Common use of Payments at Closings Clause in Contracts

Payments at Closings. (a) The Fund shall have one or more closings (each a “Closing”) at which time Persons may be admitted as Limited Partners of the Fund pursuant to the terms hereof and existing Limited Partners may be offered the opportunity to increase their Capital Commitments. The first Closing (the “Initial Closing”) shall occur on such date as determined by the General Partner and all subsequent Closings (each an “Additional Closing”) shall occur on such date(s) as may be determined by the General Partner (the “Additional Closing Dates”); provided, however, that the last Closing shall occur no later than one year after the date of the Initial Closing, which date may be extended by the Board of Directors in its sole discretion (the “Final Closing Date”). The books and records of the Fund shall be amended following each Closing to reflect the identity of the Limited Partners and their respective Capital Contributions. (b) A Limited Partner making an initial Capital Commitment at an Additional Closing shall make a Capital Contribution equal to the aggregate Capital Contributions that would have been due to the Fund from such Limited Partner if such Limited Partner had been admitted at the Initial Closing and may be required, at the General Partner’s sole and absolute discretion, to pay a make-up payment (the “Make-Up Payment”) to the Fund. The amount of such Make-Up Payment will be calculated by applying an annualized rate of 8% per annum to the amount that such Limited Partner would have contributed to the Fund if such Limited Partner had participated in the Initial Closing and made Capital Contributions at such times and in proportionate amounts as existing Limited Partners that participated in the Initial Closing (i.e., the percentage of the Limited Partner’s Capital Commitment contributed at the Additional Closing would be the same percentage as the amount of Capital Contributions made by existing Limited Partners at the Initial Closing relative to such existing Limited Partners’ Capital Commitments at the Initial Closing). The 8% Make-Up Payment rate will be applied over the period of time since such Capital Contributions were made by such existing Limited Partners. Such Make-Up Payment shall not be treated as Capital Contributions and shall not reduce the amount of the contributing Limited Partner’s Capital Commitment.

Payments at Closings. (a) The Fund Company shall have one or more closings (each a “Closing”) at which time Persons may be admitted as Limited Partners Members of the Fund Company pursuant to the terms hereof and existing Limited Partners Members may be offered the opportunity to increase their Capital Commitments. The first Closing (the “Initial Closing”) shall occur on such date as determined by the General Partner Managers in their sole discretion and all subsequent Closings (each an “Additional Closing”) shall occur on such date(s) as may be determined by the General Partner Managers in their sole discretion (the “Additional Closing Dates”); provided, however, that the last Closing shall occur no later than one year after the date of the Initial Closing, which date may be accelerated or extended by the Board of Directors Managers in its their sole discretion (the “Final Closing Date”). The books and records of the Fund Company shall be amended following each Closing to reflect the identity of the Limited Partners Members and their respective Capital Contributions. (b) A Limited Partner Member making an initial Capital Commitment at an Additional Closing shall make a Capital Contribution equal to the aggregate Capital Contributions that would have been due to the Fund Company from such Limited Partner Member if such Limited Partner Member had been admitted at the Initial Closing and may be required, at the General PartnerManagement Company’s sole and absolute discretion, to pay a make-up payment (the “Make-Up Payment”) to the FundCompany. The amount of such Make-Up Payment will be calculated by applying an annualized rate of 8% per annum to the amount that such Limited Partner Member would have contributed to the Fund Company if such Limited Partner Member had participated in the Initial Closing and made Capital Contributions at such times and in proportionate amounts as existing Limited Partners Members that participated in the Initial Closing (i.e., the percentage of the Limited PartnerMember’s Capital Commitment contributed at the Additional Closing would be the same percentage as the amount of Capital Contributions made by existing Limited Partners Members at the Initial Closing relative to such existing Limited PartnersMembers’ Capital Commitments at the Initial Closing). The 8% Make-Up Payment rate will be applied over the period of time since such Capital Contributions were made by such existing Limited PartnersMembers. Such Make-Up Payment shall not be treated as Capital Contributions and shall not reduce the amount of the contributing Limited PartnerMember’s Capital Commitment.