Common use of Limited Retention and Reinvestment Clause in Contracts

Limited Retention and Reinvestment. Subject to the requirements of Section 852(a) of Subchapter M of the Code (for so long as such provisions are relevant) and the terms of any indebtedness or Preferred Units, during the Commitment Period, the Company may retain, in whole or in part, any Proceeds received by the Company attributable to Portfolio Investments and may use the amounts so retained to make new Portfolio Investments (up to the cost of Portfolio Investments attributable to such Proceeds), pay Company Expenses, repay Company borrowings, guarantees or other obligations, or fund reasonable reserves for future Portfolio Investments or future Company Expenses or other obligations (including, without limitation, obligations to make the indemnification advances and payments which may be required by 11.2); provided, however, that, after the expiration of the Commitment Period, no part of such retained amounts shall be used to make any Portfolio Investment except to the extent that the Company would be permitted pursuant to 6.1.4 to draw down amounts to fund such Portfolio Investment. The Company may not retain Proceeds for the purpose of making a Portfolio Investment to the extent such retention would cause the Undrawn Commitment of the Common Units to be reduced below zero. Notwithstanding the foregoing, once the Undrawn Commitment of the Common Units is reduced to zero, the Company may continue to retain Proceeds that represent net investment income for the purpose of paying its operating costs (including expenses, the Management Fee, the Incentive Fee, payments to the Administrator and any indemnification obligations), debt service or other obligations of any borrowings, guarantees or other obligations the Company has made. Any retained Proceeds that represent net investment income will be treated as a deemed distribution by the Company to the Common Unitholders and a deemed re-contribution by the Common Unitholders to the Company, and the aggregate Undrawn Commitment of all Unitholders will be reduced by such amount.

Limited Retention and Reinvestment. Subject to the requirements of Section 852(a) of Subchapter M of the Code (for so long as such provisions are relevant) and the terms of any indebtedness or Preferred Units, during the Commitment Periodindebtedness, the Company may retain, in whole or in part, any Proceeds received by the Company attributable to Portfolio Investments and may use the amounts so retained to make new Portfolio Investments (up to the cost of Portfolio Investments attributable to such Proceeds), pay Company Expenses, repay Company borrowings, guarantees or other obligations, or fund reasonable reserves for future Portfolio Investments or future Company Expenses or other obligations (including, without limitation, obligations to make the indemnification advances and payments which may be required by 11.2); provided, however, that, after the expiration aggregate amount of Proceeds so retained with respect to each Member shall not exceed the lesser of (i) the minimum distribution requirements of Section 852(a) of Subchapter M of the Commitment Period, no part Code; or (ii) 110% of such retained amounts shall be used to make any Portfolio Investment except to the extent that the Company would be permitted pursuant to 6.1.4 to draw down amounts to fund such Portfolio InvestmentMember’s Commitment. The Company may not retain Proceeds for the purpose of making a Portfolio Investment to the extent such retention would cause the Undrawn Commitment of the Common Units to be reduced below zero. Notwithstanding the foregoing, once the Undrawn Commitment of the Common Units is reduced to zero, the Company may continue to retain Proceeds that represent net investment income for the purpose of paying its operating costs (including expenses, the Management Fee, the Incentive Fee, payments to the Administrator and any indemnification obligations), debt service or other obligations of any borrowings, guarantees or other obligations the Company has made. Any retained Proceeds that represent net investment income will be treated as a deemed distribution by the Company to the Common Unitholders and a deemed re-contribution by the Common Unitholders to the Company, and the aggregate Undrawn Commitment of all Common Unitholders will be reduced by such amount.

