Common use of Conditions to Admission Clause in Contracts

Conditions to Admission. In addition to the admission of Limited Partners at the Initial Closing, the General Partner may, in its sole discretion, schedule one or more Subsequent Closings at any time on or prior to the expiration of the Offering Period, as extended. At each Subsequent Closing, the General Partner may admit Persons seeking admission to the Fund as an Additional Limited Partner of the Fund or permit an existing Partner to increase the amount of its Capital Commitment (each such person, an “Additional Limited Partner,” which term shall include any Person that is a Partner immediately prior to such Subsequent Closing and that wishes to increase the amount of its Capital Commitment, but only with respect to the amount of such increase), subject to the determination by the General Partner that, in the case of each such admission or increase, all of the following conditions have been satisfied: (i) The Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary or desirable to effect such admission or increase, including, without limitation, the execution of a Subscription Agreement and a counterpart of this Agreement. (ii) Such admission or such increase shall not result in a violation of any Applicable Law, including the U.S. federal securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Fund shall not be regarded as a “publicly traded partnership” under Section 7704 of the Code or be required to register as an investment company under the Investment Company Act and the General Partner shall not be required to register as an investment adviser under the Advisers Act. (iii) Such Additional Limited Partner shall have paid to the Fund, either for its account or for the accounts of the previously admitted Partners as described in Section 4.5(c) below, on the date designated by the General Partner in a Funding Notice, an amount equal to the sum of: (A) in the case of each Investment then held by the Fund, the percentage of such Additional Limited Partner’s Capital Commitment (or if the Additional Limited Partner is increasing its Capital Commitment, the percentage of the amount of the increase of such Additional Limited Partner’s Capital Commitment) that is equal to a fraction, the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners used to fund the cost of such Investment, and the denominator of which is the sum of the aggregate of the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund the cost of such Investment and the Capital Commitment of such Additional Limited Partner (or if the Additional Limited Partner is increasing its Capital Commitment, the amount of the increase of such Additional Limited Partner’s Capital Commitment); (B) in the case of all Organizational Expenses and Fund Expenses which were included in one or more Funding Notices issued prior to the admission of the Additional Limited Partner, the percentage of such Additional Limited Partner’s Capital Commitment (or if the Additional Limited Partner is increasing its Capital Commitment, the percentage of the amount of the increase of such Additional Limited Partner’s Capital Commitment) that is equal to a fraction, the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners used to fund such Organizational Expenses and Fund Expenses, and the denominator of which is the sum of the aggregate of the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund such Organizational Expenses and Fund Expenses and the Capital Commitment of such Additional Limited Partner (or if the Additional Limited Partner is increasing its Capital Commitment, the amount of the increase of such Additional Limited Partner’s Capital Commitment); and (C) interest on the amounts referenced in (A) and (B) at the rate of six percent (6%) per annum from the date of the Initial Closing or other dates that amounts were due pursuant to Funding Notices to the date on which such Additional Limited Partner is admitted as a Partner. (iv) As indicated in Section 3.2, the General Partner may determine in its discretion to admit an Additional Limited Partner through an Administrative Closing at which Capital Contributions are not required to be paid. In that event, the Capital Contributions and other amounts described in Sections 4.5(a)(iii) will be paid by the Limited Partner pursuant to a Funding Notice issued by the General Partner subsequent to the date of the Administrative Closing.

Conditions to Admission. In addition to the admission of Limited Partners at the Initial Closing, the General Partner mayPartner, in its sole discretion, schedule may schedule, from time to time, one or more Subsequent Closings at additional closings on any time on date for one or prior to the expiration of the Offering Period, as extended. At each Subsequent Closing, the General Partner may admit more Person or Persons seeking admission to the Fund Partnership as an Additional Limited Partner additional limited partners of the Fund or permit an existing Partner to increase the amount of its Capital Commitment Partnership (each such personPerson, an “Additional Limited Partner,” "ADDITIONAL LIMITED PARTNER", which term shall include any Person that is a Partner immediately prior to such Subsequent additional Closing and that wishes to increase the amount of its Capital Commitment, but only with respect to the amount of such increase), subject to the determination by the General Partner that, in the exercise of its good faith judgment that in the case of each such admission or increase, all of increase the following conditions have been satisfied: (i) The Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary necessary, convenient or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement and Agreement, (B) a counterpart of this AgreementAgreement pursuant to which such Additional Limited Partner agrees to be bound by the terms and provisions hereof or to increase the amount of such Limited Partner's Capital Commitment, as the case may be, and (C) a Power of Attorney. (ii) Such admission or such increase shall not result in a violation of any Applicable Lawapplicable law, including the