Common use of Catch-Up Purchases Clause in Contracts

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).

Catch-Up Purchases. Following Notwithstanding the Initial Closingprovisions of Sections 4.1 and 4.3, each Subsequent in the event that the Company has entered into Other Subscription Agreements with Other Subscribers prior to the Closing Member (as defined below) will Date, Subscriber shall be required to make a purchase from the Company on one 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”) more dates to be determined by the Company that occurs FOR ALL SUBSCRIBERS on or following the Closing but no later than the first Drawdown Date (each, a “Catch-Up Date”) a number of Shares with an aggregate purchase price necessary to ensure that, upon payment for such Catch-up purchases at each Catch-Up Date, Subscriber will have contributed the same percentage of its Capital Commitment to the Company as all Shareholders whose subscriptions were accepted prior to the Closing Date (the aggregate purchase price payable on each Catch-Up Date by Subscriber or an Additional Shareholder (as defined below), as applicable, the “Catch-Up Purchase Amount”). In addition, The Company may enter into Other Subscription Agreements with Other Subscribers after the Closing Date, with any closing thereunder referred to as a “Subsequent Closing” and any Other Subscriber whose subscription has been accepted at such Subsequent Closing referred to as an “Additional Shareholder.” Notwithstanding the provisions of Sections 4.1 and 4.3, on any Catch-Up Date that occurs on or following the Subsequent Closing but no later than the next succeeding Drawdown Date. The Drawdown, each Additional Shareholder shall be required to purchase from the Company a number of Shares with an 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 priceamounts due at each such Catch-Up Date for such Additional Shareholder, such Subsequent Closing Member Additional Shareholder will have contributed the same percentage of its Capital Commitment to the Company as all Members Shareholders whose Subscription Agreements subscriptions 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”)to such Additional Shareholder’s Subsequent Closing . Catch-up Purchases purchases by the Subscriber or by an Additional Shareholder will be made at a per-share price equal to the NAV net asset value per Unit share of the Shares as of the close of the last calendar quarter preceding the date of the catch-up purchase, subject to adjustments (adjusted i) to appropriately reflect revenues and expenses accrued as of the applicable Catch-up Date and such MemberAdditional Shareholder’s pro rata portion of the Company’s initial Organizational Expensesorganizational expenses and (ii) as needed in order to comply with the requirements 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 Investment Company Act. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, the Catch-Up Date (which generally prohibits and the application of the provisions of this Section 4.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. At each Drawdown Date following any Subsequent Closing, all Subscribers, including Additional Shareholders, shall purchase Shares in accordance with the provisions of Section 4.1. In the event that Subscriber or any Other Subscriber is permitted by the Company from selling Units at to make an additional Capital Commitment to purchase Shares on a price below date after its initial subscription has been accepted, Subscriber or such Other Subscriber will be required to enter into a separate subscription agreement with the then-current NAV as determined within 48 hoursCompany, excluding Sundays it being understood and holidays, agreed that such separate subscription agreement will be considered to be an Other Subscription Agreement for the purposes of such sale, subject to certain exceptions)this Subscription Agreement.

