Common use of Capital Contributions at Subsequent Closings Clause in Contracts

Capital Contributions at Subsequent Closings. (i) Each Partner that is admitted or increases its Capital Commitment at a Subsequent Closing shall (A) make a Capital Contribution to the Partnership at such Subsequent Closing (or on such later date as specified by the General Partner) in an amount equal to the difference between (x) its Pro Rata Share (calculated after giving effect to such Partner’s admission or increased Capital Commitment) of (I) the aggregate amount of Capital Contributions previously made by Partners for the making of any Investment then still held by the Partnership, (II) the aggregate amount of Capital Contributions previously made by Partners for Partnership Expenses (other than Partnership Expenses related to an Investment that is no longer held by the Partnership) and (III) the aggregate amount of Capital Contributions previously made by Partners for Partnership Indebtedness (other than Partnership Indebtedness related to an Investment that is no longer held by the Partnership) and (y) any Capital Contributions previously made by such Partner in respect of such Investment, Partnership Expenses or Partnership Indebtedness (such amount, a “Rebalancing Contribution”), plus an additional amount (an “Additional Amount”) on each portion of each such Capital Contribution at the Prime Rate plus 2.0% from the date each such amount was funded to the date of such Subsequent Closing (or such later date as specified by the General Partner), prorated based upon the actual number of days elapsed (which Additional Amount shall not be treated as a Capital Contribution), less such amount as is necessary to take into account any prior distribution in respect of each such Investment, (B) be deemed to have made a Capital Contribution or Deemed Contribution, as applicable, with respect to each such Investment in an amount equal to the product of (x) a fraction the numerator of which is such Partner’s Capital Commitment after giving effect to such admission or increase and the denominator of which is the aggregate amount of all Partners’ Capital Commitments after giving effect to such admission or increase and (y) the amount of all Partners’ Capital Contributions and/or Deemed Contributions, as applicable, with respect to such Investment after giving effect to such admission or increase and (C) be deemed to have received distributions of Investment Proceeds with respect to each such Investment in an amount equal to the product of (x) such Partner’s Percentage Interest in such Investment after giving effect to such admission or increase and (y) the amount of all prior distributions of Investment Proceeds with respect to such Investment. For all purposes of this Agreement, (A) the amount of Investment Proceeds deemed to have been received by each Partner from an Investment prior to a Subsequent Closing shall be deemed to be reduced by the product of (x) the aggregate amount of Investment Proceeds deemed to have been received by Partners pursuant to clause (C) of the preceding sentence (net of any amounts received by such Partners prior to such Subsequent Closing) and (y) such Partner’s Percentage Interest in such Investment before giving effect to such Subsequent Closing and (B) the aggregate amount of Deemed Contributions deemed to have been made by each Partner for an Investment prior to a Subsequent Closing shall be deemed to be reduced by the product of (x) the aggregate amount of Deemed Contributions deemed to have been made by the Partners pursuant to clause (B) of the preceding sentence (net of any Deemed Contributions made by such Partners prior to such Subsequent Closing) and (y) such Partner’s Percentage Interest in such Investment prior to giving effect to such Subsequent Closing. The General Partner shall distribute Rebalancing Contributions and Additional Amounts among the Partners that were admitted at prior closings in proportion to the difference between the Capital Contributions which each such Partner has already made for such Investments, Partnership Expenses and repayments of such Partnership Indebtedness and such Partner’s Pro Rata Share of such amounts after giving effect to such admission or increase. For the avoidance of doubt, at no time shall the aggregate capital commitments of UST and loan commitments of UST (in its capacity as lender) to all Initial Round PPIFs (including the Partnership) exceed $30 billion. (ii) Notwithstanding Section 3.3(b)(i) above, if in the sole and absolute determination of the General Partner, a Capital Contribution required to be made by any Partner as determined pursuant to Section 3.3(b)(i) would provide such Partner with an inappropriate Percentage Interest in an Investment of the Partnership because of material changes in the value of such Investment, the General Partner may either (A) exclude such Partner from participation in such Investment (in which case such Partner shall not be required to make the Rebalancing Contribution described in Section 3.3(b)(i) in respect of such Investment) or (B) inform such Partner prior to the date of the Subsequent Closing in which it will participate of the payment that such Partner will instead be required to make at or in connection with such Subsequent Closing (or on such later date as specified by the General Partner). The portion of any payment required to be made pursuant to clause (B) of the preceding sentence in excess of the amount of the Capital Contribution a Partner would have been required to make pursuant to Section 3.3(b)(i) shall constitute an Additional Amount (which Additional Amount shall not be treated as a Capital Contribution or Deemed Contribution) and the remainder of such payment shall constitute a Capital Contribution. (iii) In addition to the Capital Contributions and Additional Amounts to be contributed pursuant to clauses (i) and (ii) above, each Partner that is admitted or increases its Capital Commitment at a Subsequent Closing shall make a Capital Contribution to the Partnership to be deposited in the Working Capital Reserve in an amount necessary to cause (x) the ratio of the aggregate amount held on behalf of such Partner in the Working Capital Reserve relative to the aggregate amount held on behalf of all Partners in the Working Capital Reserve to equal (y) the ratio of such Partner’s Capital Commitment to the aggregate Capital Commitments of all Partners.