U.S. including, without limitation, United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Fund Partnership shall not be regarded as a “publicly traded partnership” under Section 7704 of the Code or be required to register as an investment company Investment Company under the Investment Company Act and Act; none of the General Partner, the Manager or any Affiliate of the General Partner shall not or the Manager would be required to register as an investment adviser under the Investment Advisers ActAct and the Partnership shall not become taxable as a corporation or association. (iii) Such On the date of its admission to the Partnership or the date of such increase, as the case may be, such Additional Limited Partner shall have paid or unconditionally agreed to pay to the Fund, either for its account or for the accounts of the previously admitted Partners as described in Section 4.5(c) below, on the date designated by the General Partner in a Funding NoticePartnership, an amount equal to the sum of: (A) in the case of each Portfolio Investment then held by the FundPartnership, the percentage of such Additional Limited Partner’s 's Capital Commitment or (or if the Additional Limited Partner is increasing its Capital Commitment, ) the percentage of the amount of the increase of such Additional Limited Partner’s 's Capital Commitment) Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Partners used to fund the cost of such Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of the previously admitted Partners that made Capital Contributions used to fund the cost of such Portfolio Investment and (Y) (without duplication) the Capital Commitments of all Additional Limited Partners, and (B) the percentage of such Additional Limited Partner's Capital Commitment or (if such Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners in respect of all Drawdowns which have theretofore been funded and not returned to the Partners, other than Drawdowns made and used to fund the cost of such Investment, a Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund the cost of such Investment and the Capital Commitment of such Additional Limited Partner (or if the Additional Limited Partner is increasing its Capital Commitment, the amount of the increase of such Additional Limited Partner’s Capital Commitment); Y) (Bwithout duplication) in the case of all Organizational Expenses and Fund Expenses which were included in one or more Funding Notices issued prior to the admission of the Additional Limited Partner, the percentage of such Additional Limited Partner’s Capital Commitment (or if the Additional Limited Partner is increasing its Capital Commitment, the percentage of the amount of the increase of such Additional Limited Partner’s Capital Commitment) that is equal to a fraction, the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners used to fund such Organizational Expenses and Fund Expenses, and the denominator of which is the sum of the aggregate of the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund such Organizational Expenses and Fund Expenses and the Capital Commitment of such Additional Limited Partner (or if Partners, together with, in the Additional Limited Partner is increasing its Capital Commitment, the amount case of the increase of such Additional Limited Partner’s Capital Commitment); and (C) interest on the amounts referenced in clauses (A) and (B) ), an amount calculated as interest thereon at the a rate of six percent (6%) per annum equal to the Prime Rate plus 200 basis points from the dates that contribution of such amounts by such Additional Limited Partner would have been due if such Additional Limited Partner had been admitted to the Partnership or had increased its Capital Commitment, as the case may be, on the date of the Initial Closing or other dates that amounts were due pursuant to Funding Notices Closing, to the date on which that the payment required to be made by such Additional Limited Partner pursuant to this Section 11.2(a)(iii) is admitted made, which interest shall be treated as a Partner. (iv) As indicated provided in Section 3.211.2(b), and less such amount as is necessary to take into account all distributions theretofore made. A Person shall be deemed admitted to the General Partner may determine in its discretion to admit Partnership as an Additional Limited Partner through an Administrative Closing at which Capital Contributions the time that the foregoing conditions are not required to be paid. In that event, the Capital Contributions satisfied and other amounts described in Sections 4.5(a)(iii) will be paid by the Limited Partner pursuant to when such Person is listed as a Funding Notice issued by the General Partner subsequent to the date limited partner of the Administrative ClosingPartnership on the register of partnership interests of the Partnership maintained at the principal office of the Partnership.

Conditions to Admission. In addition to the admission of Limited Partners at the Initial Closing, the General Partner mayPartner, in its sole discretion, schedule may schedule, from time to time, one or more Subsequent additional Closings at any time on for one or prior to the expiration of the Offering Period, as extended. At each Subsequent Closing, the General Partner may admit more Person or Persons seeking admission to the Fund Partnership as an Additional Limited Partner additional limited partner of the Fund or permit an existing Partner to increase the amount of its Capital Commitment Partnership (each such personPerson, an “Additional Limited Partner,” "ADDITIONAL LIMITED PARTNER", which term shall include any Person that is a Partner immediately prior to such Subsequent additional Closing and that wishes to increase the amount of such Person's Capital Commitment or, in the case of a Profits Limited Partner, its Capital Associated Commitment, but only with respect to the amount of such increase), subject to the determination deter mination by the General Partner that, in the exercise of its good faith judgment that in the case of each such admission or increase, all of increase the following conditions have