Catch-Up Purchases. Following the Initial Closing, each Subsequent Closing Member (as defined below) will be required to make a purchase or successive purchases of Units to fund a portion of its Undrawn Commitment on a non-pro rata basis (each, a “Catch-up Purchase”) on a date (or dates) (each, a “Catch-up Date”) to be determined by the Company that occurs no later than the next succeeding Drawdown Date. The aggregate purchase price of a Catch-up Purchase (or successive Catch-up Purchases) prior to a Catch-Up Date, will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such Subsequent Closing Member will have contributed the same percentage of its Commitment to the Company as all Members whose Subscription Agreements were accepted at previous closings (other than any Defaulting Purchasers or Members who subscribed in prior closings and have not yet funded the Adjusted Purchase Price) (the “Adjusted Purchase Price”). Catch-up Purchases will be made at a price equal to the NAV per Unit (adjusted to appropriately reflect revenues and expenses accrued as of the applicable Catch-up Date and such Member’s pro rata portion of the Company’s initial Organizational Expenses) as of the close of the last quarter preceding the date of such Catch-up Purchase; provided that the purchase price is subject to adjustment to the extent required by Section 23 of the 1940 Act (which generally prohibits the Company from selling Units at a price below the then-current NAV as determined within 48 hours, excluding Sundays and holidays, of such sale, subject to certain exceptions).