Catch-Up Purchases. Following Notwithstanding the Initial Closingprovisions of Sections 4.1 and 4.3, each Subsequent in the event that the Company has entered into Other Subscription Agreements with Other Subscribers prior to the Closing Member (as defined below) will Date, Subscriber shall be required to make a purchase from the Company on one 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”) more dates to be determined by the Company that occurs on or following the Closing but no later than the first Drawdown Date (each, a “Catch-Up Date”) a number of Shares with an aggregate purchase price necessary to ensure that, upon payment for such Catch-up purchases at each Catch-Up Date, Subscriber will have contributed the same percentage of its Capital Commitment to the Company as all Shareholders whose subscriptions were accepted prior to the Closing Date (the aggregate purchase price payable on each Catch-Up Date by Subscriber or an Additional Shareholder (as defined below), as applicable, the “Catch-Up Purchase Amount”). In addition, The Company may enter into Other Subscription Agreements with Other Subscribers after the Closing Date, with any closing thereunder referred to as a “Subsequent Closing” and any Other Subscriber whose subscription has been accepted at such Subsequent Closing referred to as an “Additional Shareholder.” Notwithstanding the provisions of Sections 4.1 and 4.3, on any Catch-Up Date that occurs on or following the Subsequent Closing but no later than the next succeeding Drawdown Date. The Drawdown, each Additional Shareholder shall be required to purchase from the Company a number of Shares with an 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 priceamounts due at each such Catch-Up Date for such Additional Shareholder, such Subsequent Closing Member Additional Shareholder will have contributed the same percentage of its Capital Commitment to the Company as all Members Shareholders whose Subscription Agreements subscriptions 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”)to such Additional Shareholder’s Subsequent Closing . Catch-up Purchases purchases by the Subscriber or by an Additional Shareholder will be made at a per-share price equal to the NAV net asset value per Unit share of the Shares as of the close of the last calendar quarter preceding the date of the catch-up purchase, subject to adjustments (adjusted i) to appropriately reflect revenues and expenses accrued as of the applicable Catch-up Date and such MemberAdditional Shareholder’s pro rata portion of the Company’s initial Organizational Expensesorganizational expenses and (ii) as needed in order to comply with the requirements 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 Investment Company Act. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, the Catch-Up Date (which generally prohibits and the application of the provisions of this Section 4.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. At each Drawdown Date following any Subsequent Closing, all Subscribers, including Additional Shareholders, shall purchase Shares in accordance with the provisions of Section 4.1. In the event that Subscriber or any Other Subscriber is permitted by the Company from selling Units at to make an additional Capital Commitment to purchase Shares on a price below date after its initial subscription has been accepted, Subscriber or such Other Subscriber will be required to enter into a separate subscription agreement with the then-current NAV as determined within 48 hoursCompany, excluding Sundays it being understood and holidays, agreed that such separate subscription agreement will be considered to be an Other Subscription Agreement for the purposes of such sale, subject to certain exceptions)this Subscription Agreement.

Catch-Up Purchases. Following Notwithstanding the Initial Closingprovisions of Sections 4.1 and 4.3, each Subsequent in the event that the Company has entered into Other Subscription Agreements with Other Subscribers prior to the Closing Member (as defined below) will Date, Subscriber shall be required to make a purchase from the Company on one 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”) more dates to be determined by the Company that occurs on or following the Closing but no later than the first Drawdown Date (each, a “Catch-Up Date”) a number of Shares with an aggregate purchase price necessary to ensure that, upon payment for such Catch-up purchases at each Catch-Up Date, the Subscriber will have contributed the same percentage of its Capital Commitment to the Company as all Shareholders whose subscriptions were accepted prior to the Closing Date (the aggregate purchase price payable on each Catch-Up Date by the Subscriber or an Additional Shareholder (as defined below), as applicable, the “Catch-Up Purchase Amount”). In addition, The Company may enter into Other Subscription Agreements with Other Subscribers after the Closing Date, with any closing thereunder referred to as a “Subsequent Closing” and any Other Subscriber whose subscription has been accepted at such Subsequent Closing referred to as an “Additional Shareholder.” Notwithstanding the provisions of Sections 4.1 and 4.3, on any Catch-Up Date that occurs on or following the Subsequent Closing but no later than the next succeeding Drawdown Date. The Drawdown, each Additional Shareholder shall be required to purchase from the Company a number of Shares with an 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 priceamounts due at each such Catch-Up Date for such Additional Shareholder, such Subsequent Closing Member Additional Shareholder will have contributed the same percentage of its Capital Commitment to the Company as all Members Shareholders whose Subscription Agreements subscriptions 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”)to such Additional Shareholder’s Subsequent Closing . Catch-up Purchases purchases by the Subscriber or by an Additional Shareholder will be made at a per-share price equal to the NAV net asset value per Unit share of the Shares as of the close of the last calendar quarter preceding the date of the catch-up purchase, subject to adjustments (adjusted i) to appropriately reflect revenues and expenses accrued as of the applicable Catch-up Date and such MemberAdditional Shareholder’s pro rata portion of the Company’s initial Organizational Expensesorganizational expenses and (ii) as needed in order to comply with the requirements 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 Investment Company Act. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, the Catch-Up Date (which generally prohibits and the application of the provisions of this Section 4.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. At each Drawdown Date following any Subsequent Closing, all Subscribers, including Additional Shareholders, shall purchase Shares in accordance with the provisions of Section 4.1. In the event that Subscriber or any Other Subscriber is permitted by the Company from selling Units at to make an additional Capital Commitment to purchase Shares on a price below date after its initial subscription has been accepted, Subscriber or such Other Subscriber will be required to enter into a separate subscription agreement with the then-current NAV as determined within 48 hoursCompany, excluding Sundays it being understood and holidays, agreed that such separate subscription agreement will be considered to be an Other Subscription Agreement for the purposes of such sale, subject to certain exceptions)this Subscription Agreement.