been satisfied: (i) The Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary necessary, convenient or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement pursuant to which such Additional M&M Capital Professionals Fund, L.P. Second Amended and Restated L.P. Agreement Limited Partner agrees to be bound by the terms and provisions hereof or (if such Additional Limited Partner is a counterpart Cash Limited Partner or an Employer Limited Partner) to increase the amount of this Agreementsuch Limited Partner's Capital Commitment, as the case may be and (B) a Power of Attorney. (ii) Such admission or such increase shall not result in a violation of any Applicable Lawapplicable law, including the U.S. including, without limitation, Cayman Islands and United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Fund Partnership shall not be regarded as a “publicly traded partnership” under Section 7704 of the Code or be required to register as an investment company Investment Company under the Investment Company Act and or any law of similar import of the Cayman Islands; none of the General Partner, the Manager or any Affiliate of the General Partner shall not or Manager would be required to register as an investment adviser under the Investment Advisers ActAct or any law of similar import of the Cayman Islands; and the Partnership shall not become taxable as a corporation or association. (iiia) Such On the date of its admission to the Partnership or the date of such increase, as the case may be, such Additional Limited Partner shall have paid or unconditionally agreed to pay to the Fund, either for its account or for the accounts of the previously admitted Partners as described in Section 4.5(c) below, on the date designated by the General Partner in a Funding NoticePartnership, an amount equal to the sum of: (Ai) in the case of each Portfolio Investment then held by the FundPartnership, the percentage of such Additional Limited Partner’s 's Capital Commitment or (or if the Additional Limited Partner is increasing its Capital Commitment, ) the percentage of the amount of the increase of such Additional Limited Partner’s 's Capital Commitment) Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Partners used to fund the cost of such Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of the previously admitted Partners that made Capital Contributions used to fund the cost of such Portfolio Investment and (Y) (without duplication) the Capital Commitments of all Additional Limited Partners, and (ii) the percentage of such Additional Limited Partner's Capital Commitment or (if such Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners in respect of all Drawdowns which have theretofore been funded and not returned to the Partners, other than Drawdowns made and used to fund the cost of such Investmenta Portfolio Investment and (2) the M&M Capital Professionals Fund, L.P. Second Amended and the Restated L.P. Agreement denominator of which is the sum of the aggregate of (X) the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund the cost of such Investment and the Capital Commitment of such Additional Limited Partner (or if the Additional Limited Partner is increasing its Capital Commitment, the amount of the increase of such Additional Limited Partner’s Capital Commitment); Y) (Bwithout duplication) in the case of all Organizational Expenses and Fund Expenses which were included in one or more Funding Notices issued prior to the admission of the Additional Limited Partner, the percentage of such Additional Limited Partner’s Capital Commitment (or if the Additional Limited Partner is increasing its Capital Commitment, the percentage of the amount of the increase of such Additional Limited Partner’s Capital Commitment) that is equal to a fraction, the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners used to fund such Organizational Expenses and Fund Expenses, and the denominator of which is the sum of the aggregate of the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund such Organizational Expenses and Fund Expenses and the Capital Commitment of such Additional Limited Partner (or if Partners, together with, in the Additional Limited Partner is increasing its Capital Commitment, the amount case of the increase of such Additional Limited Partner’s Capital Commitment); and (C) interest on the amounts referenced in clauses (A) and (B) ), an amount calculated as interest thereon at the a rate of six percent (6%) per annum equal to the Prime Rate plus 200 basis points from the dates that contribution of such amounts by such Additional Limited Partner would have been due if such Additional Limited Partner had been admitted to the Partnership or had increased its Capital Commitment, as the case may be, on the date of the Initial Closing or other dates that amounts were due pursuant to Funding Notices Closing, to the date on which that the payment required to be made by such Additional Limited Partner pursuant to this Section 11.2(a)(iii) is admitted made, which interest shall be treated as a Partner. (iv) As indicated provided in Section 3.211.2(b), and less such amount as is necessary to take into account all distributions theretofore made. A Person shall be deemed admitted to the General Partner may determine in its discretion to admit Partnership as an Additional Limited Partner through an Administrative Closing at which Capital Contributions the time that the foregoing conditions are not required to be paid. In that eventsatisfied and when such Person is listed as a limited partner of the Partnership, and the Capital Contributions and other amounts described Commitment made with respect to such Person is listed, in Sections 4.5(a)(iii) will be paid by the Partnership Register. Notwithstanding the foregoing, a Person admitted to the Partnership as an Additional Limited Partner pursuant after March 31, 2000 shall not be permitted to a Funding Notice issued by participate in Portfolio Investments made prior to January 1st of the General Partner subsequent year following the year in which such Person was admitted to the date of the Administrative ClosingPartnership.

