Common use of Catch-Up Purchases Clause in Contracts

Catch-Up Purchases. Notwithstanding the provisions of Sections 4.1 and 4.3, in the event that the Company has entered into Other Subscription Agreements with Other Subscribers prior to the Closing Date, Subscriber shall be required to purchase from the Company on one or 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, each Additional Shareholder shall be required to purchase from the Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the amounts due at each such Catch-Up Date for such Additional Shareholder, such Additional Shareholder will have contributed the same percentage of its Capital Commitment to the Company as all Shareholders whose subscriptions were accepted at prior to such Additional Shareholder’s Subsequent Closing . Catch-up purchases by the Subscriber or by an Additional Shareholder will be made at a per-share price equal to the net asset value per share of the Shares as of the close of the last calendar quarter preceding the date of the catch-up purchase, subject to adjustments (i) to appropriately reflect such Additional Shareholder’s pro rata portion of the Company’s initial organizational expenses and (ii) as needed in order to comply with the requirements of Section 23 of the 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 (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 to make an additional Capital Commitment to purchase Shares on a 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 Company, it being understood and agreed that such separate subscription agreement will be considered to be an Other Subscription Agreement for the purposes of this Subscription Agreement.

Catch-Up Purchases. Notwithstanding the provisions of Sections 4.1 and 4.3, in the event that the Company has entered into Other Subscription Agreements with Other Subscribers prior to the Closing Date, Subscriber shall be required to purchase from the Company on one or 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, each Additional Shareholder shall be required to purchase from the Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the amounts due at each such Catch-Up Date for such Additional Shareholder, such Additional Shareholder will have contributed the same percentage of its Capital Commitment to the Company as all Shareholders whose subscriptions were accepted at prior to such Additional Shareholder’s Subsequent Closing . Catch-up purchases by the Subscriber or by an Additional Shareholder will be made at a per-share price equal to the net asset value per share of the Shares as of the close of the last calendar quarter preceding the date of the catch-up purchase, subject to adjustments (i) to appropriately reflect such Additional Shareholder’s pro rata portion of the Company’s initial organizational expenses and (ii) as needed in order to comply with the requirements of Section 23 of the 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 (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 to make an additional Capital Commitment to purchase Shares on a 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 Company, it being understood and agreed that such separate subscription agreement will be considered to be an Other Subscription Agreement for the purposes of this Subscription Agreement.

Catch-Up Purchases. Notwithstanding the provisions of Sections 4.1 and 4.3, in the event that the Company has entered into Other Subscription Agreements with Other Subscribers prior to the Closing Date, Subscriber shall be required to purchase from the Company on one or 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 Catchcatch-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, each Additional Shareholder shall be required to purchase from the Company a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the amounts due at each such Catch-Up Date for such Additional Shareholder, such Additional Shareholder will have contributed the same percentage of its Capital Commitment to the Company as all Shareholders whose subscriptions were accepted at prior to such Additional Shareholder’s Subsequent Closing . Catch-up purchases by the Subscriber or by an Additional Shareholder will be made at a per-share price equal to the net asset value per share of the Shares as of the close of the last calendar quarter preceding the date of the catch-up purchase, subject to adjustments (i) to appropriately reflect such Additional Shareholder’s pro rata portion of the Company’s initial organizational expenses and (ii) as needed in order to comply with the requirements of Section 23 of the 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 (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 to make an additional Capital Commitment to purchase Shares on a 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 Company, it being understood and agreed that such separate subscription agreement will be considered to be an Other Subscription Agreement for the purposes of this Subscription Agreement.