Common use of Representations and Warranties of the Subscriber Clause in Contracts

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Fund as of the date of this Agreement and as of the date of any capital contribution, payment for the Escrow Fee, and or payment of any Organization Fee to the Fund (and the Subscriber agrees to notify the Fund in writing immediately if any changes in the information set forth in this Agreement occur): (a) The Subscriber is an "Accredited Investor" within the meaning of Rule 501 under the Securities Act of 1933 (the "Securities Act") and has completed Exhibit B indicating how the Subscriber qualifies as an Accredited Investor. (b) Neither the Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event") as set forth on Exhibit D, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (c) The Subscriber is purchasing the Interest solely for the Subscriber's own account for investment purposes only and not with a view to the sale or distribution of any part or all of the Interest by public or private sale or other disposition. The Subscriber understands that no public market exists for the Interest and that the Interest may have to be held for an indefinite period of time. The Subscriber also acknowledges that it generally will be prohibited from exchanging, assigning, transferring, selling, pledging, granting security over, hypothecating or otherwise disposing of all or any part of its Interest without, among other things, the prior written consent of the General Partner. The Subscriber has no intention of selling, granting any participation in or otherwise dividing, distributing or disposing of any portion of the Interest, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor (as defined below) will benefit as provided in plan documents. (d) The Subscriber understands that the Interest has not been and will not be registered under the Securities Act, or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities administrator, or registered or qualified under any state securities law. The Interest is being offered and sold in reliance on exemptions from the registration requirements of both the Securities Act and applicable state securities laws, and the Interest may not be transferred by the Subscriber except in compliance with the Limited Partnership Agreement and applicable laws and regulations. (e) The Subscriber (either alone or with the Subscriber's professional advisers who are unaffiliated with the Fund, the General Partner, or its affiliates) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Interest and has the capacity to protect the Subscriber's own interest in connection with the Subscriber's proposed investment in the Fund. The Subscriber understands that an investment in the Fund is highly speculative and the Subscriber is able to bear the economic risk of the investment for an indefinite period of time and the loss of the Subscriber's entire investment. (f) The Subscriber has been provided an opportunity to obtain additional information concerning the offering of the Interests, the Fund and all other information to the extent the General Partner possesses or can acquire such information without unreasonable effort or expense and has been given the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms and conditions of the offering of Interests, the Fund and any other matters pertaining thereto. All questions of the Subscriber related to the Subscriber's investment in the Fund have been answered to the full satisfaction of the Subscriber and the Subscriber has received all the information the Subscriber considers necessary or appropriate for deciding whether to purchase the Interest. (g) This Agreement, upon acceptance by the Fund, will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by principles of equity. (h) If the Subscriber is a natural person, the Subscriber (i) has full legal capacity to acquire and hold an Interest, execute and deliver this Agreement and to perform the Subscriber's obligations in this Agreement, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, and (ii) is a bona fide resident of the state of residence set forth on Exhibit A and has no present intention of becoming a resident of any other state or jurisdiction. If the Subscriber lives in a community property state in the United States, either (i) the source of the capital contributions to be made by the Subscriber in satisfaction of its Commitment will be the Subscriber's separate property and the Subscriber will hold the Interest as its separate property, or (ii) the Subscriber has the authority alone to bind the community property with respect to this Agreement, the Limited Partnership Agreement, and all agreements contemplated hereby and thereby. (i) If the Subscriber is not a natural person, the Subscriber (i) is duly organized and has all requisite power to acquire and hold an Interest, execute and deliver this Agreement and perform its obligations this Agreement requires, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, (ii) has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and (iii) was not organized for the specific purpose of acquiring the Interest. Furthermore, the person executing and delivering this Agreement and any other documents or instruments on behalf of the Subscriber has all requisite power, authority, and capacity to execute and deliver such documents and instruments, and, upon the General Partner's or the Administrative Manager's request, will furnish the General Partner or the Administrative Manager with true and correct copies of Investor's current governing documents or any other documents reasonably requested by the Investment Adviser to establish such requisite power, authority and capacity. (j) Other than as set forth in this Agreement or in the Limited Partnership Agreement (and any separate agreement in writing with the Fund executed in conjunction with the Subscriber's subscription for the Interest), the Subscriber is not relying upon any information, representation or warranty by the Fund, the General Partner or any of its respective agents or representatives in determining to invest in the Fund. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber's own advisers as to the financial, tax, legal and other matters concerning an investment in the Interest and on that basis and the basis of its own independent investigations, without the assistance of the Fund, the General Partner, the Administrative Manager, or any of its respective agents or representatives, believes that an investment in the Fund is suitable and appropriate for the Subscriber. Subscriber hereby represents and warrants that it has had its own independent legal counsel review and approve all of the legal documents executed in connection with its Subscription. (k) The Subscriber has received and read a copy of the Fund's confidential private placement memorandum (the "Memorandum") and understands the risks and expenses of an investment in, the Fund. The Subscriber acknowledges that it has reviewed and understands the "Conflicts of Interest" section of the Memorandum, and further understands that (i) the General Partner, the Administrative Manager, and their affiliates (A) may carry on investment activities for their own accounts, for family members and friends who do not invest in the Fund; (B) may give advice and recommend investments to their respective family and friends that differs from advice given to, xx investments recommended or bought for, the Fund, even though their business or investment objectives may be the same or similar; and (C) will be engaged in activities, including investment activities, apart from their management of the Fund as permitted by this Agreement; (ii) certain employees of the General Partner are expected to continue to perform services for the General Partner and its affiliates, as well as for new investment funds and accounts that the General Partner may hereafter establish in such manner as the General Partner, in its sole discretion, deems appropriate (subject to the limitations on the timing of such establishment, as described below); (iii) certain other selling, general and administrative expenses will be shared by the Fund and companies affiliated with the General Partner; (iv) the Fund may co-invest with affiliates of the General Partner; and (v) the Fund may use affiliates of the General Partner to provide certain services to the Fund. The Subscriber was offered the Interest through private negotiations and not through any general solicitation or general advertising, unless the Interest is being offered pursuant to Rule 506(c) under the Securities Act. (l) The Subscriber understands and acknowledges that (i) any description of the Fund's business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates, projections and forward-looking statements were based upon the best judgment of the Fund's management at the time the estimates or projections were made and that whether or not the estimates, projections or forward-looking statements will materialize will depend upon many factors that are out of the control of the Fund and (iii) there is no assurance that any projections, estimates or forward-looking statements will be attained. (m) The Subscriber acknowledges and agrees that it will be subject to the Management Fee, Organization Fee and Escrow Fee, each as defined and described in the Limited Partnership Agreement or herein. In addition, the Investor understands that the General Partner will be entitled to receive carried interest distributions with respect to the Subscriber in accordance with the terms set forth in the Limited Partnership Agreement. The Subscriber represents and warrants that: (i) this Agreement constitutes an arm's-length contract between the Subscriber, the other Limited Partners and the General Partner; and (ii) the Subscriber fully understands the foregoing compensation arrangements and the risks associated therewith, including the fact that carried interest payments may create an incentive for the General Partner and the Investment Adviser to engage in more speculative investment activities than might be the case if only a Management Fee was charged. (n) The Subscriber's information provided in this Agreement (including the exhibits hereto) is complete and accurate and may be relied upon by the Fund and the General Partner. Additionally, by executing the Agreement, the Subscriber acknowledges and agrees that any identifying information or documentation regarding the Subscriber and/or its suitability to invest in the Fund that was furnished by the Subscriber to the Fund, the General Partner or their affiliates online, or via e-mail, whether in connection with this subscription or previously, may be made available to the General Partner, remains true and correct in all respects and may, at the discretion of the General Partner, be incorporated by reference herein (collectively, "Supporting Documents"). (o) Neither this Subscription nor any of the Subscriber's contributions in satisfaction of its Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. The Subscriber understands and agrees that the Fund may undertake any actions