Conditions to Admission. In addition to the admission of Limited Partners at the Initial Closing, the General Partner mayPartner, in its sole discretion, may schedule one or more Subsequent additional Closings at on any time on date not later than the Outside Admission Date (except that such Outside Admission Date shall not apply in the case of a Substitute Limited Partner admitted as contemplated by Sections 5.2, 5.3 or prior to the expiration of the Offering Period, as extended. At each Subsequent Closing, the General Partner may admit 10.1(d)) for such Person or Persons seeking admission to the Fund Partnership as an Additional Limited Partner additional limited partner of the Fund or permit Partnership (an existing Partner to increase the amount of its Capital Commitment (each such person"ADDITIONAL LIMITED PARTNER", an “Additional Limited Partner,” which term shall include any Person that is a Partner immediately prior to such Subsequent additional Closing and that wishes to increase the amount of its Capital Commitment). In addition, but only with respect to the amount of each such increase), additional Closing shall be subject to the determination by the General Partner that, in the exercise of its good faith judgment that in the case of each such admission or increase, all of increase the following conditions have been satisfied: (i) The Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary necessary, convenient, or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement containing representations and warranties by the Additional Limited Partner that are substantially the same as those made by Limited Partners and contained in the Subscription Agreements executed at the Initial Closing, (B) a counterpart of this Agreement, and (C) a Power of Attorney in substantially the form attached to the Subscription Agreement. (ii) Such admission or such increase shall not result in a violation of any Applicable Lawapplicable law, including including, without limitation, the U.S. Cayman Islands, the United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, neither the Fund Partnership nor Trident II shall not be regarded as a “publicly traded partnership” under Section 7704 of the Code or be required to register as an investment company Investment Company under the Investment Company Act and or any law of the Cayman Islands of similar import; neither the General Partner shall not Partner, nor the manager or general partner of Trident II, nor any Affiliate of any of the foregoing would be required to register as an investment adviser under the Investment Advisers ActAct or any law of the Cayman Islands of similar import; and neither the Partnership nor Trident II shall become taxable as a corporation or association. (iii) Such On the date of its admission to the Partnership or the date of such increase, as the case may be, such Additional Limited Partner shall have paid or unconditionally agreed to pay to the Fund, either for its account or for the accounts of the previously admitted Partners as described in Section 4.5(c) below, on the date designated by the General Partner in a Funding NoticePartnership, an amount equal to the sum of: (A) in the case of each Investment then held capital contributions already made by the FundPartnership to Trident II in connection with the Trident Investment (except as such Additional Limited Partner is excused under Section 5.3), the percentage of such Additional Limited Partner’s 's Capital Commitment or (or if the Additional Limited Partner is increasing its Capital Commitment, ) the percentage of the amount of the increase of such Additional Limited Partner’s 's Capital Commitment) Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the - previously admitted Partners used to fund such capital contributions made by the Partnership to Trident II and (2) the denominator of which is the sum of the aggregate of (X) the Capital - - Commitments of the previously admitted Partners that made Capital Contributions used to fund such capital contributions made by the Partnership to Trident II and (Y) (without duplication) - the Capital Commitments of all Additional Limited Partners (adjusting for any excuses granted to such Additional Limited Partners under Section 5.3), (B) the percentage of such Additional Limited Partner's Capital Commitment or (if such Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the - numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners in respect of all Drawdowns which have theretofore been funded and not returned to the Partners, other than Drawdowns made and used to fund capital contributions made by the cost of such Investment, Partnership to Trident II in connection with the Trident Investment and (2) the - denominator of which is the sum of the aggregate of (X) the Capital Commitments of all of the - previously admitted Partners that made Capital Contributions used to fund the cost of such Investment and (Y) (without duplication) the Capital Commitment Commitments of all - Additional Limited Partners, and (C) any additional amounts not covered by clauses (A) and (B) above payable by the Partnership to Trident II pursuant to Section 11.2 of the Trident II Partnership Agreement arising as a result of any increase in the Partnership's capital commitment to Trident II attributable to such Additional Limited Partner Partner's Capital Commitment or (or if the such Additional Limited Partner is increasing its Capital Commitment, the amount of ) to the increase of such Additional Limited Partner’s 's Capital Commitment); (B) , together with, in the case of all Organizational Expenses and Fund Expenses which were included in one or more Funding Notices issued prior to the admission of the Additional Limited Partner, the percentage of such Additional Limited Partner’s Capital Commitment (or if the Additional Limited Partner is increasing its Capital Commitment, the percentage of the amount of the increase of such Additional Limited Partner’s Capital Commitment) that is equal to a fraction, the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners used to fund such Organizational Expenses and Fund Expenses, and the denominator of which is the sum of the aggregate of the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund such Organizational Expenses and Fund Expenses and the Capital Commitment of such Additional Limited Partner (or if the Additional Limited Partner is increasing its Capital Commitment, the amount of the increase of such Additional Limited Partner’s Capital Commitment); and (C) interest on the amounts referenced in clauses (A) and (B) ), an amount calculated as interest thereon at the a rate of six percent (6%) per annum equal to the Prime Rate plus 200 basis points from the dates that contribution of such amounts by such Additional Limited Partner would have been due if such Additional Limited Partner had been admitted to the Partnership or had increased its Capital Commitment, as the case may be, on the date of the Initial Closing or other dates that amounts were due pursuant to Funding Notices Closing, to the date on which that the payment required to be made by such Additional Limited Partner pursuant to this Section 10.2(a)(iii) is admitted made, which interest shall be treated as a Partner. (iv) As indicated provided in Section 3.210.2(b), and less such amount as is necessary to take into account all distributions theretofore made. A Person shall be deemed admitted to the General Partner may determine in its discretion to admit Partnership as an Additional Limited Partner through an Administrative Closing at which Capital Contributions the time that the foregoing conditions are not required to be paid. In that eventsatisfied and when such Person is listed as a limited partner of the Partnership, and the Capital Contributions and other amounts described in Sections 4.5(a)(iii) will be paid by Commitment made with respect to such Person is listed, on the Limited Partner pursuant to a Funding Notice issued by the General Partner subsequent to the date of the Administrative ClosingRegister.

