Common use of General Partner Commitment Clause in Contracts

General Partner Commitment. On the Initial Closing Date, the General Partner and its Affiliates shall make and maintain an aggregate Commitment by subscribing for an Interest equal to at least [__]% of the aggregate Commitments of the Limited Partners. The Commitment of the General Partner and its Affiliates shall be increased at each Subsequent Closing in accordance with Section 5.1 (Subsequent Closings) so that at all times, it is equal to at least [__]% of the aggregate Commitments of the Limited Partners, provided that no Additional Payment shall be required to be made by the General Partner or such Affiliates in connection with such increase.10 No Withdrawal of Capital. No Limited Partner shall withdraw, cancel or revoke any part of its Commitment, except as provided in this Agreement or in the relevant Limited Partner’s Side Letter. If at any time the General Partner determines, after consultation with the affected Limited Partner and after receipt of an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to such affected Limited Partner, that there is a reasonable likelihood that the continuing participation in the Fund by such Limited Partner would cause a Material Adverse Effect, such Limited Partner shall, upon the written request and with the reasonable cooperation of the General Partner, use commercially reasonable efforts to dispose of such Limited Partner’s entire interest in the Fund (or such portion of its interest as the General Partner shall determine is sufficient to prevent or remedy such Material Adverse Effect) to one or more of the other Limited Partners or any other Person at a price reasonably acceptable to such Limited Partner, in a transaction that complies with Section 17 (Transfers; Substitute Partners) and the General Partner shall use its commercially reasonable efforts to work with such Limited Partner to facilitate such transaction. If a determination is made by the General Partner under this Section 4.3.2 that would affect more than one Limited Partner in substantially the same manner, the General Partner shall request that all of the affected Limited Partners take the actions set forth in the preceding sentence. Notwithstanding anything to the contrary provided herein, the General Partner may on behalf of the Fund, without the consent of any Limited Partner, enter into any agreement with a Limited Partner that requires or enables such Limited Partner to withdraw from the Fund (e.g., in the event such Limited Partner would be in violation of applicable law, regulation or a policy described in clause (vi) of the definition of Material Adverse Effect of such Limited Partner or subjected to materially burdensome tax or withholding with respect to a tax, law or regulation if such Limited Partner were to continue as a limited partner of the Fund). CLOSINGS

General Partner Commitment. On the Initial Closing Date, the General Partner and its Affiliates shall make and maintain an aggregate Commitment by subscribing for an Interest equal to at least [__]% of the aggregate Commitments of the Limited Partners. The Commitment of the General Partner and its Affiliates shall be increased at each Subsequent Closing in accordance with Section 5.1 (Subsequent Closings) so that at all times, it is equal to at least [__]% of the aggregate Commitments of the Limited Partners, provided that no Additional Payment shall be required to be made by the General Partner or such Affiliates in connection with such increase.10 increase.8 No Withdrawal of Capital. No Limited Partner shall withdraw, cancel or revoke any part of its Commitment, except as provided in this Agreement or in the relevant Limited Partner’s Side Letter. If at any time the General Partner determines, after consultation with the affected Limited Partner and after receipt of an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to such affected Limited Partner, that there is a reasonable likelihood that the continuing participation in the Fund by such Limited Partner would cause a Material Adverse Effect, such Limited Partner shall, upon the written request and with the reasonable cooperation of the General Partner, use commercially reasonable efforts to dispose of such Limited Partner’s entire interest in the Fund (or such portion of its interest as the General Partner shall determine is sufficient to prevent or remedy such Material Adverse Effect) to one or more of the other Limited Partners or any other Person at a price reasonably acceptable to such Limited Partner, in a transaction that complies with Section 17 (Transfers; Substitute Partners) and the General Partner shall use its commercially reasonable efforts to work with such Limited Partner to facilitate such transaction. If a determination is made by the General Partner under this Section 4.3.2 that would affect more than one Limited Partner in substantially the same manner, the General Partner shall request that all of the affected Limited Partners take the actions set forth in the preceding sentence. Notwithstanding anything to the contrary provided herein, the General Partner may on behalf of the Fund, without the consent of any Limited Partner, enter into any agreement with a Limited Partner that requires or enables such Limited Partner to withdraw from the Fund (e.g., in the event such Limited Partner would be in violation of applicable law, regulation or a policy described in clause (vi) of the definition of Material Adverse Effect of such Limited Partner or subjected to materially burdensome tax or withholding with respect to a tax, law or regulation if such Limited Partner were to continue as a limited partner of the Fund). CLOSINGS

