managing General Partner determines to raise capital by issuing Capital Calls to Partners having Unfunded Commitments, it shall generally issue such Capital Calls pro rata to each such Partner in proportion to the Unfunded Commitment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than pro rata to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“Payment Date”), which date shall be no sooner than ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.

Capital Commitments. (a) The Partnership may from time to time, in the discretion of the Managing General Partner, issue additional Partnership Units and admit additional Limited Partners to the Partnership. Any Person that acquires Partnership Units for cash (an “Investor”) will acquire such Units pursuant to an agreement (a “Subscription Agreement”) between such Investor and the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership a specified number of Units in exchange for Capital Contributions in cash at a specified price per Unit, all on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “Unfunded Commitment” of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitment. (b) If at any time the Managing General Partner determines to raise capital by issuing Capital Calls to Partners having Unfunded Commitments, it shall generally issue such Capital Calls pro rata to each such Partner in proportion to the number of Units issuable in respect of the Unfunded Commitment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than pro rata to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest Operating Company as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“Payment Date”), which date shall be no sooner than ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.

Capital Commitments. (a) The Partnership may from time to time, in at the discretion of the Managing General Partner, issue additional Partnership OP Units and admit additional Limited Partners to the Partnership. Any Person (other than the Trust) that acquires a Partnership Units Interest for cash (an “Investor”) after the date hereof will acquire such Units interest pursuant to an agreement (a “Subscription Agreement”) between such Investor and the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership a specified number of OP Units in exchange for Capital Contributions in cash at a specified price per OP Unit, all on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. OP Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor therefore being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the OP Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any OP Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Limited Partner immediately upon the payment of the purchase price for the first OP Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, ,” and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of OP Units pursuant thereto shall be referred to as the “Unfunded Commitment” of the Limited Partner party to such Subscription Agreement. Except as provided in Subject to Section 11.4(c), in no event will any Limited Partner be required to contribute any capital to the Partnership in excess of such Limited Partner’s Capital Commitment. (b) If at any time the Managing General Partner determines to raise capital by issuing Capital Calls to Partners having Unfunded Commitments, it shall generally issue coordinate the issuance of such Capital Calls with the Fund General Partner so that capital is called pro rata from all Fund Investors having unfunded commitments to each such Partner in proportion contribute capital to the Unfunded Commitment Fund Partnership, the Trust and/or the Partnership based on the relative unfunded commitments of each such PartnerFund Investors to such Entities. However, the Managing General Partner and Fund General Partner may, in its their discretion, issue Capital Calls other than on such a pro rata basis to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner or the Fund General Partner otherwise deems it advisable to issue Capital Calls in some manner other than on such a pro rata basis (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest Trust as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“Payment Date”), ) which date shall be no sooner than ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.

Capital Commitments. (a) The Partnership may from time to timemay, in the discretion of the Managing General Partner, issue additional Partnership Units and admit additional Limited Partners to the Partnership. Any Person that acquires a Partnership Units Interest for cash (an “"Investor”") after the First Closing will acquire such Units interest pursuant to an agreement (a “"Subscription Agreement”") between such Investor and the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership a specified number of Units in exchange for Capital Contributions in cash at a specified price per Unit, all on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may shall be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“"Capital Calls”") issued pursuant to written notice (the “"Capital Call Notice”") to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “'s "Capital Commitment”". Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Limited Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) pursuant to a Subscription Agreement is referred to herein as such Partner’s “'s "Funded Commitment”", and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “"Unfunded Commitment” " of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in In no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s 's Capital Commitment. , provided that (bi) the General Partner will be required to invest a portion of its fees in the Partnership (or other Operating Company) as provided in Sections 7.2 and 7.3 and (ii) each Limited Partner that is not an Affiliate of the General Partner shall be obligated to pay Asset Management Fees to the General Partner in accordance with Section 7.2, which fees shall be in addition to such Limited Partner's Capital Commitment. If at any time the Managing General Partner determines to raise capital by issuing Capital Calls to Partners having Unfunded Commitments, it shall generally issue such Capital Calls pro rata to each such Partner in proportion to the number of Units issuable in respect of the Unfunded Commitment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than pro rata to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“"Payment Date”"), which date shall be no sooner than that ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.