Limited Retention and Reinvestment. Subject to the requirements of Section 852(a) of Subchapter M of the Code (for so long as such provisions are relevant) and the terms of any indebtedness or Preferred Units, during the Commitment Period, the The Company may retain, in whole or in part, retain any Proceeds received by the Company attributable to Portfolio Investments and may use the amounts so retained to make new Portfolio Investments (up to the cost of Portfolio Investments attributable to such Proceeds)Investments, pay Company Expenses, repay Company borrowings, guarantees or other obligations, or fund reasonable reserves for future Portfolio Investments or future Company Expenses or other obligations (including, without limitation, obligations to make the indemnification advances and payments which may be required by 11.2); provided, however, that, after the expiration of the Commitment Period, no part of such retained amounts shall be used to make any Portfolio Investment except to the extent that the Company would be permitted pursuant to 6.1.4 to draw down amounts to fund such Portfolio Investment. Any retention of Proceeds by the Company attributable to Portfolio Investments will be treated as a deemed distribution by the Company to the Common Unitholders and a deemed recontribution by the Common Unitholders to the Company of the amounts described in the following clause (a) or (b), so that the Undrawn Commitments of the Common Units will be reduced as follows: (a) to the extent the retained Proceeds represent the principal amount or cost portion of a Portfolio Investment, the aggregate deemed distribution/recontribution will be 75% of such retained Proceeds and the Undrawn Commitments of all Common Units will be reduced by 75% of such retained Proceeds, and (b) to the extent the retained Proceeds represent the Company’s net earnings (i.e., earnings from a Portfolio Investment remaining after paying the Company Expenses, including the Management Fee, the Incentive Fee, payments to the Administrator and indemnification payments which may be required by 11.2), the aggregate deemed distribution/recontribution will be 100% of such retained Proceeds and the Undrawn Commitments of all Common Units will be reduced by 100% of such retained Proceeds. The Company may not retain Proceeds for the purpose of making a Portfolio Investment if the Undrawn Commitment of the Common Units have been reduced to zero or to the extent such retention would cause the Undrawn Commitment of the Common Units to be reduced below zero. Notwithstanding the foregoing, once the Undrawn Commitment of the Common Units is reduced to zero, the Company may continue to retain Proceeds that represent net investment income for the purpose of paying its operating operation costs (including expenses, the Management Fee, the Incentive Fee, payments to the Administrator and any indemnification obligations), debt service or other obligations of any borrowings, guarantees or other obligations the Company has made. Any retained Proceeds that represent net investment income will be treated as a deemed distribution by the Company to the Common Unitholders and a deemed re-contribution by the Common Unitholders to the Company, and the aggregate Undrawn Commitment of all Unitholders will be reduced by such amount.Confidential

Limited Retention and Reinvestment. Subject to the requirements of Section 852(a) of Subchapter M of the Code (for so long as such provisions are relevant) and the terms of any indebtedness or Preferred Units, during the Commitment Period, the The Company may retain, in whole or in part, retain any Proceeds received by the Company attributable to Portfolio Investments and may use the amounts so retained to make new Portfolio Investments (up to the cost of Portfolio Investments attributable to such Proceeds)Investments, pay Company Expenses, repay Company borrowings, guarantees or other obligations, or fund reasonable reserves for future Portfolio Investments or future Company Expenses or other obligations (including, without limitation, obligations to make the indemnification advances and payments which may be required by 11.2); provided, however, that, after the expiration of the Commitment Period, no part of such retained amounts shall be used to make any Portfolio Investment except to the extent that the Company would be permitted pursuant to 6.1.4 to draw down amounts to fund such Portfolio Investment. Any retention of Proceeds by the Company attributable to Portfolio Investments will be treated as a deemed distribution by the Company to the Common Unitholders and a deemed recontribution by the Common Unitholders to the Company of the amounts described in the following clause (a) or (b), so that the Undrawn Commitments of the Common Units will be reduced as follows: (a) to the extent the retained Proceeds represent the principal amount or cost portion of a Portfolio Investment, the aggregate deemed distribution/recontribution will be 75% of such retained Proceeds and the Undrawn Commitments of all Common Units will be reduced by 75% of such retained Proceeds, and (b) to the extent the retained Proceeds represent the Company’s net earnings (i.e., earnings from a Portfolio Investment remaining after paying the Company Expenses, including the Management Fee, the Incentive Fee, payments to the Administrator and indemnification payments which may be required by 11.2), the aggregate deemed distribution/recontribution will be 100% of such retained Proceeds and the Undrawn Commitments of all Common Units will be reduced by 100% of such retained Proceeds. The Company may not retain Proceeds for the purpose of making a Portfolio Investment if the Undrawn Commitment of the Common Units have been reduced to zero or to the extent such retention would cause the Undrawn Commitment of the Common Units to be reduced below zero. Notwithstanding the foregoing, once the Undrawn Commitment of the Common Units is reduced to zero, the Company may continue to retain Proceeds that represent net investment income for the purpose of paying its operating operation costs (including expenses, the Management Fee, the Incentive Fee, payments to the Administrator and any indemnification obligations), debt service or other obligations of any borrowings, guarantees or other obligations the Company has made. Any retained Proceeds that represent net investment income will be treated as a deemed distribution by the Company to the Common Unitholders and a deemed re-contribution by the Common Unitholders to the Company, and the aggregate Undrawn Commitment of all Unitholders will be reduced by such amount.

