Common use of Members’ Contributions Clause in Contracts

Members’ Contributions. Prior to an Exchange Listing, and except as otherwise set forth herein, each Member agrees to make Capital Contributions to the Fund up to but not exceeding the amount of its Remaining Capital Commitment, in any amount on an as-needed basis, as determined by the Investment Manager, as follows: (i) during the Investment Period, for the purpose of making Portfolio Investments; (ii) after the Investment Period, for the purpose of (x) completing Portfolio Investments in process (e.g., investments for which the Fund has submitted a binding or non-binding bid or indication of interest) as of the end of the Investment Period (the Board having been notified of such Portfolio Investments), (y) making follow-on investments as may be advisable in the sole discretion of the Investment Manager in order to enhance, preserve or protect one or more existing Portfolio Investments (subject to a maximum amount of 20% of aggregate Capital Commitments), and (z) adjusting any hedging positions as the Investment Manager may deem advisable; and (iii) at any time, for the purpose of satisfying accrued and/or anticipated Organizational Expenses, Fund Expenses, Pre-Exchange Listing Management Fees, Pre-Exchange Listing Administration Fees and other liabilities and obligations of the Fund, including amounts owing or which may become due under any borrowings by, or other extensions of credit to, the Fund and the SPVs, to the extent not satisfied from assets of the Fund (regardless of whether such borrowings were incurred prior to or after the Investment Period). Any of the limitations set forth in this Section 5.1(a) may be amended or waived by the Investment Manager upon approval of the Independent Directors and the approval of Members, which approval will be obtained through a Non-Investment Company Act Vote pursuant to Section 3.2, notwithstanding anything in this Agreement (including Article XIII hereof) to the contrary.

Members’ Contributions. Prior to an Exchange Listing, and except Except as otherwise set forth herein, each Member agrees to make Capital Contributions to the Fund up to but not exceeding the amount of its Remaining Capital Commitment, in any amount on an as-needed basis, as determined by the Investment Manager, as follows: (i) during the Investment Period, for the purpose of making Portfolio Investments; (ii) after the Investment Period, for the purpose of (x) completing making Portfolio Investments which were in process (e.g., investments for which the Fund has submitted a binding or non-binding bid or indication of interest) but which were not yet consummated as of the end of the Investment Period (the Board having been notified of such Portfolio Investments)Period, (y) making follow-on investments as may be advisable in the sole discretion of the Investment Manager in order to enhance, preserve or protect one or more existing Portfolio Investments (subject to a maximum amount of 2015% of aggregate Capital Commitments), and (z) adjusting any hedging positions as the Investment Manager may deem to be advisable; and (iii) at any time, for the purpose of satisfying accrued and/or anticipated Organizational Expenses, Fund Expenses, Pre-Exchange Listing Management Fees, Pre-Exchange Listing Administration Fees and other liabilities and obligations of the Fund, including amounts owing or which may become due under any borrowings by, or other extensions of credit to, the Fund and the SPVs, to the extent not satisfied from assets of the Fund (regardless of whether such borrowings were incurred prior to or after the Investment Period). Any of the limitations set forth in this Section 5.1(a) may be amended or waived by the Investment Manager upon approval of the Independent Directors Fund’s independent directors and the approval of Members, which approval will be obtained through a Non-Investment Company Act Vote pursuant to Section 3.2, notwithstanding anything in this Agreement (including Article XIII hereof) to the contrary.

Members’ Contributions. Prior to an Exchange Listing, and except Except as otherwise set forth herein, each Member agrees to make Capital Contributions to the Fund up to but not exceeding the amount of its Remaining Capital Commitment, in any amount on an as-needed basis, as determined by the Investment Manager, as follows: (i) during the Investment Period, for the purpose of making Portfolio Investments; (ii) after the Investment Period, for the purpose of (x) completing making Portfolio Investments which were in process (e.g., investments for which the Fund has submitted a binding or non-binding bid or indication of interest) but which were not yet consummated as of the end of the Investment Period (the Board having been notified of such Portfolio Investments)Period, (y) making follow-on investments as may be advisable in the sole discretion of the Investment Manager in order to enhance, preserve or protect one or more existing Portfolio Investments (subject to a maximum amount of 2015% of aggregate Capital Commitments), and (z) adjusting any hedging positions as the Investment Manager may deem to be advisable; and (iii) at any time, for the purpose of satisfying accrued and/or anticipated Organizational Expenses, Fund Expenses, Pre-Exchange Listing Management Fees, Pre-Exchange Listing Administration Fees and other liabilities and obligations of the Fund, including amounts owing or which may become due under any borrowings by, or other extensions of credit to, the Fund and the SPVs, to the extent not satisfied from assets of the Fund (regardless of whether such borrowings were incurred prior to or after the Investment Period). Any of the limitations set forth in this Section 5.1(a) may be amended or waived by the Investment Manager upon approval of the Independent Directors Fund’s independent directors and the approval of Members, which approval will be obtained through a Non-Investment Company Act Vote pursuant to Section 3.2, notwithstanding anything in this Agreement (including Article XIII XV hereof) to the contrary.