Conditions to Admission. In addition to the admission of Limited Partners at the Initial Closing, the General Partner mayPartner, in its sole discretion, schedule may schedule, from time to time, one or more Subsequent additional Closings at any time on for one or prior to the expiration of the Offering Period, as extended. At each Subsequent Closing, the General Partner may admit more Person or Persons seeking admission to the Fund Partnership as an Additional Limited Partner additional limited partner of the Fund or permit an existing Partner to increase the amount of its Capital Commitment Partnership (each such personPerson, an “Additional Limited Partner,” "ADDITIONAL LIMITED PARTNER", which term shall include any Person that is a Partner immediately prior to such Subsequent additional Closing and that wishes to increase the amount of such Person's Capital Commitment or, in the case of a Profits Limited Partner, its Capital Associated Commitment, but only with respect to the amount of such increase), subject to the determination by the General Partner that, in the exercise of its good faith judgment that in the case of each such admission or increase, all of increase the following conditions have been satisfied: (i) The Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary necessary, convenient or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement pursuant to which such Additional Limited Partner agrees to be bound by the terms and provisions hereof or (if such Additional Limited Partner is a counterpart Cash Limited Partner or an Employer Limited Partner) to increase the amount of this Agreementsuch Limited Partner's Capital Commitment, as the case may be and (B) a Power of Attorney. (ii) Such admission or such increase shall not result in a violation of any Applicable Lawapplicable law, including the U.S. including, without limitation, Cayman Islands and United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Fund Partnership shall not be regarded as a “publicly traded partnership” under Section 7704 of the Code or be required to register as an investment company Investment Company under the Investment Company Act and or any law of similar import of the Cayman Islands; none of the General Partner, the Manager or any Affiliate of the General Partner shall not or Manager would be required to register as an investment adviser under the Investment Advisers Act. (iii) Such Additional Limited Partner shall have paid to the Fund, either for its account Act or for the accounts any law of similar import of the previously admitted Partners as described in Section 4.5(c) below, on the date designated by the General Partner in a Funding Notice, an amount equal to the sum of: (A) in the case of each Investment then held by the Fund, the percentage of such Additional Limited Partner’s Capital Commitment (or if the Additional Limited Partner is increasing its Capital Commitment, the percentage of the amount of the increase of such Additional Limited Partner’s Capital Commitment) that is equal to a fraction, the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners used to fund the cost of such Investment, Cayman Islands; and the denominator of which is the sum of the aggregate of the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund the cost of such Investment and the Capital Commitment of such Additional Limited Partner (or if the Additional Limited Partner is increasing its Capital Commitment, the amount of the increase of such Additional Limited Partner’s Capital Commitment); (B) in the case of all Organizational Expenses and Fund Expenses which were included in one or more Funding Notices issued prior to the admission of the Additional Limited Partner, the percentage of such Additional Limited Partner’s Capital Commitment (or if the Additional Limited Partner is increasing its Capital Commitment, the percentage of the amount of the increase of such Additional Limited Partner’s Capital Commitment) that is equal to a fraction, the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners used to fund such Organizational Expenses and Fund Expenses, and the denominator of which is the sum of the aggregate of the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund such Organizational Expenses and Fund Expenses and the Capital Commitment of such Additional Limited Partner (or if the Additional Limited Partner is increasing its Capital Commitment, the amount of the increase of such Additional Limited Partner’s Capital Commitment); and (C) interest on the amounts referenced in (A) and (B) at the rate of six percent (6%) per annum from the date of the Initial Closing or other dates that amounts were due pursuant to Funding Notices to the date on which such Additional Limited Partner is admitted Partnership shall not become taxable as a Partnercorporation or association. (iv) As indicated in Section 3.2, the General Partner may determine in its discretion to admit an Additional Limited Partner through an Administrative Closing at which Capital Contributions are not required to be paid. In that event, the Capital Contributions and other amounts described in Sections 4.5(a)(iii) will be paid by the Limited Partner pursuant to a Funding Notice issued by the General Partner subsequent to the date of the Administrative Closing.