Capital Contributions at Subsequent Closings. (i) Each Limited Partner that is admitted or that increases its Capital Commitment at a Subsequent Closing shall make, at such Subsequent Closing, Capital Contributions: (A) make a for Organizational Expenses in an amount such that such Limited Partner’s aggregate Capital Contribution to Contributions for Organizational Expenses incurred as of the Partnership at date of such Subsequent Closing (or on such later date as specified by the General Partner) in an amount are equal to the difference between (x) its Pro Rata Share (calculated after giving effect to of all such Partner’s admission or increased Capital Commitment) ofOrganizational Expenses; (IB) the aggregate amount of Capital Contributions previously made by Partners for the making of any Investment then still held by the Partnership, (II) the aggregate amount of Capital Contributions previously made by Partners for Partnership Expenses (other than in an amount such that such Limited Partner’s aggregate Capital Contributions for Partnership Expenses related incurred as of the date of such Subsequent Closing are equal to its Pro Rata Share of all such Partnership Expenses; and (C) for all Portfolio Investments in an Investment amount such that is no longer held such Limited Partner’s aggregate Capital Contributions for such Portfolio Investments made by the Partnership) Partnership as of the date of such Subsequent Closing and (III) still retained by the aggregate amount Partnership as of Capital Contributions previously the date of such Subsequent Closing are equal to its Pro Rata Share of such Portfolio Investments made by Partners for the Partnership Indebtedness (other than Partnership Indebtedness related to an Investment that is no longer held as of the date of such Subsequent Closing and still retained by the Partnership) and (y) any Capital Contributions previously made by such Partner in respect Partnership as of the date of such Investment, Partnership Expenses or Partnership Indebtedness (such amount, a “Rebalancing Contribution”), Subsequent Closing; plus an additional amount (an “Additional Amount”) on each portion of each such Capital Contribution amount described in clauses (A), (B) and (C) above at the Prime Reference Rate plus 2.0% from the date each such amount was funded first Payment Date relating to the date of Capital Contributions made to discharge or fund the particular expense described under clause (A), (B) or (C) above to such Subsequent Closing (or such later date as specified by the General Partner)date, prorated pro rated based upon the actual number of days elapsed (which elapsed; provided, however, that no Additional Amount shall not be treated as a payable by any Limited Partner in connection with any Subsequent Closing that occurs on or before the 28th day following the Effective Date. (ii) Upon receipt of any Capital ContributionContribution referred to in Sections 3.3(b)(i)(A), less such amount as is necessary to take into account any prior distribution in respect of each such Investment, (B) be deemed to have made a Capital Contribution or Deemed Contribution, as applicable, with respect to each such Investment in an amount equal to the product of (x) a fraction the numerator of which is such Partner’s Capital Commitment after giving effect to such admission or increase and the denominator of which is the aggregate amount of all Partners’ Capital Commitments after giving effect to such admission or increase and (y) the amount of all Partners’ Capital Contributions and/or Deemed Contributions, as applicable, with respect to such Investment after giving effect to such admission or increase and (C) be deemed to have received distributions of Investment Proceeds and any Additional Amount required thereon in connection with respect to each such Investment in an amount equal to the product of (x) such Partner’s Percentage Interest in such Investment a particular Subsequent Closing, within 30 days after giving effect to such admission or increase and (y) the amount of all prior distributions of Investment Proceeds with respect to such Investment. For all purposes of this Agreement, (A) the amount of Investment Proceeds deemed to have been received by each Partner from an Investment prior to a Subsequent Closing shall be deemed to be reduced by the product of (x) the aggregate amount of Investment Proceeds deemed to have been received by Partners pursuant to clause (C) of the preceding sentence (net of any amounts received by such Partners