Capital Commitments. (a) Any Person who has agreed in writing to a Capital Commitment in an amount acceptable to the General Partner and has further agreed to be bound by this Agreement as a Limited Partner may be admitted by the General Partner as a Limited Partner at such times as determined by the General Partner until the Last Closing. The Partnership General Partner may from time to timein its sole discretion reject subscriptions for Interests. The General Partner is authorized, in without the discretion consent of the Managing General PartnerLimited Partners, issue additional Partnership Units and admit additional Limited Partners to permit any existing Partner to increase its Capital Commitment at such other times until the Partnership. Any Person that acquires Partnership Units for cash (an “Investor”) will acquire such Units pursuant to an agreement (a “Subscription Agreement”) between such Investor and Last Closing as the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership Units in exchange for Capital Contributions in cash on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “Unfunded Commitment” of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitmentits sole discretion determines. (b) If Limited Partners admitted to the Partnership or increasing their Capital Commitment at any time closing after the Managing General Partner determines Initial Closing Date shall make a Capital Contribution on the First Drawdown Date equal to raise capital by issuing the aggregate of: (i) such amounts as shall ensure that, following the application of this Section 4.2(b), all Partners shall have contributed Capital Calls Contributions to Partners having Unfunded Commitments, it shall generally issue such Capital Calls the Partnership (for all purposes save for the payment of Investment Management Fees) pro rata to each such Partner their respective Unfunded Capital Commitments existing immediately following the First Drawdown Date, and all of the Partners in proportion the Partnership and the investors in any Parallel Vehicle shall have contributed capital to their respective partnerships or other entities (save for the Unfunded Commitment payment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than management fees) pro rata to their respective undrawn commitments thereto existing immediately following the extent required First Drawdown Date; (ii) the Investment Management Fees that would have been payable by such Limited Partners if they had been admitted as Limited Partners on the terms Initial Closing Date; (iii) interest amounting to 8% per annum on their Capital Contributions made pursuant to (i) and (ii) above, calculated over the period from the Initial Closing Date (or, in the case of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable amounts payable under (i) above which are attributable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and that were due on a date after the First Closing Date, from the date on which such Capital Contributions are due were required to be contributed) to the date on which the relevant Limited Partner was admitted to the Partnership (“Payment Date”)which such amount, which date for the avoidance of doubt, shall be no sooner than ten Business Days after the date payable outside of and in addition to such Limited Partner's Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice Commitment and thus shall not be deemed to have been be a contribution of such Capital Commitment); and (iv) any transfer taxes which may arise from any allocation and adjustment made on pursuant to this Section 4.2(b) or which would otherwise result from such Payment Dateadditional Limited Partner being admitted to the Partnership. (c) The General Partner shall promptly apply the amounts contributed under Section 4.2(b) above as follows: (i) that part of the amounts contributed pursuant to (i) and (iii) of Section 4.2(b) above as is required to be paid by the Partnership to any Parallel Vehicle, in accordance with Section 7.8 and the terms of the Co-Investment Agreement shall be paid to such Parallel Vehicle; (ii) that part of the amounts contributed pursuant to (i) and (iii) of Section 4.2(b) above (excluding any amounts of interest payable under (iii) of Section 4.2(b)4.2(b) above which are attributable to payments made under (ii) of Section 4.2(b) above) which are not allocated under Section 4.2(b)(i) above shall be allocated and credited to the Capital Accounts of the Limited Partners and the General Partner admitted prior to the relevant closing, pro rata to their respective Capital Commitments, provided that such amounts may (in the sole discretion of the General Partner) be held as cash at hand, may be utilized by the Partnership for all purposes set out herein and any remaining proportion of such amount may be set off against the liability of any Limited Partner with respect to a Drawdown hereunder. Amounts returned to such persons under (i) above will increase their Unfunded Capital Commitments, whereas amounts distributed under limb (iii) will be deemed to be payments outside of their Capital Commitments and will not increase their Unfunded Capital Commitments; and (iii) the amounts contributed under (ii) of Section 4.2(b) above and amounts contributed under (iii) of Section 4.2(b) above which are attributable to payments made under (ii) of Section 4.2(b) above will be paid by the Partnership to the Investment Manager. (d) The provisions of Section 4.2(b)(iii) and (iv) shall not apply to any Capital Commitment (or increased Capital Commitment) made by the General Partner or any of its Affiliates. (e) Following the expiration of the Commitment Period, all Partners will be released from any further obligation with respect to their Unfunded Capital Commitments, subject to Section 4.3(f).