Conditions to Admission. In addition to the admission of Limited Partners at the Initial Closing, the General Partner mayPartner, in its sole discretion, schedule may schedule, from time to time, one or more Subsequent additional Closings at any time on for one or prior to the expiration of the Offering Period, as extended. At each Subsequent Closing, the General Partner may admit more Person or Persons seeking admission to the Fund Partnership as an Additional Limited Partner additional limited partner of the Fund or permit an existing Partner to increase the amount of its Capital Commitment Partnership (each such personPerson, an “Additional Limited Partner,” "ADDITIONAL LIMITED PARTNER", which term shall include any Person that is a Partner immediately prior to such Subsequent additional Closing and that wishes to increase the amount of such Person's Capital Commitment or, in the case of a Profits Limited Partner, its Capital Associated Commitment, but only with respect to the amount of such increase), subject to the determination by the General Partner that, in the exercise of its good faith judgment that in the case of each such admission or increase, all of increase the following conditions have been satisfied: (i) The Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary necessary, convenient or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement pursuant to which such Additional Limited Partner agrees to be bound by the terms and provisions hereof or (if such Additional Limited Partner is a counterpart Cash Limited Partner or an Employer Limited Partner) to increase the amount of this Agreementsuch Limited Partner's Capital Commitment, as the case may be and (B) a Power of Attorney. (ii) Such admission or such increase shall not result in a violation of any Applicable Lawapplicable law, including the U.S. including, without limitation, United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Fund Partnership shall not be regarded as a “publicly traded partnership” under Section 7704 of the Code or be required to register as an investment company Investment Company under the Investment Company Act and Act; none of the General Partner, the Manager or any Affiliate of the General Partner shall not or Manager would be required to register as an investment adviser under the Investment Advisers Act; and the Partnership shall not become taxable as a corporation or association. (iii) Such On the date of its admission to the Partnership or the date of such increase, as the case may be, such Additional Limited Partner shall have paid or unconditionally agreed to pay to the Fund, either for its account or for the accounts of the previously admitted Partners as described in Section 4.5(c) below, on the date designated by the General Partner in a Funding NoticePartnership, an amount equal to the sum of: (A) in the case of each Portfolio Investment then held by the FundPartnership, the percentage of such Additional Limited Partner’s 's Capital Commitment or (or if the Additional Limited Partner is increasing its Capital Commitment, ) the percentage of the amount of the increase of such Additional Limited Partner’s 's Capital Commitment) Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Partners used to fund the cost of such Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of the previously admitted Partners that made Capital Contributions used to fund the cost of such Portfolio Investment and (Y) (without duplication) the Capital Commitments of all Additional Limited Partners, and (B) the percentage of such Additional Limited Partner's Capital Commitment or (if such Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners in respect of all Drawdowns which have theretofore been funded and not returned to the Partners, other than Drawdowns made and used to fund the cost of such Investment, a Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund the cost of such Investment and the Capital Commitment of such Additional Limited Partner (or if the Additional Limited Partner is increasing its Capital Commitment, the amount of the increase of such Additional Limited Partner’s Capital Commitment); Y) (Bwithout duplication) in the case of all Organizational Expenses and Fund Expenses which were included in one or more Funding Notices issued prior to the admission of the Additional Limited Partner, the percentage of such Additional Limited Partner’s Capital Commitment (or if the Additional Limited Partner is increasing its Capital Commitment, the percentage of the amount of the increase of such Additional Limited Partner’s Capital Commitment) that is equal to a fraction, the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners used to fund such Organizational Expenses and Fund Expenses, and the denominator of which is the sum of the aggregate of the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund such Organizational Expenses and Fund Expenses and the Capital Commitment of such Additional Limited Partner (or if Partners, together with, in the Additional Limited Partner is increasing its Capital Commitment, the amount case of the increase of such Additional Limited Partner’s Capital Commitment); and (C) interest on the amounts referenced in clauses (A) and (B) ), an amount calculated as interest thereon at the a rate of six percent (6%) per annum equal to the Prime Rate plus 200 basis points from the dates that contribution of such amounts by such Additional Limited Partner would have been due if such Additional Limited Partner had been admitted to the Partnership or had increased its Capital Commitment, as the case may be, on the date of the Initial Closing or other dates that amounts were due pursuant to Funding Notices Closing, to the date on which that the payment required to be made by such Additional Limited Partner pursuant to this Section 11.2(a)(iii) is admitted made, which interest shall be treated as a Partner. (iv) As indicated provided in Section 3.211.2(b), and less such amount as is necessary to take into account all distributions theretofore made. A Person shall be deemed admitted to the General Partner may determine in its discretion to admit Partnership as an Additional Limited Partner through an Administrative Closing at which Capital Contributions the time that the foregoing conditions are not required to be paid. In that eventsatisfied and when such Person is listed as a limited partner of the Partnership, and the Capital Contributions and other amounts described Commitment made with respect to such Person is listed, in Sections 4.5(a)(iii) will be paid by the Partnership Register. Notwithstanding the foregoing, a Person admitted to the Partnership as an Additional Limited Partner pursuant after March 31, 2001 shall not be permitted to a Funding Notice issued by participate in Portfolio Investments made prior to January 1st of the General Partner subsequent year following the year in which such Person was admitted to the date of the Administrative ClosingPartnership.