prior to such Subsequent Closing) and (y) such Partner’s Percentage Interest in such Investment before giving effect to such Subsequent Closing and (B) , the aggregate amount of Deemed Contributions deemed to have been made by each Partner for an Investment prior to a Subsequent Closing shall be deemed to be reduced by the product of (x) the aggregate amount of Deemed Contributions deemed to have been made by the Partners pursuant to clause (B) of the preceding sentence (net of any Deemed Contributions made by such Partners prior to such Subsequent Closing) and (y) such Partner’s Percentage Interest in such Investment prior to giving effect to such Subsequent Closing. The General Partner shall distribute Rebalancing Contributions and Additional Amounts such amounts pro rata among the Limited Partners that were admitted at prior closings in proportion based on their respective Prior Funding Amounts. As used herein, the term “Prior Funding Amounts” means, with respect to each Limited Partner that was admitted at a prior closing, the difference between the Capital Contributions which each that such Limited Partner has already made for such InvestmentsOrganizational Expenses, Partnership Expenses and repayments of Portfolio Investments (but, for these purposes, disregarding any Additional Amounts paid by such Partnership Indebtedness Limited Partner at any prior closing), as the case may be, and such Limited Partner’s Pro Rata Share of such amounts Organizational Expenses, Partnership Expenses and Portfolio Investments, as the case may be, of all Limited Partners redetermined after giving effect to such the admission of additional Limited Partners or increase. For the avoidance increase in Commitments of doubtany Limited Partners, in each case, at no time all Subsequent Closings. Such amounts, pending their distribution to Partners, shall the aggregate capital commitments be invested in Temporary Investments. Any amounts (other than Additional Amounts) distributed to a Limited Partner pursuant to this Section 3.3(b)(ii) shall be added to such Limited Partner’s Unfunded Commitment and thereafter shall be treated for all purposes of UST and loan commitments of UST (in its capacity this Agreement as lender) if such refunded amount had never been contributed to all Initial Round PPIFs (including the Partnership) exceed $30 billion. (ii) Notwithstanding Section 3.3(b)(i) above, if in the sole and absolute determination of the General Partner, a Capital Contribution required . Additional Amounts paid to be made by any Partner as determined pursuant to Section 3.3(b)(i) would provide such Partner with an inappropriate Percentage Interest in an Investment of the Partnership because of material changes in on the value of such Investment, the General Partner may either (A) exclude such Partner from participation in such Investment (in which case such Partner shall not be required to make the Rebalancing Contribution payments described in Section 3.3(b)(i) in respect of such Investment) or Sections 3.3(b)(i)(A), (B) inform such Partner prior and (C) shall be treated solely for purposes of this Agreement as though paid directly to the date of the Subsequent Closing in which it will participate of the payment that such Partner will instead be required to make at or in connection with such Subsequent Closing (or on such later date as specified existing Limited Partners by the General Partner). The portion of any payment required to be made pursuant to clause (B) of the preceding sentence in excess of the amount of the Capital Contribution a Partner would have been required to make pursuant to Section 3.3(b)(i) shall constitute an Additional Amount (which Additional Amount shall not be treated as a Capital Contribution or Deemed Contribution) and the remainder of Limited Partners making such payment shall constitute a Capital Contributionpayment. (iii) In addition to the Capital Contributions and Additional Amounts to be contributed pursuant to clauses (i) and (ii) above, each Partner that is admitted or increases its Capital Commitment at a Subsequent Closing shall make a Capital Contribution to the Partnership to be deposited in the Working Capital Reserve in an amount necessary to cause (x) the ratio of the aggregate amount held on behalf of such Partner in the Working Capital Reserve relative to the aggregate amount held on behalf of all Partners in the Working Capital Reserve to equal (y) the ratio of such Partner’s Capital Commitment to the aggregate Capital Commitments of all Partners.