Capital Commitments. (a) The Partnership may from time to time, in the discretion of the Managing General Partner, issue additional Partnership Units and admit additional Limited Partners to the Partnership. Any Person that acquires Partnership Units for cash (an “"Investor”") will acquire such Units pursuant to an agreement (a “"Subscription Agreement”") between such Investor and the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership a specified number of Units in exchange for Capital Contributions in cash at a specified price per Unit, all on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“"Capital Calls”") issued pursuant to written notice (the “"Capital Call Notice”") to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “'s "Capital Commitment”". Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “'s "Funded Commitment”", and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “"Unfunded Commitment” " of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s 's Capital Commitment. (b) If at any time the Managing General Partner determines to raise capital by issuing Capital Calls to Partners having Unfunded Commitments, it shall generally issue such Capital Calls pro rata to each such Partner in proportion to the number of Units issuable in respect of the Unfunded Commitment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than pro rata to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest Operating Company as a “"domestically controlled” " REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“"Payment Date”"), which date shall be no sooner than ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.

Capital Commitments. (a) The Partnership may from time Each Member’s Capital Commitment in respect of a Class shall be set forth on the Member List and shall be payable in cash in U.S. dollars, as set forth on Schedule A hereto, or, with Prior Committee Approval, other property. Upon the approval of any Investment by Prior Committee Approval of a Capital Contribution, the Administrative Agent shall issue a notice to timeeach Member setting forth the terms of the associated Capital Contribution, including the payment date (provided that notice shall be provided no less than ten (10) Business Days prior to the payment date). Capital Contributions shall be made by all Members pro rata based on their respective Proportionate Share. In connection with the initial Capital Contribution by the Members, BCSF and the Company shall enter into a contribution and sale agreement in the discretion of form approved by the Managing General Partner, issue additional Partnership Units Members (with Prior Committee Approval) (the “Contribution and admit additional Limited Partners to the Partnership. Any Person that acquires Partnership Units for cash (an “Investor”) will acquire such Units pursuant to an agreement (a “Subscription Sale Agreement”) between such Investor and the Partnership ), pursuant to which such Investor agrees BCSF will contribute to acquire, and the Partnership agrees to issue, Partnership Units capital of the Company certain investments in exchange for interests in the Company and a Subordinated Note in an amount to be approved by the Company (by Prior Committee Approval). As of the Effective Date, the Classes, Capital Commitments, Capital Contributions in cash on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as Proportionate Share of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any Units pursuant to a Subscription Agreement Members shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “Unfunded Commitment” of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitmentset forth on Schedule A hereto. (b) As of the date hereof, each Member makes those representations set forth on Schedule C to the Company, and such representations shall be deemed repeated and reaffirmed by each such Member to the Company as of each date that such Member makes a Capital Contribution to the Company. If the representations and warranties of a Member set forth on Schedule C cease to be true at any time during the Managing General Partner determines term of the Company, such Member shall promptly so notify the Company in writing. (c) BCSF may expend funds by or on behalf of the Company or any Subsidiary thereof in order to raise capital by issuing Capital Calls fund an existing Investment, avoid or cure any immediate borrowing base deficiency, default or event of default or termination event related to Partners having Unfunded Commitments, it shall generally issue such Capital Calls pro rata indebtedness of the Company or any Subsidiary or to each such Partner in proportion otherwise avert or mitigate significant immediate damage to the Unfunded Commitment of Company (such expenditure, “Emergency Funding”); provided, that in each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than pro rata to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership case BCSF or the Managing General Partner Administrative Agent determines in good faith and on a reasonable basis that (i) such expenditure directly relates