that the Fund deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. In furtherance of those efforts, the Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber's knowledge based on reasonable investigation: (i) None of the Subscriber's capital contributions to the Fund (whether payable in cash or otherwise) will be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (ii) None of the Subscriber's capital contributions to the Fund will cause the Fund or any of its personnel to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti- Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (iii) The Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the Fund's own internal anti-money laundering policies, the Fund and the General Partner may require further identification of the Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, or distributions made. When requested by the General Partner, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the General Partner may release confidential information about the Subscriber (and, if applicable, any underlying beneficial owner or Related Person1 to any person) if the General Partner has determined that the release is necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities; provided, that prior to releasing the information, the General Partner will confirm with counsel that the release is necessary to so ensure said compliance. (p) Except as otherwise disclosed in writing to the General Partner, the Subscriber represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined below), nor any person or entity controlled by, controlling or under common control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor;2 (ii) a Senior Foreign Political Figure,3 any member of a Senior Foreign Political Figure's "immediate family," which includes the figure's parents, siblings, spouse, children and in-laws, or any Close Associate4 of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;5 1 For purposes of this subparagraph (n) and subparagraph (o) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "Qualified Plan"), the term "Related Person" will exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Fund as 1. As of the date of this Agreement and as of the date of any capital contributionpayment date, payment for the Escrow Fee, Subscriber represents and or payment of any Organization Fee warrants to the Fund (and the Subscriber agrees to notify the Fund in writing immediately if any changes in the information set forth in this Agreement occur):Issuer as follows: (a1) The Subscriber is (i) an "Accredited Investor" “accredited investor” (within the meaning of Rule 501 501(a) of Regulation D under the Securities Act of 1933 1933, as amended (the "“Securities Act"”)), in each case, satisfying the applicable requirements set forth in the Securities Act, (ii) acquiring the Bonds only for its own account and has completed Exhibit B indicating how not for the account of others, , and (iii) not acquiring the Bonds with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any other securities laws of the United States or any other jurisdiction. Subscriber qualifies as is not an Accredited Investorentity formed for the specific purpose of acquiring the Bonds. (b2) Neither Subscriber is a sophisticated investor, experienced in investing in securities transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and has exercised independent judgment in evaluating its participation in the Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any acquisition of the "Bad Actor" disqualifications described Bonds. (3) Subscriber understands that the Bonds are being offered in Rule 506(d)(1)(i) to (viii) a transaction not involving any public offering within the meaning of the Securities Act, and that the Bonds have not been registered under the Securities Act (or any other securities laws of the United States or any other jurisdiction, and as a "Disqualification Event") as set forth on Exhibit Dresult, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (c) The the distribution of the Bonds to Subscriber is purchasing being made pursuant to an exemption from registration under the Interest solely for the Subscriber's own account for investment purposes only and not with a view to the sale or distribution of any part or all of the Interest by public or private sale or other dispositionSecurities Act. The Subscriber understands that no public market exists for the Interest Bonds may not be resold, transferred, pledged, or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within the meaning of Regulation S under the Securities Act, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates or book entries representing the Interest Bonds (if any) shall contain a legend to such effect. Subscriber acknowledges that the Bonds will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act and will not be immediately eligible for resale pursuant to Rule 144 promulgated under the Securities Act. Subscriber understands and agrees that the Bonds will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, Subscriber may have not be able to readily resell the Bonds and may be held required to bear the financial risk of an investment in the Bonds for an indefinite period of time. The Subscriber also understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge, or transfer of any of the Bonds. By making the representations herein, Subscriber does not agree to hold any of the Bonds for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of the Bonds at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (4) Subscriber understands and agrees that Subscriber is acquiring the Bonds directly from the Issuer. Subscriber further acknowledges that there have been no representations, warranties, covenants, or agreements made to Subscriber by the Issuer or any of its affiliates or control persons, officers, directors, employees, agents, partners or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of the Issuer expressly set forth in this Agreement, and Subscriber is not relying on any representations, warranties or covenants other than those made by the Issuer expressly set forth in this Agreement. (5) Subscriber represents and warrants that it (i) is acquiring the Bonds for investment, (ii) has no current plan or intention to dispose of or otherwise transfer the Bonds and (iii) is under no binding agreement to dispose of or otherwise transfer the Bonds. (6) In making its decision to acquire the Bonds, Subscriber represents that it has relied solely upon independent investigation made by Subscriber. Subscriber acknowledges and agrees that Subscriber has received access to and has had an adequate opportunity to review and understand such financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Bonds, including with respect to the Issuer, the acquisition of the Bonds or the other transactions contemplated by the Agreement and has made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Subscriber’s investment in the Bonds. Without limiting the generality of the foregoing, Subscriber acknowledges that it generally will be prohibited from exchanginghas had an opportunity to review the documents available on the Securities and Exchange Commission’s (the “Commission”) XXXXX system. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), assigningif any, transferringhave had the full opportunity to ask such questions, sellingreceive such answers, pledgingand obtain such information as Subscriber and such Subscriber’s professional advisor(s), granting security overif any, hypothecating or otherwise disposing of all or any part of its Interest without, among other thingshave deemed necessary to make an investment decision with respect to the Bonds and conducted and completed their own independent diligence concerning the Issuer, the prior written consent Bonds, the offer of the General PartnerBonds and the other transactions contemplated by this Agreement. The Based upon such information as Subscriber has no intention of sellingdeemed appropriate, granting any participation in or otherwise dividingSubscriber has independently made its own analysis and decision to acquire the Bonds and enter into the transactions contemplated herein. Except for the representations, distributing or disposing of any portion warranties and agreements of the InterestIssuer expressly set forth in this Agreement, except that participants in Subscriber is relying exclusively on its own sources of information, investment analysis and beneficiaries due diligence (including professional advice it deems appropriate) with respect to the Issuer or the Bonds, the offer of any Subscriber that is a Qualified Plan Investor (as defined below) will benefit as provided in plan documentsthe Bonds or the other transactions contemplated by this Agreement. (d7) Subscriber became aware of this transaction solely by means of direct contact between Subscriber, on the one hand, and the Issuer or its representatives, on the other hand. The Bonds were offered to Subscriber understands solely by such direct contact. Subscriber did not become aware of this transaction, nor were the Bonds offered to Subscriber, by any other means. Subscriber acknowledges that the Interest has Bonds (i) were not been and will not be registered offered to it by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act, or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities administrator, or registered or qualified under any state securities law. The Interest is (ii) are not being offered and sold to it in reliance on exemptions from the registration requirements of both a manner involving a public offering under, or, to its knowledge, in a distribution in violation of, the Securities Act and or any other applicable state securities laws, and the Interest may not be transferred by the Subscriber except in compliance with the Limited Partnership Agreement and applicable laws and regulations. (e) The 8) Subscriber (either alone or acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Bonds, including those set forth in the Parent Company’s documents filed with the Subscriber's professional advisers who are unaffiliated with Commission. Subscriber is a sophisticated investor, is able to fend for itself in the Fundtransactions contemplated herein, the General Partner, or its affiliates) has such knowledge and experience in financial and business matters that the Subscriber is as to be capable of evaluating the merits and risks of an investment in the Interest Bonds. Subscriber acknowledges that Subscriber shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Agreement, and that neither the Issuer nor any of its agents or affiliates, have provided any tax advice or any other representation or guarantee, whether written or oral, regarding the tax consequences of the transactions contemplated by this Agreement. (9) Subscriber represents and acknowledges that Subscriber, alone, or together with its professional advisor(s), if any, has adequately analyzed and fully considered the capacity to protect the Subscriber's own interest in connection with the Subscriber's proposed investment in the Fund. The Subscriber