Common use of Common Units Issued After the Initial Closing Date Clause in Contracts

Common Units Issued After the Initial Closing Date. During the Closing Period, the Company may, in the Board’s discretion, issue additional Common Units to newly admitted Members (a “Later-Closing Investor”) or to existing Members (who will be treated as Later-Closing Investors with respect to such newly issued Common Units). In advance of each additional closing, and as close to it as practicable, the Company will allocate its estimated profits and losses through that date, and distribute to Unitholders any undistributed estimated profits in cash to the extent there is available cash and through a deemed capital call and corresponding deemed distribution to the extent there is not sufficient available cash (on each occasion, a “Pre-Closing Distribution”). Each Later-Closing Investor will be required to contribute to the Company in respect of each newly issued Common Unit the sum of the following: (a) an amount equal to the Aggregate Contributions drawn down with respect to a Common Unit issued on the Initial Closing Date (but reduced by such contributions returned as described in 3.3.2(a)) through the closing date for the newly issued Common Unit (a “True-Up Contribution”); (b) an amount equal to any increase in the net asset value (as reflected in the Company’s books and records, after giving effect to the applicable Pre-Closing Distribution) of a Common Unit issued on the Initial Closing Date through the closing date for the newly issued Common Unit, excluding any increase in net asset value attributable to additional capital contributions or decrease attributable to distributions of True-Up Contributions as described in 3.3.2 (a) (an “NAV Balancing Contribution”); and (c) an amount equal to a rate of 2.0% per annum on the True-Up Contribution for such newly issued Common Unit, calculated for the period from the Initial Closing Date to the closing date for such newly issued Common Unit as an administrative fee to compensate the Company for expenses and activities related to the Later-Closing Investor (a “Late-Closer Contribution”).

Common Units Issued After the Initial Closing Date. During the Closing Period, the Company may, in the Board’s discretion, issue additional Common Units to newly admitted Members (a “Later-Closing Investor”) or to existing Members (who will be treated as Later-Closing Investors with respect to such newly issued Common Units); provided, however, investors admitted as Initial Closing Members that participate in a closing following the Initial Closing Date, and existing Members receiving newly issued Common Units because their initial commitment did not reflect their total commitment due to regulatory, legal, or other constraints applicable to the Company’s or investor’s portfolio at the time of initial commitment, shall not be deemed Later-Closing Investors. Later-Closing Investor status shall be determined on a look-through basis with respect to any feeder fund. In advance of each additional closing, and as close to it as practicable, the Company will allocate its estimated profits and losses through that date, and distribute to Unitholders any undistributed estimated profits in cash to the extent there is available cash and through a deemed capital call and corresponding deemed distribution to the extent there is not sufficient available cash (on each occasion, a “Pre-Closing Distribution”). Each Later-Closing Investor will be required to contribute to the Company in respect of each newly issued Common Unit the sum of the following: (a) an amount equal to the Aggregate Contributions drawn down with respect to a Common Unit issued on the Initial Closing Date (but reduced by such contributions returned as described in 3.3.2(a)) through the closing date for the newly issued Common Unit (a “True-Up Contribution”); (b) an amount equal to any increase in the net asset value (as reflected in the Company’s books and records, after giving effect to the applicable Pre-Closing Distribution) of a Common Unit issued on the Initial Closing Date through the closing date for the newly issued Common Unit, excluding any increase in net asset value attributable to additional capital contributions or decrease attributable to distributions of True-Up Contributions as described in 3.3.2 (a) (an “NAV Balancing Contribution”); and (c) an amount equal to a rate of 2.0% per annum on the True-Up Contribution for such newly issued Common Unit, calculated for the period from the Initial Closing Date to the closing date for such newly issued Common Unit as an administrative fee to compensate the Company for expenses and activities related to the Later-Closing Investor (a “Late-Closer Contribution”).