to a sudden or unexpected event, (ii) such expenditure needs to be made within 36 hours of the Administrative Agent becoming aware of such expenditure and it is not reasonably practicable to obtain Prior Committee Approval prior to making such expenditure, (iii) the Company and its Subsidiaries has insufficient available cash to make such expenditure, (iv) the failure to make such expenditure would reasonably be expected to adversely affect one or more PartnersInvestments in any material respect, or if and (v) after giving effect to such expenditure, the Managing General Partner otherwise deems it advisable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status total amount of all Emergency Funding outstanding at such time does not exceed $25,000,000. The Members agree that any REIT in which the Partnership has a direct or indirect interest Emergency Funding shall be treated as a “domestically controlled” REITCapital Contribution for all purposes of this Agreement and shall not accrue any interest or entitle BCSF to any fees or the like; provided, that in no event shall any Emergency Funding affect any Proportionate Share or any rights related thereto or derived therefrom (including the rights to vote, receive distributions or be allocated Profit or Loss) except as set forth in Section 5.1(b)(i). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“Payment Date”), which date shall be no sooner than ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.

Capital Commitments. (a) The Partnership may from time to time, in the discretion of the Managing General Partner, issue additional Partnership Units and admit additional Limited Partners to the Partnership. Any Person that acquires Partnership Units for cash (an “Investor”) will acquire such Units pursuant to an agreement (a “Subscription Agreement”) between such Investor and the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership Units in exchange for Capital Contributions in cash on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “Unfunded Commitment” of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitment. . (b) If at any time the Managing General Partner determines to raise capital by issuing Capital Calls to Partners having Unfunded Commitments, it shall generally issue such Capital Calls pro rata to each such Partner in proportion to the Unfunded Commitment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than pro rata to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“Payment Date”), which date shall be no sooner than ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.on

Capital Commitments. (a) Any Person who has agreed in writing to a Capital Commitment in an amount acceptable to the General Partner and has further agreed to be bound by this Agreement as a Limited Partner may be admitted by the General Partner as a Limited Partner at such times as determined by the General Partner until the Last Closing. The Partnership General Partner may from time to timein its sole discretion reject subscriptions for Interests. The General Partner is authorized, in without the discretion consent of the Managing General PartnerLimited Partners, issue additional Partnership Units and admit additional Limited Partners to permit any existing Partner to increase its Capital Commitment at such other times until the Partnership. Any Person that acquires Partnership Units for cash (an “Investor”) will acquire such Units pursuant to an agreement (a “Subscription Agreement”) between such Investor and Last Closing as the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership Units in exchange for Capital Contributions in cash on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “Unfunded Commitment” of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitmentits sole discretion determines. (b) If Limited Partners admitted to the Partnership or increasing their Capital Commitment at any time closing after the Managing General Partner determines Initial Closing Date shall make a Capital Contribution on the First Drawdown Date equal to raise capital by issuing the aggregate of: (i) such amounts as shall ensure that, following the application of this Section 3.2(b)), all Partners shall have contributed Capital Calls Contributions to Partners having Unfunded Commitments, it shall generally issue such Capital Calls the Partnership (for all purposes save for the payment of Portfolio Management Fees) pro rata to each such Partner their respective Unfunded Capital Commitments existing immediately following the First Drawdown Date, and all of the Partners in proportion the Partnership and the investors in any Parallel Vehicle shall have contributed capital to their respective partnerships or other entities (save for the Unfunded Commitment payment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than management fees) pro rata to their respective undrawn commitments thereto existing immediately following the extent required First Drawdown Date; (ii) the Portfolio Management Fees that would have been payable by such Limited Partners if they had been admitted as