understands that risks of an investment in the Fund is highly speculative Bonds and determined that the Bonds are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of the investment for an indefinite period of time and the a total loss of Subscriber’s investment in the Subscriber's entire investmentIssuer. Subscriber acknowledges specifically that a possibility of total loss exists. (f10) The Subscriber understands and agrees that no United States federal or state agency has been provided an opportunity to obtain additional information concerning passed upon or endorsed the offering merits of the Interests, acquisition of the Fund and all other information Bonds or made any findings or determination as to the extent the General Partner possesses or can acquire such information without unreasonable effort or expense and has been given the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms and conditions fairness of the offering of Interests, the Fund and any other matters pertaining thereto. All questions of the Subscriber related to the Subscriber's an investment in the Fund have been answered to the full satisfaction of the Subscriber and the Subscriber has received all the information the Subscriber considers necessary or appropriate for deciding whether to purchase the InterestBonds. (g11) This Agreement, upon acceptance by Neither Subscriber nor any other persons acting on behalf of Subscriber for the Fund, will constitute a valid and legally binding obligation purposes of the Subscriber, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by principles of equity. (h) If the Subscriber this Agreement is a natural person, the Subscriber (i) has full legal capacity to acquire and hold an Interest, execute and deliver this Agreement and to perform the Subscriber's obligations in this Agreement, none of which conflicts with, a person or constitutes a default under, entity named on any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or sanctions list maintained by which the Subscriber is or may be bound, and (ii) is a bona fide resident of the state of residence set forth on Exhibit A and has no present intention of becoming a resident of any other state or jurisdiction. If the Subscriber lives in a community property state in the United States, either (i) the source U.S. Department of the capital contributions to be made by Treasury’s Office of Foreign Assets Control, including, but not limited to, the Subscriber in satisfaction List of its Commitment will be Specially Designated Nationals and Blocked Persons, the Subscriber's separate property and the Subscriber will hold the Interest as its separate propertyForeign Sanctions Evaders List, or the Sectoral Sanctions Identification List, (ii) the Subscriber has European Union, (iii) the authority alone to bind United Nations Security Council, (iv) the community property with respect to this Agreementgovernment of the United Kingdom, including HM Treasury, or (v) any individual European Union member state (clauses (A)-(E), collectively, “Sanctions Bodies” and the sanctions lists maintained by the Sanctions Bodies, the Limited Partnership Agreement, and all agreements contemplated hereby and thereby. (i) If the Subscriber is not a natural person, the Subscriber (i) is duly organized and has all requisite power to acquire and hold an Interest, execute and deliver this Agreement and perform its obligations this Agreement requires, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound“Sanctions Lists”), (ii) has taken 50% or more owned or controlled by, or acting on behalf of, a person, that is named on a list maintained by any Sanctions Body, (iii) organized, incorporated, established, located, resident in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of Cuba, Iran, North Korea, Syria, the Crimea region and the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other country or territory embargoed or subject to substantial trade restrictions by any Sanctions Body, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Subscriber”). (12) Subscriber is not currently (and at all necessary action to duly authorize times through the execution, delivery and performance execution of this Agreement and will refrain from being or becoming) a member of a “group” (iiiwithin the meaning of Section 13(d)(3) was not organized or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision), including any group acting for the specific purpose of acquiring the Interest. Furthermoreacquiring, the person executing and delivering this Agreement and any other documents holding, or instruments on behalf disposing of securities of the Subscriber has all requisite power, authority, and capacity to execute and deliver such documents and instruments, and, upon the General Partner's Issuer or the Administrative Manager's request, will furnish Parent Company (within the General Partner or meaning of Rule 13d-5(b)(1) under the Administrative Manager with true and correct copies of Investor's current governing documents or any other documents reasonably requested by the Investment Adviser to establish such requisite power, authority and capacityExchange Act). (j13) Other than as set forth in this Agreement or in the Limited Partnership Agreement (and any separate agreement in writing with the Fund executed in conjunction with the Subscriber's subscription for the Interest), the Subscriber is not relying upon any information, representation or warranty by the Fund, the General Partner or any of its respective agents or representatives in determining to invest in the Fund. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber's own advisers as to the financial, tax, legal and other matters concerning an investment in the Interest and on that basis and the basis of its own independent investigations, without the assistance of the Fund, the General Partner, the Administrative Manager, or any of its respective agents or representatives, believes that an investment in the Fund is suitable and appropriate for the Subscriber. Subscriber hereby represents and warrants that it has had its own independent legal counsel review and approve all of the legal documents executed in connection with its Subscription. (k) The Subscriber has received and read a copy of the Fund's confidential private placement memorandum (the "Memorandum") and understands the risks and expenses of an investment in, the Fund. The Subscriber acknowledges that it has reviewed and understands the "Conflicts of Interest" section of the Memorandum, and further understands that (i) the General Partner, the Administrative Manager, and their affiliates (A) may carry on investment activities for their own accounts, for family members and friends who do not invest in the Fund; (B) may give advice and recommend investments to their respective family and friends that differs from advice given to, xx investments recommended or bought for, the Fund, even though their business or investment objectives may be the same or similar; and (C) will be engaged in activities, including investment activities, apart from their management of the Fund as permitted by this Agreement; (ii) certain employees of the General Partner are expected to continue to perform services for the General Partner and its affiliates, as well as for new investment funds and accounts that the General Partner may hereafter establish in such manner as the General Partner, in its sole discretion, deems appropriate (subject to the limitations on the timing of such establishment, as described below); (iii) certain other selling, general and administrative expenses will be shared by the Fund and companies affiliated with the General Partner; (iv) the Fund may co-invest with affiliates of the General Partner; and (v) the Fund may use affiliates of the General Partner to provide certain services to the Fund. The Subscriber was offered the Interest through private negotiations and not through any general solicitation or general advertising, unless the Interest is being offered pursuant to Rule 506(c) under the Securities Act. (l) The Subscriber understands and acknowledges that (i) any description of the Fund's business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates, projections and forward-looking statements were based upon the best judgment of the Fund's management at the time the estimates or projections were made and that whether or not the estimates, projections or forward-looking statements will materialize will depend upon many factors that are out of the control of the Fund and (iii) there is no assurance that any projections, estimates or forward-looking statements will be attained. (m) The Subscriber acknowledges and agrees that it will be subject not, nor will any person acting at Subscriber’s direction or pursuant to any understanding with Subscriber, directly or indirectly offer, sell, pledge, contract to sell, sell any option, engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, including all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage or other similar financing arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers, of the Bonds until the consummation of this Transaction. (14) To Subscriber’s knowledge, no foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Issuer or the Parent Company as a result of the acquisition by Subscriber of the Bonds hereunder such that a declaration to the Management FeeCommittee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, Organization Fee and Escrow Fee, each no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Issuer or the Parent Company from and described after the consummation of this transaction as a result of the acquisition of the Bonds hereunder. (15) No broker, finder or other financial consultant has acted on behalf of or at the direction of Subscriber in the Limited Partnership connection with this Agreement or herein. In additionthe transactions contemplated hereby in such a way as to create any liability on the Parent Company or any of its subsidiaries. (16) Subscriber acknowledges that (i) the Issuer currently has, and later may come into possession of, information regarding the Investor understands Issuer that is not known to Subscriber and that may be material to enter into this Agreement (“Excluded Information”), and (ii) Subscriber has determined to enter into this Agreement to acquire the General Partner will be entitled to receive carried interest distributions Bonds notwithstanding Subscriber’s lack of knowledge of the Excluded Information. (17) Subscriber acknowledges its obligations under applicable securities laws with respect to the Subscriber in accordance with treatment of non-public information relating to the terms set forth in the Limited Partnership Agreement. The Subscriber represents and warrants that: (i) this Agreement constitutes an arm's-length contract between the Subscriber, the other Limited Partners Issuer and the General Partner; and (ii) the Subscriber fully understands the foregoing compensation arrangements and the risks associated therewith, including the fact that carried interest payments may create an incentive for the General Partner and the