Conditions to Admission. In addition to the admission of Limited Partners at the Initial Closing, the General Partner mayPartner, in its sole discretion, schedule may schedule, from time to time, one or more Subsequent additional Closings at any time on for one or prior to the expiration of the Offering Period, as extended. At each Subsequent Closing, the General Partner may admit more Person or Persons seeking admission to the Fund Partnership as an Additional Limited Partner additional limited partner of the Fund or permit an existing Partner to increase the amount of its Capital Commitment Partnership (each such personPerson, an “Additional Limited Partner,” "ADDITIONAL LIMITED PARTNER", which term shall include any Person that is a Partner immediately prior to such Subsequent additional Closing and that wishes to increase the amount of such Person's Capital Commitment or, in the case of a Profits Limited Partner, its Capital Associated Commitment, but only with respect to the amount of such increase), subject to the determination by the General Partner that, in the exercise of its good faith judgment that in the case of each such admission or increase, all of increase the following conditions have been satisfied: (i) The Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary necessary, convenient or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement pursuant to which such Additional Limited Partner agrees to be bound by the terms and provisions hereof or (if such Additional Limited Partner is a counterpart Cash Limited Partner or an Employer Limited Partner) to increase the amount of this Agreementsuch Limited Partner's Capital Commitment, as the case may be and (B) a Power of Attorney. (ii) Such admission or such increase shall not result in a violation of any Applicable Lawapplicable law, including the U.S. including, without limitation, United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Fund Partnership shall not be regarded as a “publicly traded partnership” under Section 7704 of the Code or be required to register as an investment company Investment Company under the Investment Company Act and Act; none of the General Partner, the Manager or any Affiliate of the General Partner shall not or Manager would be required to register as an investment adviser under the Investment Advisers Act; and the Partnership shall not become taxable as a corporation or association. (iii) Such On the date of its admission to the Partnership or the date of such increase, as the case may be, such Additional Limited Partner shall have paid or unconditionally agreed to pay to the Fund, either for its account or for the accounts of the previously admitted Partners as described in Section 4.5(c) below, on the date designated by the General Partner in a Funding NoticePartnership, an amount equal to the sum of: (A) in the case of each Portfolio Investment then held by the FundPartnership, the percentage of such Additional Limited Partner’s 's Capital Commitment or (or if the Additional Limited Partner is increasing its Capital Commitment, ) the percentage of the amount of the increase of such Additional Limited Partner’s 's Capital Commitment) Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Partners used to fund the cost of such Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of the previously admitted Partners that made Capital Contributions used to fund the cost of such Portfolio Investment and (Y) (without duplication) the Capital Commitments of all Additional Limited Partners, and (B) the percentage of such Additional Limited Partner's Capital Commitment or (if such Additional Limited Partner is increasing its Capital Commitment) the percentage of the amount of the increase of such Additional Limited Partner's Capital Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners in respect of all Drawdowns which have theretofore been funded and not returned to the Partners, other than Drawdowns made and used to fund the cost of such Investment, a Portfolio Investment and (2) the denominator of which is the sum of the aggregate of (X) the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund the cost of such Investment and the Capital Commitment of such Additional Limited Partner (or if the Additional Limited Partner is increasing its Capital Commitment, the amount of the increase of such Additional Limited Partner’s Capital Commitment); y) (Bwithout duplication) in the case of all Organizational Expenses and Fund Expenses which were included in one or more Funding Notices issued prior to the admission of the Additional Limited Partner, the percentage of such Additional Limited Partner’s Capital Commitment (or if the Additional Limited Partner is increasing its Capital Commitment, the percentage of the amount of the increase of such Additional Limited Partner’s Capital Commitment) that is equal to a fraction, the numerator of which is the aggregate of the Capital Contributions of the previously admitted Limited Partners used to fund such Organizational Expenses and Fund Expenses, and the denominator of which is the sum of the aggregate of the Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund such Organizational Expenses and Fund Expenses and the Capital Commitment of such Additional Limited Partner (or if Partners, together with, in the Additional Limited Partner is increasing its Capital Commitment, the amount case of the increase of such Additional Limited Partner’s Capital Commitment); and (C) interest on the amounts referenced in clauses (A) and (B) ), an amount calculated as interest thereon at the a rate of six percent (6%) per annum equal to the Prime Rate plus 200 basis points from the dates that contribution of such amounts by such Additional Limited Partner would have been due if such Additional Limited Partner had been admitted to the Partnership or had increased its Capital Commitment, as the case may be, on the date of the Initial Closing or other dates that amounts were due pursuant to Funding Notices Closing, to the date on which that the payment required to be made by such Additional Limited Partner pursuant to this Section 11.2(a)(iii) is admitted made, which interest shall be treated as a Partner. (iv) As indicated provided in Section 3.211.2(b), and less such amount as is necessary to take into account all distributions theretofore made. A Person shall be deemed admitted to the General Partner may determine in its discretion to admit Partnership as an Additional Limited Partner through an Administrative Closing at which Capital Contributions the time that the foregoing conditions are not required to be paid. In that eventsatisfied and when such Person is listed as a limited partner of the Partnership, and the Capital Contributions and other amounts described Commitment made with respect to such Person is listed, in Sections 4.5(a)(iii) will be paid by the Partnership Register. Notwithstanding the foregoing, a Person admitted to the Partnership as an Additional Limited Partner pursuant after March 31, 2001 shall not be permitted to a Funding Notice issued by participate in Portfolio Investments made prior to January 1st of the General Partner subsequent year following the year in which such Person was admitted to the date of the Administrative ClosingPartnership.