Limited Partners on the terms Initial Closing Date; (iii) interest amounting to 8% per annum on their Capital Contributions made pursuant to (i) and (ii) above, calculated over the period from the Initial Closing Date (or, in the case of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable amounts payable under (i) above which are attributable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and that were due on a date after the First Closing Date, from the date on which such Capital Contributions are due were required to be contributed) to the date on which the relevant Limited Partner was admitted to the Partnership (“Payment Date”)which such amount, which date for the avoidance of doubt, shall be no sooner than ten Business Days after the date payable outside of and in addition to such Limited Partner's Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice Commitment and thus shall not be deemed to have been be a contribution of such Capital Commitment); and (iv) any transfer taxes which may arise from any allocation and adjustment made on pursuant to this Section 3.2 or which would otherwise result from such Payment Dateadditional Limited Partner being admitted to the Partnership. (c) The General Partner shall promptly apply the amounts contributed under Section 3.2(b) above as follows: (i) that part of the amounts contributed pursuant to (i) and (iii) of Section 3.2(b)3.2(b) above as is required to be paid by the Partnership to any Parallel Vehicle, in accordance with Section 6.8 and the terms of the Co-Investment Agreement shall be paid to such Parallel Vehicle; (ii) that part of the amounts contributed pursuant to (i) and (iii) of Section 3.2(b)3.2(b) above (excluding any amounts of interest payable under (iii) of Section 3.2(b)3.2(b) above which are attributable to payments made under (ii) of Section 3.2(b)3.2(b) above) which are not allocated under Section 3.2(i) above shall be allocated and credited to the Capital Accounts of the Limited Partners and the General Partner and its Affiliates (in their capacity as holders of the Kieger Investment) admitted prior to the relevant closing, pro rata to their respective Capital Commitments, provided that such amounts may (in the sole discretion of the General Partner) be held as cash at hand, may be utilized by the Partnership for all purposes set out herein and any remaining proportion of such amount may be set off against the liability of any Limited Partner with respect to a drawdown hereunder. Amounts returned to such persons under (i) above will increase their Unfunded Capital Commitments, whereas amounts distributed under limb (iii) will be deemed to be payments outside of their Capital Commitments and will not increase their Unfunded Capital Commitments; and (iii) the amounts contributed under (ii) of Section 3.2(b) above and amounts contributed under (iii) of Section 3.2(b) above which are attributable to payments made under (ii) of Section 3.2(b) above will be paid by the Partnership to the General Partner. (d) The provisions of Section 3.2(b)(iii) and (iv) shall not apply to any Capital Commitment (or increased Capital Commitment) made by the General Partner or any of its Affiliates (including, for the avoidance of doubt, the Kieger Investment). (e) Following the expiration of the Commitment Period, all Partners will be released from any further obligation with respect to their Unfunded Capital Commitments, subject to Section 3.3(f).

Capital Commitments. (a) The Partnership may from time to time, in the discretion of the Managing General Partner, issue additional Partnership Units and admit additional Limited Partners to the 18 Partnership. Any Person that acquires Partnership Units for cash (an “"Investor”") will acquire such Units pursuant to an agreement (a “"Subscription Agreement”") between such Investor and the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership a specified number of Units in exchange for Capital Contributions in cash at a specified price per Unit, all on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“"Capital Calls”") issued pursuant to written notice (the “"Capital Call Notice”") to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “'s "Capital Commitment”". Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “'s "Funded Commitment”", and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “"Unfunded Commitment” " of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s 's Capital Commitment. (b) If at any time the Managing General Partner determines to raise capital by issuing Capital Calls to Partners having Unfunded Commitments, it shall generally issue such Capital Calls pro rata to each such Partner in proportion to the number of Units issuable in respect of the Unfunded Commitment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than pro rata to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest Operating Company as a “"domestically controlled” " REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“"Payment Date”"), which date shall be no sooner than ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.