Limited Retention and Reinvestment. Subject to the requirements of Section 852(a) of Subchapter M of the Code (for so long as such provisions are relevant) and the terms of any indebtedness or Preferred Units, during the Commitment Period, the Company may retain, in whole or in part, any Proceeds received by the Company attributable to Portfolio Investments and may use the amounts so retained to make new Portfolio Investments (up to the cost of Portfolio Investments attributable to such Proceeds), pay Company Expenses, repay Company borrowings, guarantees or other obligations, or fund reasonable reserves for future Portfolio Investments or future Company Expenses or other obligations (including, without limitation, obligations to make the indemnification advances and payments which may be required by 11.2); provided, however, that, after the expiration of the Commitment Period, no part of such retained amounts shall be used to make any Portfolio Investment except to the extent that the Company would be permitted pursuant to 6.1.4 to draw down amounts to fund such Portfolio Investment. The Company may not retain Proceeds for the purpose of making a Portfolio Investment to the extent such retention would cause the Undrawn Commitment of the Common Units to be reduced below zero. Notwithstanding the foregoing, once the Undrawn Commitment of the Common Units is reduced to zero, the Company may continue to retain Proceeds that represent net investment income for the purpose of paying its operating costs (including expenses, the Management Fee, the Incentive Fee, payments to the Administrator and any indemnification obligations), debt service or other obligations of any borrowings, guarantees or other obligations the Company has made. Any retained Proceeds that represent net investment income will be treated as a deemed distribution by the Company to the Common Unitholders and a deemed re-contribution by the Common Unitholders to the Company, and the aggregate Undrawn Commitment of all Unitholders will be reduced by such amount.

Limited Retention and Reinvestment. Subject to the requirements of Section 852(a) of Subchapter M of the Code (for so long as such provisions are relevant) and the terms of any indebtedness or Preferred Units, during the Commitment Period, the The Company may retain, in whole or in part, retain any Proceeds received by the Company attributable to Portfolio Investments and may use the amounts so retained to make new Portfolio Investments (up to the cost of Portfolio Investments attributable to such Proceeds)Investments, pay Company Expenses, repay Company borrowings, guarantees or other obligations, or fund reasonable reserves for future Portfolio Investments or future Company Expenses or other obligations (including, without limitation, obligations to make the indemnification advances and payments which may be required by 11.2); provided, however, that, after the expiration of the Commitment Period, no part of such retained amounts shall be used to make any Portfolio Investment except to the extent that the Company would be permitted pursuant to 6.1.4 to draw down amounts to fund such Portfolio Investment. Any retention of Proceeds by the Company attributable to Portfolio Investments will be treated as a deemed distribution by the Company to the Common Unitholders, and a deemed recontribution by the Common Unitholders to the Company, so that the Undrawn Commitments of the Common Units will be reduced as follows: (a) to the extent the retained Proceeds represent the principal amount or cost portion of a Portfolio Investment, the aggregate Undrawn Commitments of all Common Units will be reduced by 75% of such retained Proceeds, and (b) to the extent the retained Proceeds represent the Company’s net earnings (i.e., earnings from a Portfolio Investment remaining after paying the Company Expenses, including the Management Fee, the Incentive Fee, payments to the Administrator and indemnification payments which may be required by 11.2), the aggregate Undrawn Commitments of all Common Units will be reduced by 100% of such retained Proceeds. The Company may not retain Proceeds for the purpose of making a Portfolio Investment if the Undrawn Commitment of the Common Units have been reduced to zero or to the extent such retention would cause the Undrawn Commitment of the Common Units to be reduced below zero. Notwithstanding the foregoing, once the Undrawn Commitment of the Common Units is reduced to zero, the Company may continue to retain Proceeds that represent net investment income for the purpose of paying its operating operation costs (including expenses, the Management Fee, the Incentive Fee, payments to the Administrator and any indemnification obligations), ) and debt service or other obligations of any borrowings, guarantees or other obligations borrowings the Company has made. Any retained Proceeds that represent net investment income will be treated as a deemed distribution by the Company to the Common Unitholders and a deemed re-contribution by the Common Unitholders to the Company, and the aggregate Undrawn Commitment of all Unitholders will be reduced by such amount.