Investment Adviser to engage in more speculative investment activities than might be the case if only a Management Fee was chargedParent Company. (n) The Subscriber's information provided in this Agreement (including the exhibits hereto) is complete and accurate and may be relied upon by the Fund and the General Partner. Additionally, by executing the Agreement, the Subscriber acknowledges and agrees that any identifying information or documentation regarding the Subscriber and/or its suitability to invest in the Fund that was furnished by the Subscriber to the Fund, the General Partner or their affiliates online, or via e-mail, whether in connection with this subscription or previously, may be made available to the General Partner, remains true and correct in all respects and may, at the discretion of the General Partner, be incorporated by reference herein (collectively, "Supporting Documents"). (o) Neither this Subscription nor any of the Subscriber's contributions in satisfaction of its Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. The Subscriber understands and agrees that the Fund may undertake any actions that the Fund deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. In furtherance of those efforts, the Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber's knowledge based on reasonable investigation: (i) None of the Subscriber's capital contributions to the Fund (whether payable in cash or otherwise) will be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (ii) None of the Subscriber's capital contributions to the Fund will cause the Fund or any of its personnel to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti- Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (iii) The Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the Fund's own internal anti-money laundering policies, the Fund and the General Partner may require further identification of the Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, or distributions made. When requested by the General Partner, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the General Partner may release confidential information about the Subscriber (and, if applicable, any underlying beneficial owner or Related Person1 to any person) if the General Partner has determined that the release is necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities; provided, that prior to releasing the information, the General Partner will confirm with counsel that the release is necessary to so ensure said compliance. (p) Except as otherwise disclosed in writing to the General Partner, the Subscriber represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined below), nor any person or entity controlled by, controlling or under common control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor;2 (ii) a Senior Foreign Political Figure,3 any member of a Senior Foreign Political Figure's "immediate family," which includes the figure's parents, siblings, spouse, children and in-laws, or any Close Associate4 of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;5 1 For purposes of this subparagraph (n) and subparagraph (o) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "Qualified Plan"), the term "Related Person" will exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Fund as of the date of this Agreement and as of the date of any capital contribution, payment for the Escrow Fee, and or payment of any Organization Fee to the Fund (and the Subscriber agrees to notify the Fund in writing immediately if any changes in the information set forth in this Agreement occur): (a) The Subscriber is an "“Accredited Investor" ” within the meaning of Rule 501 under the Securities Act of 1933 (the "“Securities Act"”) and has completed Exhibit B indicating how the Subscriber qualifies as an Accredited Investor. (b) Neither the Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any of the "“Bad Actor" ” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "“Disqualification Event"”) as set forth on Exhibit D, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (c) The Subscriber is purchasing the Interest solely for the Subscriber's ’s own account for investment purposes only and not with a view to the sale or distribution of any part or all of the Interest by public or private sale or other disposition. The Subscriber understands that no public market exists for the Interest and that the Interest may have to be held for an indefinite period of time. The Subscriber also acknowledges that it generally will be prohibited from exchanging, assigning, transferring, selling, pledging, granting security over, hypothecating or otherwise disposing of all or any part of its Interest without, among other things, the prior written consent of the General Partner. The Subscriber has no intention of selling, granting any participation in or otherwise dividing, distributing or disposing of any portion of the Interest, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor (as defined below) will benefit as provided in plan documents. (d) The Subscriber understands that the Interest has not been and will not be registered under the Securities Act, or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities administrator, or registered or qualified under any state securities law. The Interest is being offered and sold in reliance on exemptions from the registration requirements of both the Securities Act and applicable state securities laws, and the Interest may not be transferred by the Subscriber except in compliance with the Limited Partnership Agreement and applicable laws and regulations. (e) The Subscriber (either alone or with the Subscriber's ’s professional advisers who are unaffiliated with the Fund, the General Partner, or its affiliates) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Interest and has the capacity to protect the Subscriber's ’s own interest in connection with the Subscriber's ’s proposed investment in the Fund. The Subscriber understands that an investment in the Fund is highly speculative and the Subscriber is able to bear the economic risk of the investment for an indefinite period of time and the loss of the Subscriber's ’s entire investment. (f) The Subscriber has been provided an opportunity to obtain additional information concerning the offering of the Interests, the Fund and all other information to the extent the General Partner possesses or can acquire such information without unreasonable effort or expense and has been given the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms and conditions of the offering of Interests, the Fund and any other matters pertaining thereto. All questions of the Subscriber related to the Subscriber's ’s investment in the Fund have been answered to the full satisfaction of the Subscriber and the Subscriber has received all the information the Subscriber considers necessary or appropriate for deciding whether to purchase the Interest. (g) This Agreement, upon acceptance by the Fund, will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' ’ rights generally and by principles of equity. (h) If the Subscriber is a natural person, the Subscriber (i) has full legal capacity to acquire and hold an Interest, execute and deliver this Agreement and to perform the Subscriber's ’s obligations in this Agreement, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, and (ii) is a bona fide resident of the state of residence set forth on Exhibit A and has no present intention of becoming a resident of any other state or jurisdiction. If the Subscriber lives in a community property state in the United States, either (i) the source of the capital contributions to be made by the Subscriber in satisfaction of its Commitment will be the Subscriber's ’s separate property and the Subscriber will hold the Interest as its separate property, or (ii) the Subscriber has the authority alone to bind the community property with respect to this Agreement, the Limited Partnership Agreement, and all agreements contemplated hereby and thereby. (i) If the Subscriber is not a natural person, the Subscriber (i) is duly organized and has all requisite power to acquire and hold an Interest, execute and deliver this Agreement and perform its obligations this Agreement requires, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, (ii) has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and (iii) was not organized for the specific purpose of acquiring the Interest. Furthermore, the person executing and delivering this Agreement and any other documents or instruments on behalf of the Subscriber has all requisite power, authority, and capacity to execute and deliver such documents and instruments, and, upon the General Partner's ’s or the Administrative Manager's ’s request, will furnish the General Partner or the Administrative Manager with true and correct copies of Investor's ’s current governing documents or any other documents reasonably requested by the Investment Adviser to establish such requisite power, authority and capacity. (j) Other than as set forth in this Agreement or in the Limited Partnership Agreement (and any separate agreement in writing with the Fund executed in conjunction with the Subscriber's ’s subscription for the Interest), the Subscriber is not relying upon any information, representation or warranty by the Fund, the General Partner or any of its respective agents or representatives in determining to invest in the Fund. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber's ’s own advisers as to the financial, tax, legal and other matters concerning an investment in the Interest and on that basis and the basis of its own independent investigations, without the assistance of the Fund, the General Partner, the Administrative Manager, or any of its respective agents or representatives, believes that an investment in the Fund is suitable and appropriate for the Subscriber. Subscriber hereby represents and warrants that it has had its own independent legal counsel review and approve all of the legal documents executed in connection with its Subscription. (k) The Subscriber has received and read a copy of the Fund's ’s confidential private placement memorandum (the "“Memorandum"”) and understands the risks and expenses of an investment in, the Fund. The Subscriber acknowledges that it has reviewed and understands the "“Conflicts of Interest" ” section of the Memorandum, and further understands that (i) the General Partner, the Administrative Manager, and their affiliates (A) may carry on investment activities for their own accounts, for family members and friends who do not invest in the Fund; (B) may give advice and recommend investments to their respective family and friends that differs from advice given to, xx investments recommended or bought for, the Fund, even though their business or investment objectives may be the same or similar; and (C) will be engaged in activities, including investment activities, apart from their management of the Fund as permitted by this Agreement; (ii) certain employees of the General Partner are expected to continue to perform services for the General Partner and its