Catch-Up Purchases. Following Notwithstanding the Initial Closingprovisions of Sections 4.1 and 4.3, each Subsequent in the event that the Company has entered into Other Subscription Agreements with Other Subscribers prior to the Closing Member (as defined below) will Date, Subscriber shall be required to make a purchase from the Company on one 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”) more dates to be determined by the Company that occurs on or following the Closing but no later than the first Drawdown Date (each, a “Catch-Up Date”) a number of Shares with an aggregate purchase price necessary to ensure that, upon payment for such catch-up purchases at each Catch-Up Date, Subscriber will have contributed the same percentage of its Capital Commitment to the Company as all Shareholders whose subscriptions were accepted prior to the Closing Date (the aggregate purchase price payable on each Catch-Up Date by Subscriber or an Additional Shareholder (as defined below), as applicable, the “Catch-Up Purchase Amount”). In addition, The Company may enter into Other Subscription Agreements with Other Subscribers after the Closing Date, with any closing thereunder referred to as a “Subsequent Closing” and any Other Subscriber whose subscription has been accepted at such Subsequent Closing referred to as an “Additional Shareholder.” Notwithstanding the provisions of Sections 4.1 and 4.3, on any Catch-Up Date that occurs on or following the Subsequent Closing but no later than the next succeeding Drawdown Date. The Drawdown, each Additional Shareholder shall be required to purchase from the Company a number of Shares with an 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 priceamounts due at each such Catch-Up Date for such Additional Shareholder, such Subsequent Closing Member Additional Shareholder will have contributed the same percentage of its Capital Commitment to the Company as all Members Shareholders whose Subscription Agreements subscriptions 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”)to such Additional Shareholder’s Subsequent Closing . Catch-up Purchases purchases by the Subscriber or by an Additional Shareholder will be made at a per-share price equal to the NAV net asset value per Unit share of the Shares as of the close of the last calendar quarter preceding the date of the catch-up purchase, subject to adjustments (adjusted i) to appropriately reflect revenues and expenses accrued as of the applicable Catch-up Date and such MemberAdditional Shareholder’s pro rata portion of the Company’s initial Organizational Expensesorganizational expenses and (ii) as needed in order to comply with the requirements 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 Investment Company Act. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, the Catch-Up Date (which generally prohibits and the application of the provisions of this Section 4.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. At each Drawdown Date following any Subsequent Closing, all Subscribers, including Additional Shareholders, shall purchase Shares in accordance with the provisions of Section 4.1. In the event that Subscriber or any Other Subscriber is permitted by the Company from selling Units at to make an additional Capital Commitment to purchase Shares on a price below date after its initial subscription has been accepted, Subscriber or such Other Subscriber will be required to enter into a separate subscription agreement with the then-current NAV as determined within 48 hoursCompany, excluding Sundays it being understood and holidays, agreed that such separate subscription agreement will be considered to be an Other Subscription Agreement for the purposes of such sale, subject to certain exceptions)this Subscription Agreement.