Capital Commitments. (a) Any Person who has agreed in writing to a Capital Commitment in an amount acceptable to the General Partner and has further agreed to be bound by this Agreement as a Limited Partner may be admitted by the General Partner as a Limited Partner at such times as determined by the General Partner until the Last Closing. The Partnership General Partner may from time to timein its sole discretion reject subscriptions for Interests. The General Partner is authorized, in without the discretion consent of the Managing General PartnerLimited Partners, issue additional Partnership Units and admit additional Limited Partners to permit any existing Partner to increase its Capital Commitment at such other times until the Partnership. Any Person that acquires Partnership Units for cash (an “Investor”) will acquire such Units pursuant to an agreement (a “Subscription Agreement”) between such Investor and Last Closing as the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership Units in exchange for Capital Contributions in cash on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “Unfunded Commitment” of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitmentits sole discretion determines. (b) If Limited Partners admitted to the Partnership or increasing their Capital Commitment at any time closing after the Managing General Partner determines Initial Closing Date shall make a Capital Contribution on the First Drawdown Date equal to raise capital by issuing the aggregate of: (i) such amounts as shall ensure that, following the application of this Section 4.2(b), all Partners shall have contributed Capital Calls Contributions to Partners having Unfunded Commitments, it shall generally issue such Capital Calls the Partnership (for all purposes save for the payment of Investment Management Fees) pro rata to each such Partner their respective Unfunded Capital Commitments existing immediately following the First Drawdown Date, and all of the Partners in proportion the Partnership and the investors in any Parallel Vehicle shall have contributed capital to their respective partnerships or other entities (save for the Unfunded Commitment payment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than management fees) pro rata to their respective undrawn commitments thereto existing immediately following the extent required First Drawdown Date; (ii) the Investment Management Fees that would have been payable by such Limited Partners if they had been admitted as Limited Partners on the terms Initial Closing Date; (iii) interest amounting to 8% per annum on their Capital Contributions made pursuant to (i) and (ii) above, calculated over the period from the Initial Closing Date (or, in the case of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable amounts payable under (i) above which are attributable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and that were due on a date after the First Closing Date, from the date on which such Capital Contributions are due were required to be contributed) to the date on which the relevant Limited Partner was admitted to the Partnership (“Payment Date”)which such amount, which date for the avoidance of doubt, shall be no sooner than ten Business Days after the date payable outside of and in addition to such Limited Partner's Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice Commitment and thus shall not be deemed to have been be a contribution of such Capital Commitment); and (iv) any transfer taxes which may arise from any allocation and adjustment made on pursuant to this Section 4.2(b) or which would otherwise result from such Payment Dateadditional Limited Partner being admitted to the Partnership. (c) The General Partner shall promptly apply the amounts contributed under Section 4.2(b) above as follows: (i) that part of the amounts contributed pursuant to (i) and (iii) of Section 4.2(b) above as is required to be paid by the Partnership to any Parallel Vehicle, in accordance with Section 7.8 and the terms of the Co-Investment Agreement shall be paid to such Parallel Vehicle; (ii) that part of the amounts contributed pursuant to (i) and (iii) of Section 4.2(b) above (excluding any amounts of interest payable under (iii) of Section 4.2(b) above which are attributable to payments made under (ii) of Section 4.2(b) above) which are not allocated under Section 4.2(b)(i) above shall be allocated and credited to the Capital Accounts of the Limited Partners and the General Partner admitted prior to the relevant closing, pro rata to their respective Capital Commitments, provided that such amounts may (in the sole discretion of the General Partner) be held as cash at hand, may be utilized by the Partnership for all purposes set out herein and any remaining proportion of such amount may be set off against the liability of any Limited Partner with respect to a Drawdown hereunder. Amounts returned to such persons under (i) above will increase their Unfunded Capital Commitments, whereas amounts distributed under limb (iii) will be deemed to be payments outside of their Capital Commitments and will not increase their Unfunded Capital Commitments; and (iii) the amounts contributed under (ii) of Section 4.2(b) above and amounts contributed under (iii) of Section 4.2(b) above which are attributable to payments made under (ii) of Section 4.2(b) above will be paid by the Partnership to the Investment Manager. (d) The provisions of Section 4.2(b)(iii) and (iv) shall not apply to any Capital Commitment (or increased Capital Commitment) made by the General Partner or any of its Affiliates. (e) Following the expiration of the Commitment Period, all Partners will be released from any further obligation with respect to their Unfunded Capital Commitments, subject to Section 4.3(f).