affiliates, as well as for new investment funds and accounts that the General Partner may hereafter establish in such manner as the General Partner, in its sole discretion, deems appropriate (subject to the limitations on the timing of such establishment, as described below); (iii) certain other selling, general and administrative expenses will be shared by the Fund and companies affiliated with the General Partner; (iv) the Fund may co-invest with affiliates of the General Partner; and (v) the Fund may use affiliates of the General Partner to provide certain services to the Fund. The Subscriber was offered the Interest through private negotiations and not through any general solicitation or general advertising, unless the Interest is being offered pursuant to Rule 506(c) under the Securities Act. (l) The Subscriber understands and acknowledges that (i) any description of the Fund's ’s business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates, projections and forward-looking statements were based upon the best judgment of the Fund's ’s management at the time the estimates or projections were made and that whether or not the estimates, projections or forward-looking statements will materialize will depend upon many factors that are out of the control of the Fund and (iii) there is no assurance that any projections, estimates or forward-looking statements will be attained. (m) The Subscriber acknowledges and agrees that it will be subject to the Management Fee, Organization Fee and Escrow Fee, each as defined and described in the Limited Partnership Agreement or herein. In addition, the Investor understands that the General Partner will be entitled to receive carried interest distributions with respect to the Subscriber in accordance with the terms set forth in the Limited Partnership Agreement. The Subscriber represents and warrants that: (i) this Agreement constitutes an arm'sarm’s-length contract between the Subscriber, the other Limited Partners and the General Partner; and (ii) the Subscriber fully understands the foregoing compensation arrangements and the risks associated therewith, including the fact that carried interest payments may create an incentive for the General Partner and the Investment Adviser to engage in more speculative investment activities than might be the case if only a Management Fee was charged. (n) The Subscriber's ’s information provided in this Agreement (including the exhibits hereto) is complete and accurate and may be relied upon by the Fund and the General Partner. Additionally, by executing the Agreement, the Subscriber acknowledges and agrees that any identifying information or documentation regarding the Subscriber and/or its suitability to invest in the Fund that was furnished by the Subscriber to the Fund, the General Partner or their affiliates online, or via e-mail, whether in connection with this subscription or previously, may be made available to the General Partner, remains true and correct in all respects and may, at the discretion of the General Partner, be incorporated by reference herein (collectively, "“Supporting Documents"”). (o) Neither this Subscription nor any of the Subscriber's ’s contributions in satisfaction of its Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. The Subscriber understands and agrees that the Fund may undertake any actions that the Fund deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. In furtherance of those efforts, the Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber's ’s knowledge based on reasonable investigation: (i) None of the Subscriber's ’s capital contributions to the Fund (whether payable in cash or otherwise) will be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (ii) None of the Subscriber's ’s capital contributions to the Fund will cause the Fund or any of its personnel to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti- Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (iii) The Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the Fund's ’s own internal anti-money laundering policies, the Fund and the General Partner may require further identification of the Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, or distributions made. When requested by the General Partner, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the General Partner may release confidential information about the Subscriber (and, if applicable, any underlying beneficial owner or Related Person1 to any person) if the General Partner has determined that the release is necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities; provided, that prior to releasing the information, the General Partner will confirm with counsel that the release is necessary to so ensure said compliance. (p) Except as otherwise disclosed in writing to the General Partner, the Subscriber represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined below), nor any person or entity controlled by, controlling or under common control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor;2 (ii) a Senior Foreign Political Figure,3 any member of a Senior Foreign Political Figure's "’s “immediate family," ” which includes the figure's ’s parents, siblings, spouse, children and in-laws, or any Close Associate4 of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;5 1 For purposes of this subparagraph (n) and subparagraph (o) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "“Qualified Plan"”), the term "“Related Person" ” will exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Fund as of the date of this Agreement and as of the date of any capital contribution, payment for the Escrow Fee, and or payment of any Organization Fee to the Fund (and the Subscriber agrees to notify the Fund in writing immediately if any changes in the information set forth in this Agreement occur): (a) The Subscriber is an "Accredited Investor" within the meaning of Rule 501 under the Securities Act of 1933 (the "Securities Act") and has completed Exhibit B indicating how the Subscriber qualifies as an Accredited Investor. (b) Neither the Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event") as set forth on Exhibit D, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (c) The Subscriber is purchasing the Interest solely for the Subscriber's own account for investment purposes only and not with a view to the sale or distribution of any part or all of the Interest by public or private sale or other disposition. The Subscriber understands that no public market exists for the Interest and that the Interest may have to be held for an indefinite period of time. The Subscriber also acknowledges that it generally will be prohibited from exchanging, assigning, transferring, selling, pledging, granting security over, hypothecating or otherwise disposing of all or any part of its Interest without, among other things, the prior written consent of the General Partner. The Subscriber has no intention of selling, granting any participation in or otherwise dividing, distributing or disposing of any portion of the Interest, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor (as defined below) will benefit as provided in plan documents. (d) The Subscriber understands that the Interest has not been and will not be registered under the Securities Act, or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities administrator, or registered or qualified under any state securities law. The Interest is being offered and sold in reliance on exemptions from the registration requirements of both the Securities Act and applicable state securities laws, and the Interest may not be transferred by the Subscriber except in compliance with the Limited Partnership Agreement and applicable laws and regulations. (e) The Subscriber (either alone or with the Subscriber's professional advisers who are unaffiliated with the Fund, the General Partner, or its affiliates) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Interest and has the capacity to protect the Subscriber's own interest in connection with the Subscriber's proposed investment in the Fund. The Subscriber understands that an investment in the Fund is highly speculative and the Subscriber is able to bear the economic risk of the investment for an indefinite period of time and the loss of the Subscriber's entire investment. (f) The Subscriber has been provided an opportunity to obtain additional information concerning the offering of the Interests, the Fund and all other information to the extent the General Partner possesses or can acquire such information without unreasonable effort or expense and has been given the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms and conditions of the offering of Interests, the Fund and any other matters pertaining thereto. All questions of the Subscriber related to the Subscriber's investment in the Fund have been answered to the full satisfaction of the Subscriber and the Subscriber has received all the information the Subscriber considers necessary or appropriate for deciding whether to purchase the Interest. (g) This Agreement, upon acceptance by the Fund, will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by principles of equity. (h) If the Subscriber is a natural person, the Subscriber (i) has full legal capacity to acquire and hold an Interest, execute and deliver this Agreement and to perform the Subscriber's obligations in this Agreement, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, and (ii) is a bona fide resident of the state of residence set forth on Exhibit A and has no present intention of becoming a resident of any other state or jurisdiction. If the Subscriber lives in a community property state in the United States, either (i) the source of the capital contributions to be made by the Subscriber in satisfaction of its Commitment will be the Subscriber's separate property and the Subscriber will hold the Interest as its separate property, or (ii) the Subscriber has the authority alone to bind the community property with respect to this Agreement, the Limited Partnership Agreement, and all agreements contemplated hereby and thereby. (i) If the Subscriber is not a natural person, the Subscriber (i) is duly organized and has all requisite power to acquire and hold an Interest, execute and deliver this Agreement and perform its obligations this Agreement requires, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, (ii) has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and (iii) was not organized for the specific purpose of acquiring the Interest. Furthermore, the person executing and delivering this Agreement and any other documents or instruments on behalf of the Subscriber has all requisite power, authority, and capacity to execute and deliver such documents and instruments, and, upon the General Partner's or the Administrative Manager's request, will furnish the General Partner or the Administrative Manager with true and correct copies of Investor's current governing documents or any other documents reasonably requested by the Investment Adviser to establish such requisite power, authority and capacity. (j) Other than as set forth in this Agreement or in the Limited Partnership Agreement (and any separate agreement in writing with the Fund executed in conjunction with the Subscriber's subscription for the Interest), the Subscriber is not relying upon any information, representation or warranty by the Fund, the General Partner or any of its respective agents or representatives in determining to invest in the Fund. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber's own advisers as to the financial, tax, legal and other matters concerning an investment in the Interest and on that basis and the basis of its own independent investigations, without the assistance of the Fund, the General Partner, the Administrative Manager, or any of its respective agents or representatives, believes that an investment in the Fund is suitable and appropriate for the Subscriber. Subscriber hereby represents and warrants that it has had its own independent legal counsel review and approve all of the legal documents executed in connection with its Subscription. (k) The Subscriber has received and read a copy of the Fund's confidential private placement memorandum (the "Memorandum") and understands the risks and expenses of an investment in, the Fund. The Subscriber acknowledges that it has reviewed and understands the "Conflicts of Interest" section of the Memorandum, and further understands that (i) the General Partner, the Administrative Manager, and their affiliates (A) may carry on investment activities for their own accounts, for family members and friends who do not invest in the Fund; (B) may give advice and recommend investments to their respective family and friends that differs from advice given to, xx investments recommended or bought for, the Fund, even though their business or investment objectives may be the same or similar; and (C) will be engaged in activities, including investment activities, apart from their management of the Fund as permitted by this Agreement; (ii) certain employees of the General Partner are expected to continue to perform services for the General Partner and its affiliates, as well as for new investment funds and accounts that the General Partner may hereafter establish in such manner as the General Partner, in its sole discretion, deems appropriate (subject to the limitations on the timing of such establishment, as described below); (iii) certain other selling, general and administrative expenses will be shared by the Fund and companies affiliated with the General Partner; (iv) the Fund may co-invest with affiliates of the General Partner; and (v) the Fund may use affiliates of the General Partner to provide certain services to the Fund. The Subscriber was offered the Interest through private negotiations and not through any general solicitation or general advertising, unless the Interest is being offered pursuant to Rule 506(c) under the Securities Act. (l) The Subscriber understands and acknowledges that (i) any description of the Fund's business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates, projections and forward-looking statements were based upon the best judgment of the Fund's management at the time the estimates or projections were made and that whether or not the estimates, projections or forward-looking statements will materialize will depend upon many factors that are out of the control of the Fund and (iii) there is no assurance that any projections, estimates or forward-looking statements will be attained. (m) The Subscriber acknowledges and agrees that it will be subject to the Management Fee, Organization Fee and Escrow Fee, each as defined and described in the Limited Partnership Agreement or herein. In addition, the Investor understands that the General Partner will be entitled to receive carried interest distributions with respect to the Subscriber in accordance with the terms set forth in the Limited Partnership Agreement. The Subscriber represents and warrants that: (i) this Agreement constitutes an arm's-length contract between the Subscriber, the other Limited Partners and the General Partner; and (ii) the Subscriber fully understands the foregoing compensation arrangements and the risks associated therewith, including the fact that carried interest payments may create an incentive for the General Partner and the Investment Adviser to engage in more speculative investment activities than might be the case if only a Management Fee was charged. (n) The Subscriber's information provided in this Agreement (including the exhibits hereto) is complete and accurate and may be relied upon by the Fund and the General Partner. Additionally, by executing the Agreement, the Subscriber acknowledges and agrees that any identifying information or documentation regarding the Subscriber and/or its suitability to invest in the Fund that was furnished by the Subscriber to the Fund, the General Partner or their affiliates online, or via e-mail, whether in connection with this subscription or previously, may be made available to the General Partner, remains true and correct in all respects and may, at the discretion of the General Partner, be incorporated by reference herein (collectively, "Supporting Documents"). (o) Neither this Subscription nor any of the Subscriber's contributions in satisfaction of its Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. The Subscriber understands and agrees that the Fund may undertake any actions that the Fund deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. In furtherance of those efforts, the Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber's knowledge based on reasonable investigation: (i) None of the Subscriber's capital contributions to the Fund (whether payable in cash or otherwise) will be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (ii) None of the Subscriber's capital contributions to the Fund will cause the Fund or any of its personnel to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti- Terrorist AntiTerrorist Financing Act of 2001, and any regulations promulgated thereunder. (iii) The Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the Fund's own internal anti-money laundering policies, the Fund and the General Partner may require further identification of the Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, or distributions made. When requested by the General Partner, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the General Partner may release confidential information about the Subscriber (and, if applicable, any underlying beneficial owner or Related Person1 to any person) 1 For purposes of this subparagraph (n) and subparagraph (o) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "Qualified Plan"), if the General Partner has determined that the release is necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities; provided, that prior to releasing the information, the General Partner will confirm with counsel that the release is necessary to so ensure said compliance. (p) Except as otherwise disclosed in writing to the General Partner, the Subscriber represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined below), nor any person or entity controlled by, controlling or under common control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor;2 (ii) a Senior Foreign Political Figure,3 any member of a Senior Foreign Political Figure's "immediate family," which includes the figure's parents, siblings, spouse, children and in-laws, or any Close Associate4 of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;5 1 For purposes of this subparagraph (n) and subparagraph (o) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "Qualified Plan"), the term "Related Person" will exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Fund Company as of the date of this Agreement and as of the date of any capital contribution, payment for the Escrow Fee, and or payment of any Organization Fee contribution to the Fund Company (and the Subscriber agrees to notify the Fund Company in writing immediately if any changes in the information set forth in this Agreement herein occur): (a) The Subscriber represents that it is a “Qualified Purchaser”, meaning Subscriber is either (i) an "“Accredited Investor" ” within the meaning of Rule 501 under the Securities Act of 1933 (the "“Securities Act"”) in accordance with Exhibit C, (ii) a non-accredited investor and has completed Exhibit B indicating how the Subscriber qualifies as an Accredited Investorinvestment in the Class A Units does not represent more than 10% of the greater of Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). (b) Neither the Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event") as set forth on Exhibit D, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (c) The Subscriber is purchasing the Interest Class A Units solely for the Subscriber's ’s own account for investment purposes only and not with a view to the sale or distribution of any part or all of the Interest thereof by public or private sale or other disposition. The Subscriber understands that no public market exists for the Interest Class A Units and that the Interest Class A Units may have to be held for an indefinite period of time. The Subscriber also acknowledges that it generally will be prohibited from exchanging, assigning, transferring, selling, pledging, granting security over, hypothecating or otherwise disposing of all or any part of its Interest without, among other things, the prior written consent of the General Partner. The Subscriber has no intention of selling, granting any participation in or otherwise dividing, distributing or disposing of any portion of the InterestClass A Units, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor (as defined below) will shall benefit as provided in plan documents. (d) The Subscriber understands that the Interest has not been and will not be registered under the Securities Act, or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities administrator, or registered or qualified under any state securities law. The Interest is being offered and sold in reliance on exemptions from the registration requirements of both the Securities Act and applicable state securities laws, and the Interest may not be transferred by the Subscriber except in compliance with the Limited Partnership Agreement and applicable laws and regulations. (ec) The Subscriber (either alone or with the Subscriber's ’s professional advisers who are unaffiliated with the FundCompany, the General PartnerManaging Member, or its affiliates) has such knowledge knowledge, sophistication and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Interest Class A Units and has the capacity to protect the Subscriber's ’s own interest in connection with the Subscriber's ’s proposed investment in the FundClass A Units. The Subscriber understands that an investment in the Fund Class A Units is highly speculative and the Subscriber is able to bear the economic risk of the such investment for an indefinite period of time and the loss of the Subscriber's ’s entire investment. (fd) The Subscriber has been provided an opportunity to obtain additional information concerning the offering of