General Partner Commitment. On the Initial Closing Date, the General Partner and its Affiliates shall make and maintain an aggregate Commitment by subscribing for an Interest equal to at least [__]73 % of the aggregate Commitments of the Limited Partners. The Commitment of the General Partner and its Affiliates shall be increased at each Subsequent Closing in accordance with Section 5.1 (Subsequent ClosingsAdmission as Limited Partner.) so that at all times, it is equal to at least [__]% of the aggregate Commitments of the Limited Partners, provided that no Additional Payment shall be required to be made by the General Partner or such Affiliates in connection with such increase.10 increase.74 No Withdrawal of Capital. No Limited Partner shall withdraw, cancel or revoke any part of its Commitment, except as provided in this Agreement [or in the relevant Limited Partner’s 's Side Letter, if any]. If at any time the General Partner determines, after consultation with the affected Limited Partner and after receipt of an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to such affected Limited Partner, that there is a reasonable likelihood that the continuing participation in the Fund by such Limited Partner would cause a Material Adverse EffectEffect on the Fund, such Limited Partner shall, upon the written request and with the reasonable cooperation of the General Partner, use commercially reasonable efforts to dispose of such Limited Partner’s 's entire interest in the Fund (or such portion of its interest as the General Partner shall determine is sufficient to prevent or remedy such the Material Adverse Effect) to one or more of the other Limited Partners or any other Person at a price reasonably acceptable that such Limited Partner would be entitled to receive in respect of its interest in the Fund (or in the case of a partial withdrawal, a portion thereof) if the Fund had been terminated as of the date of such withdrawal with the assets of the Fund being valued by the General Partner on the basis of the most recent audited financial statements and records of the Fund, less any fees, costs, expenses and/or any applicable tax arising in relation to such Limited Partnerwithdrawal, in a transaction that complies with Section Article 17 (Transfers; Substitute Partners) and the General Partner shall use its commercially reasonable efforts to work with such Limited Partner to facilitate such transaction. Such valuation shall be made by the General Partner in consultation with the Auditor and shall, in the absence of manifest error, be final and binding. If a determination is made by the General Partner under this Section 4.3.2 4.3(b) (No Withdrawal of Capital.) that would affect more than one Limited Partner in substantially the same manner, the General Partner shall request that all of the affected Limited Partners take the actions set forth in the preceding sentence. Notwithstanding anything to the contrary provided herein, the General Partner may on behalf of the Fund, without the consent of any Limited Partner, enter into any agreement with a Limited Partner that requires or enables sentence and each such Limited Partner to withdraw from the Fund (e.g., in the event such Limited Partner would be in violation of applicable law, regulation or a policy described in clause (vi) of the definition of Material Adverse Effect of such Limited Partner or subjected to materially burdensome tax or withholding with respect to a tax, law or regulation if such Limited Partner were to continue as a limited partner of the Fund). CLOSINGSshall comply accordingly.

General Partner Commitment. On the Initial Closing Date, the General Partner and its Affiliates shall make and maintain an aggregate Commitment by subscribing for an Interest equal to at least [__]% of the aggregate Commitments of the Limited Partners. The Commitment of the General Partner and its Affiliates shall be increased at each Subsequent Closing in accordance with Section 5.1 (Subsequent Closings) so that at all times, it is equal to at least [__]% of the aggregate Commitments of the Limited Partners, provided that no Additional Payment shall be required to be made by the General Partner or such Affiliates in connection with such increase.10 No Withdrawal of Capital. No Limited Partner shall withdraw, cancel or revoke any part of its Commitment, except as provided in this Agreement or in the relevant Limited Partner’s Side Letter. If at any time the General Partner determines, after consultation with the affected Limited Partner and after receipt of an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to such affected Limited Partner, that there is a reasonable likelihood that the continuing participation in the Fund by such Limited Partner would cause a Material Adverse Effect, such Limited Partner shall, upon the written request and with the reasonable cooperation of the General Partner, use commercially reasonable efforts to dispose of such Limited Partner’s entire interest in the Fund (or such portion of its interest as the General Partner shall determine is sufficient to prevent or remedy such Material Adverse Effect) to one or more of the other Limited Partners or any other Person at a price reasonably acceptable to such Limited Partner, in a transaction that complies with Section 17 (Transfers; Substitute Partners) and the General Partner shall use its commercially reasonable efforts to work with such Limited Partner to facilitate such transaction. If a determination is made by the General Partner under this Section 4.3.2 that would affect more than one Limited Partner in substantially the same manner, the General Partner shall request that all of the affected Limited Partners take the actions set forth in the preceding sentence. Notwithstanding anything to the contrary provided herein, the General Partner may on behalf of the Fund, without the consent of any Limited Partner, enter into any agreement with a Limited Partner that requires or enables such Limited Partner to withdraw from the Fund (e.g., in the event such Limited Partner would be in violation of applicable law, regulation or a policy described in clause (vi) of the definition of Material Adverse Effect of such Limited Partner or subjected to materially burdensome tax or withholding with respect to a tax, law or regulation if such Limited Partner were to continue as a limited partner of the Fund). CLOSINGS.