Common Units Issued After the Initial Closing Date. During the Closing Period, the The Company maymay hold Subsequent Closings, in the Board’s discretion, and issue additional Common Units to newly admitted Members (a “Later-Closing Investor”) or to existing Members (who will be treated as Later-Closing Investors with respect to such newly issued Common Units); provided, however, investors admitted as Initial Closing Members that participate in a Subsequent Closing, and existing Members receiving newly issued Common Units because their initial commitment did not reflect their total commitment due to regulatory, legal, or other constraints applicable to the Company’s or investor’s portfolio at the time of initial commitment, shall not be deemed Later-Closing Investors. In addition, Affiliate investors shall not be treated as Later-Closing Investors other than with respect to the obligations set out under 3.3.1(a) and (b). Later-Closing Investor status shall be determined on a look-through basis with respect to any feeder fund. In advance of each additional closingSubsequent Closing Date, and as close to it as practicable, the Company will allocate its estimated profits and losses through that date, and distribute to Unitholders any undistributed estimated profits in cash to the extent there is available cash and through a deemed capital call and corresponding deemed distribution to the extent there is not sufficient available cash (on each occasion, a “Pre-Closing Distribution”). Each Later-Closing Investor will be required to contribute to the Company in respect of each newly issued Common Unit the sum of the following: (a) an amount equal to the Aggregate Contributions drawn down with respect to a Common Unit issued on the Initial Closing Date (but reduced by such contributions returned as described in 3.3.2(a)) through the closing date for the newly issued Common Unit (a “True-Up Contribution”); (b) an amount equal to any increase in the net asset value (as reflected in the Company’s books and records, after giving effect to the applicable Pre-Closing Distribution) of a Common Unit issued on the Initial Closing Date through the closing date for the newly issued Common Unit, excluding any increase in net asset value attributable to additional capital contributions or decrease attributable to distributions of True-Up Contributions as described in 3.3.2 (a) (an “NAV Balancing Contribution”); and (c) an amount equal to a rate of 2.0% per annum on the True-Up Contribution for such newly issued Common Unit, calculated for the period from the Initial Closing Date to the closing date for such newly issued Common Unit as an administrative fee to compensate the Company for expenses and activities related to the Later-Closing Investor (a “Late-Closer Contribution”).

Common Units Issued After the Initial Closing Date. During the Closing Period, the The Company maymay hold Subsequent Closings, in the Board’s discretion, and issue additional Common Units to newly admitted Members (a “Later-Closing Investor”) or to existing Members (who will be treated as Later-Closing Investors with respect to such newly issued Common Units); provided, however, investors admitted as Initial Closing Members that participate in a Subsequent Closing, and existing Members receiving newly issued Common Units because their initial commitment did not reflect their total commitment due to regulatory, legal, or other constraints applicable to the Company’s or investor’s portfolio at the time of initial commitment, shall not be deemed Later-Closing Investors. In addition, Affiliate investors shall not be treated as Later-Closing Investors other than with respect to the obligations set out under 3.3.1(a) and (b). Later-Closing Investor status shall be determined on a look-through basis with respect to any feeder fund. In advance of each additional closingSubsequent Closing Date, and as close to it as practicable, the Company will allocate its estimated profits and losses through that date, and distribute to Unitholders any undistributed estimated profits in cash to the extent there is available cash and through a deemed capital call and corresponding deemed distribution to the extent there is not sufficient available cash (on each occasion, a “Pre-Closing Distribution”). Each Later-Closing Investor will be required to contribute to the Company in respect of each newly issued Common Unit the sum of the following: (a) an amount equal to the Aggregate Contributions drawn down with respect to a Common Unit issued on the Initial Closing Date (but reduced by such contributions returned as described in 3.3.2(a)) through the closing date for the newly issued Common Unit (a “True-Up Contribution”);; and (b) an amount equal to any increase in the net asset value (as reflected in the Company’s books and records, after giving effect to the applicable Pre-Closing Distribution) of a Common Unit issued on the Initial Closing Date through the closing date for the newly issued Common Unit, excluding any increase in net asset value attributable to additional capital contributions or decrease attributable to distributions of True-Up Contributions as described in 3.3.2 (a3.3.2(a) (an “NAV Balancing Contribution”); and (c) an amount equal to a rate of 2.0% per annum on the True-Up Contribution for such newly issued Common Unit, calculated for the period from the Initial Closing Date to the closing date for such newly issued Common Unit as an administrative fee to compensate the Company for expenses and activities related to the Later-Closing Investor (a “Late-Closer Contribution”).