the Interests, the Fund and all other information to the extent the General Partner possesses or can acquire such information without unreasonable effort or expense and has been given the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms and conditions of the offering of Interests, the Fund and any other matters pertaining thereto. All questions of the Subscriber related to the Subscriber's ’s investment in the Fund Class A Units have been answered to the full satisfaction of the Subscriber and the Subscriber has received all the information the Subscriber considers necessary or appropriate for deciding whether to purchase the InterestClass A Units. (ge) This Agreement, upon acceptance by the FundCompany, will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' ’ rights generally and by principles of equity. (hf) If the Subscriber is a natural person, the Subscriber (i) has full legal capacity to acquire and hold an Interest, execute and deliver this Agreement and to perform the Subscriber's Partner’s obligations in this Agreement, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, and hereunder and (ii) is a bona fide resident of the state of residence set forth on Exhibit A provided to the Company or its agent and has no present intention of becoming a resident of any other state or jurisdiction. If the Subscriber lives in a community property state in the United States, either (i) the source of the capital contributions to be made by the Subscriber in satisfaction of its Commitment will be the Subscriber's separate property and the Subscriber will hold the Interest as its separate property, or (ii) the Subscriber has the authority alone to bind the community property with respect to this Agreement, the Limited Partnership Agreement, and all agreements contemplated hereby and thereby. (ig) If the Subscriber is not a natural person, the Subscriber (i) is duly organized and has all requisite power to acquire and hold an Interest, execute and deliver this Agreement and perform its obligations this Agreement requires, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be boundhereunder, (ii) has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and (iii) was not organized for the specific purpose of acquiring the Interest. Furthermore, the person executing and delivering this Agreement and any other documents or instruments on behalf of the Subscriber has all requisite power, authority, and capacity to execute and deliver such documents and instruments, and, upon the General Partner's or the Administrative Manager's request, will furnish the General Partner or the Administrative Manager with true and correct copies of Investor's current governing documents or any other documents reasonably requested by the Investment Adviser to establish such requisite power, authority and capacityClass A Units. (jh) Other than as set forth in this Agreement herein or in the Limited Partnership Company Agreement (and any separate agreement in writing with the Fund Company executed in conjunction with the Subscriber's ’s subscription for the InterestClass A Units), the Subscriber is not relying upon any information, representation or warranty by the FundCompany, the General Partner Managing Member or any of its respective agents or representatives in determining to invest in the FundCompany. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber's ’s own advisers as to the financial, tax, legal and other matters concerning an investment in the Interest Class A Units and on that basis and the basis of its own independent investigations, without the assistance of the FundCompany, the General Partner, the Administrative Manager, Managing Member or any of its respective agents or representatives, believes that an investment in the Fund Class A Units is suitable and appropriate for the Subscriber. Subscriber hereby represents and warrants that it has had the opportunity for its own independent legal counsel review and approve all of the legal documents executed in connection with its Subscription. (ki) The Subscriber has received and read a copy of the Fund's confidential private placement memorandum Company’s Form 1A and Offering Circular (the "Memorandum"“Circular”) and understands the risks and expenses of an investment in, the FundCompany. The Subscriber acknowledges that it has reviewed and understands the "“Conflicts of Interest" ” section of the MemorandumCircular, and further understands that (i) the General Partner, the Administrative Manager, Managing Member and their its affiliates (A) may carry on investment activities for their own accounts, for family members and friends who do not invest in the FundCompany; (B) may give advice and recommend investments to their respective family and friends that differs from advice given to, xx or investments recommended or bought for, the FundCompany, even though their business or investment objectives may be the same or similar; and (C) will be engaged in activities, including investment activities, apart from their management of the Fund Company as permitted by this AgreementAgreement and (D) may direct the Company to extend loans to, purchase loans from or make investments into entities which are owned, managed, or controlled by the Managing Member and its affiliates or, as a result of which, the Managing Member or its affiliates will receive a financial benefit; (ii) certain employees of the General Partner Managing Member are expected to continue to perform services for the General Partner Managing Member and its affiliates, as well as for new other entities, investment funds and accounts that the General Partner may hereafter establish in such manner as the General PartnerManaging Member, in its sole discretion, deems appropriate (subject to the limitations on the timing of such establishment, as described below); (iii) certain other selling, general and administrative expenses will be shared by the Fund Company and companies affiliated with the General PartnerManaging Member; (iv) the Fund Company may co-invest with affiliates of the General PartnerManaging Member; and (v) the Fund Company may use affiliates of the General Partner Managing Member to provide certain services to the Fund. The Subscriber was offered the Interest through private negotiations and not through any general solicitation or general advertising, unless the Interest is being offered pursuant to Rule 506(c) under the Securities ActCompany. (lj) The Subscriber understands and acknowledges that (i) any description of the Fund's Company’s business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates, projections and forward-looking statements were based upon the best judgment of the Fund's Company’s management at the time the such estimates or projections were made and that whether or not the such estimates, Subscription Agreement page 3 projections or forward-looking statements will materialize will depend upon many factors that are out of the control of the Fund Company and (iii) there is no assurance that any projections, estimates or forward-looking statements will be attained. (m) The Subscriber acknowledges and agrees that it will be subject to the Management Fee, Organization Fee and Escrow Fee, each as defined and described in the Limited Partnership Agreement or herein. In addition, the Investor understands that the General Partner will be entitled to receive carried interest distributions with respect to the Subscriber in accordance with the terms set forth in the Limited Partnership Agreement. The Subscriber represents and warrants that: (i) this Agreement constitutes an arm's-length contract between the Subscriber, the other Limited Partners and the General Partner; and (ii) the Subscriber fully understands the foregoing compensation arrangements and the risks associated therewith, including the fact that carried interest payments may create an incentive for the General Partner and the Investment Adviser to engage in more speculative investment activities than might be the case if only a Management Fee was charged. (nk) The Subscriber's ’s information provided in this Agreement (including to the exhibits hereto) Company is complete and accurate and may be relied upon by the Fund Company and the General PartnerManaging Member. Additionally, by executing the Subscription Agreement, the Subscriber acknowledges and agrees that any identifying information or documentation regarding the Subscriber and/or its suitability to invest in the Fund Company that was furnished by the Subscriber to the FundCompany, the General Partner Managing Member or their affiliates online, or via e-mail, whether in connection with this subscription or previously, may be made available to the General PartnerManaging Member, remains true and correct in all respects and may, at the discretion of the General PartnerManaging Member, be incorporated by reference herein (collectively, "“Supporting Documents"”). (ol) Neither this Subscription nor any of the Subscriber's ’s contributions in satisfaction of its Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. The Subscriber understands and agrees that the Fund Company may undertake any actions that the Fund Company deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. In furtherance of those such efforts, the Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber's ’s knowledge based on reasonable investigation: (i) None of the Subscriber's ’s capital contributions to the Fund Company (whether payable in cash or otherwise) will shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (ii) None To the extent within the Subscriber’s control, none of the Subscriber's ’s capital contributions to the Fund Company will cause the Fund Company or any of its personnel to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti- Anti-Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (iii) The Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the Fund's Company’s own internal anti-money laundering policies, the Fund Company and the General Partner Managing Member may require further identification of the Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, accepted or distributions made. When requested by the General PartnerCompany, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the General Partner Company may release confidential information about the Subscriber (and, if applicable, any underlying beneficial owner or Related Person1 Person2 to any person) if the General Partner Company has determined that the such release is necessary to ensure compliance with all applicable laws and regulations concerning money 2 For purposes of this subparagraph (c) and subparagraph (d) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a “Qualified Plan”), the term “Related Person” shall exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan. Subscription Agreement page 4 laundering and similar activities; provided, that prior to releasing the any such information, the General Partner will Company shall confirm with counsel that the such release is necessary to so ensure said compliance. (pm) Except as otherwise disclosed in writing to the General PartnerCompany, the Subscriber represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined below), nor any person or entity controlled by, controlling or under common control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor;2Investor;3 (ii) a Senior Foreign Political Figure,3 Figure,4 any member of a Senior Foreign Political Figure's "’s “immediate family," ” which includes the figure's ’s parents, siblings, spouse, children and in-laws, or any Close Associate4 Associate5 of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;5 1 For purposes Jurisdiction;6 (iii) a person or entity resident in, or organized or chartered under, the laws of this subparagraph a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns; or (niv) and subparagraph (o) belowa person or entity who gives the Subscriber reason to believe that its funds originate from, with respect to any entityor will be or have been routed through, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is account maintained at a publicly traded company Foreign Shell Bank,7 an “offshore bank,” or a tax qualified pension bank organized or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in chartered under the U.S. or is laws of a U.S. government entity (a "Qualified Plan"), the term "Related Person" will exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified PlanNon-Cooperative Jurisdiction.