Conditions to Admission. In addition to the admission of Limited Partners at the Initial initial Closing, the General Partner mayPartner, in its sole discretion, schedule may schedule, from time to time, one or more Subsequent Closings at additional closings on any time on date for one or prior to the expiration of the Offering Period, as extended. At each Subsequent Closing, the General Partner may admit more Person or Persons seeking admission to the Fund Partnership as an Additional Limited Partner additional limited partners of the Fund or permit an existing Partner to increase the amount of its Capital Commitment Partnership (each such personPerson, an “Additional Limited Partner,” "ADDITIONAL LIMITED PARTNER", which term shall include any Person that is a Partner immediately prior to such Subsequent additional Closing and that wishes to increase the amount of its Capital Commitment, but only with respect to the amount of such increase), subject to the determination by the General Partner that, in the exercise of its good faith judgment that in the case of each such admission or increase, all of increase the following conditions have been satisfied: (i) The Each such Additional Limited Partner shall have executed and delivered such instruments and shall have taken such actions as the General Partner shall deem necessary necessary, convenient or desirable to effect such admission or increase, including, without limitation, the execution of (A) a Subscription Agreement and Agreement, (B) a counterpart of this AgreementAgreement pursuant to which such Additional Limited Partner agrees to be bound by the terms and provisions hereof or to increase the amount of such Limited Partner's Capital Commitment, as the case may be, and (C) a Power of Attorney. (ii) Such admission or such increase shall not result in a violation of any Applicable Lawapplicable law, including the U.S. including, without limitation, Cayman Islands and United States federal and state securities laws, or any term or condition of this Agreement and, as a result of such admission or such increase, the Fund Partnership shall not be regarded as a “publicly traded partnership” under Section 7704 of the Code or be required to register as an investment company Investment Company under the Investment Company Act and or any law of similar import of the Cayman Islands; none of the General Partner, the Manager or any Affiliate of the General Partner shall not or the Manager would be required to register as an investment adviser under the Investment Advisers ActAct or any law of similar import of the Cayman Islands and the Partnership shall not become taxable as a corporation or association. (iii) Such On the date of its admission to the Partnership or the date of such increase, as the case may be, such Additional Limited Partner shall have paid or unconditionally agreed to pay to the Fund, either for its account or for the accounts of the previously admitted Partners as described in Section 4.5(c) below, on the date designated by the General Partner in a Funding NoticePartnership, an amount equal to the sum of: (A) in the case of each Portfolio Investment then held by the FundPartnership, the percentage of such Additional Limited Partner’s 's Capital Commitment or (or if the Additional Limited Partner is increasing its Capital Commitment, ) the percentage of the amount of the increase of such Additional Limited Partner’s 's Capital Commitment) Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital Contributions of the - previously admitted Limited Partners used to fund the cost of such Investment, Portfolio Investment and (2) the denominator of - which is the sum of the aggregate of (X) the Capital Commitments of all of the previously admitted Partners that - made Capital Contributions used to fund the cost of such Portfolio Investment and (Y) (without duplication) - the Capital Commitment Commitments of all Additional Limited Partners, and (B) the percentage of such Additional Limited Partner Partner's Capital Commitment or (or if the such Additional Limited Partner is increasing its Capital Commitment, the amount of the increase of such Additional Limited Partner’s Capital Commitment); (B) in the case of all Organizational Expenses and Fund Expenses which were included in one or more Funding Notices issued prior to the admission of the Additional Limited Partner, the percentage of such Additional Limited Partner’s Capital Commitment (or if the Additional Limited Partner is increasing its Capital Commitment, the percentage of the amount of the increase of such Additional Limited Partner’s 's Capital Commitment) Commitment that is equal to a fraction, (1) the numerator of which is the aggregate of the Capital - Contributions of the previously admitted Limited Partners in respect of all Drawdowns which have theretofore been funded and not returned to the Partners, other than Drawdowns made and used to fund such Organizational Expenses the cost of a Portfolio Investment and Fund Expenses, and (2) the denominator of which is the sum of the aggregate of (X) the - - Capital Commitments of all of the previously admitted Partners that made Capital Contributions used to fund such Organizational Expenses and Fund Expenses and (Y) (without duplication) the Capital Commitment - Commitments of such all Additional Limited Partner (or if Partners, together with, in the Additional Limited Partner is increasing its Capital Commitment, the amount case of the increase of such Additional Limited Partner’s Capital Commitment); and (C) interest on the amounts referenced in clauses (A) and (B) ), an amount calculated as interest thereon at a rate per annum equal to the rate of six Prime Rate plus two percent (62%) per annum from the dates that contribution of such amounts by such Additional Limited Partner would have been due if such Additional Limited Partner had been admitted to the Partnership or had increased its Capital Commitment, as the case may be, on the date of the Initial Closing or other dates that amounts were due pursuant to Funding Notices initial Closing, to the date on which that the payment required to be made by such Additional Limited Partner pursuant to this Section 11.2(a)(iii) is admitted made, which interest shall be treated as a Partner. (iv) As indicated provided in Section 3.211.2(b), and less such amount as is necessary to take into account all distributions theretofore made. A Person shall be deemed admitted to the General Partner may determine in its discretion to admit Partnership as an Additional Limited Partner through an Administrative Closing at which Capital Contributions the time that the foregoing conditions are not required to be paid. In that event, the Capital Contributions satisfied and other amounts described in Sections 4.5(a)(iii) will be paid by the Limited Partner pursuant to when such Person is listed as a Funding Notice issued by the General Partner subsequent to the date limited partner of the Administrative ClosingPartnership on the register of partnership interests of the Partnership maintained at the registered office of the Partnership.