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Fund Company as of the date of this Agreement and as of the date of any capital contribution, payment for the Escrow Fee, and or payment of any Organization Fee contribution to the Fund Company (and the Subscriber agrees to notify the Fund Company in writing immediately if any changes in the information set forth in this Agreement herein occur): (a) The Subscriber represents that it is a “Qualified Purchaser”, meaning Subscriber is either (i) an "“Accredited Investor" ” within the meaning of Rule 501 under the Securities Act of 1933 (the "“Securities Act"”), (ii) a non-accredited investor and has completed Exhibit B indicating how the Subscriber qualifies as an Accredited Investorinvestment in the Class A Units does not represent more than 10% of the greater of Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). (b) Neither the Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event") as set forth on Exhibit D, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (c) The Subscriber is purchasing the Interest Class A Units solely for the Subscriber's ’s own account for investment purposes only and not with a view to the sale or distribution of any part or all of the Interest thereof by public or private sale or other disposition. The Subscriber understands that no public market exists for the Interest Class A Units and that the Interest Class A Units may have to be held for an indefinite period of time. The Subscriber also acknowledges that it generally will be prohibited from exchanging, assigning, transferring, selling, pledging, granting security over, hypothecating or otherwise disposing of all or any part of its Interest without, among other things, the prior written consent of the General Partner. The Subscriber has no intention of selling, granting any participation in or otherwise dividing, distributing or disposing of any portion of the InterestClass A Units, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor (as defined below) will shall benefit as provided in plan documents. (d) The Subscriber understands that the Interest has not been and will not be registered under the Securities Act, or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities administrator, or registered or qualified under any state securities law. The Interest is being offered and sold in reliance on exemptions from the registration requirements of both the Securities Act and applicable state securities laws, and the Interest may not be transferred by the Subscriber except in compliance with the Limited Partnership Agreement and applicable laws and regulations. (ec) The Subscriber (either alone or with the Subscriber's ’s professional advisers who are unaffiliated with the FundCompany, the General PartnerManaging Member, or its affiliates) has such knowledge knowledge, sophistication and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Interest Class A Units and has the capacity to protect the Subscriber's ’s own interest in connection with the Subscriber's ’s proposed investment in the FundClass A Units. The Subscriber understands that an investment in the Fund Class A Units is highly speculative and the Subscriber is able to bear the economic risk of the such investment for an indefinite period of time and the loss of the Subscriber's ’s entire investment. (fd) The Subscriber has been provided an opportunity to obtain additional information concerning the offering of the Interests, the Fund and all other information to the extent the General Partner possesses or can acquire such information without unreasonable effort or expense and has been given the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms and conditions of the offering of Interests, the Fund and any other matters pertaining thereto. All questions of the Subscriber related to the Subscriber's ’s investment in the Fund Class A Units have been answered to the full satisfaction of the Subscriber and the Subscriber has received all the information the Subscriber considers necessary or appropriate for deciding whether to purchase the InterestClass A Units. (ge) This Agreement, upon acceptance by the FundCompany, will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' ’ rights generally and by principles of equity. (hf) If the Subscriber is a natural person, the Subscriber (i) has full legal capacity to acquire and hold an Interest, execute and deliver this Agreement and to perform the Subscriber's Partner’s obligations in this Agreement, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, and hereunder and (ii) is a bona fide resident of the state of residence set forth on Exhibit A and has no present intention of becoming a resident of any other state or jurisdiction. If the Subscriber lives in a community property state in the United States, either (i) the source of the capital contributions to be made by the Subscriber in satisfaction of its Commitment will be the Subscriber's separate property and the Subscriber will hold the Interest as its separate property, or (ii) the Subscriber has the authority alone to bind the community property with respect to this Agreement, the Limited Partnership Agreement, and all agreements contemplated hereby and thereby. (ig) If the Subscriber is not a natural person, the Subscriber (i) is duly organized and has all requisite power to acquire and hold an Interest, execute and deliver this Agreement and perform its obligations this Agreement requires, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be boundhereunder, (ii) has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and and (iii) was not organized for the specific purpose of acquiring the Interest. Furthermore, the person executing and delivering this Agreement and any other documents or instruments on behalf of the Subscriber has all requisite power, authority, and capacity to execute and deliver such documents and instruments, and, upon the General Partner's or the Administrative Manager's request, will furnish the General Partner or the Administrative Manager with true and correct copies of Investor's current governing documents or any other documents reasonably requested by the Investment Adviser to establish such requisite power, authority and capacityClass A Units. (jh) Other than as set forth in this Agreement herein or in the Limited Partnership Company Agreement (and any separate agreement in writing with the Fund Company executed in conjunction with the Subscriber's ’s subscription for the InterestClass A Units), the Subscriber is not relying upon any information, representation or warranty by the FundCompany, the General Partner Managing Member or any of its respective agents or representatives in determining to invest in the FundCompany. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber's ’s own advisers as to the financial, tax, legal and other matters concerning an investment in the Interest Class A Units and on that basis and the basis of its own independent investigations, without the assistance of the FundCompany, the General Partner, the Administrative Manager, Managing Member or any of its respective agents or representatives, believes that an investment in the Fund Class A Units is suitable and appropriate for the Subscriber. Subscriber hereby represents and warrants that it has had its own independent legal counsel review and approve approves all of the legal documents executed in connection with its Subscription. (ki) The Subscriber has received and read a copy of the Fund's confidential private placement memorandum Company’s Circular Form 1A and Offering Circular (the "Memorandum"“Circular”) and understands the risks and expenses of an investment in, the FundCompany. The Subscriber acknowledges that it has reviewed and understands the "“Conflicts of Interest" ” section of the MemorandumCircular, and further understands that (i) the General Partner, the Administrative Manager, Managing Member and their its affiliates (A) may carry on investment activities for their own accounts, for family members and friends who do not invest in the FundCompany; (B) may give advice and recommend investments to their respective family and friends that differs from advice given to, xx or investments recommended or bought for, the FundCompany, even though their business or investment objectives may be the same or similar; and (C) will be engaged in activities, including investment activities, apart from their management of the Fund Company as permitted by this Agreement; (ii) certain employees of the General Partner are expected to continue to perform services for the General Partner and its affiliates, as well as for new investment funds and accounts that the General Partner may hereafter establish in such manner as the General Partner, in its sole discretion, deems appropriate (subject to the limitations on the timing of such establishment, as described below); (iii) certain other selling, general and administrative expenses will be shared by the Fund and companies affiliated with the General Partner; (iv) the Fund may co-invest with affiliates of the General Partner; and (v) the Fund may use affiliates of the General Partner to provide certain services to the Fund. The Subscriber was offered the Interest through private negotiations and not through any general solicitation or general advertising, unless the Interest is being offered pursuant to Rule 506(c) under the Securities Act. (l) The Subscriber understands and acknowledges that (i) any description of the Fund's business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates, projections and forward-looking statements were based upon the best judgment of the Fund's management at the time the estimates or projections were made and that whether or not the estimates, projections or forward-looking statements will materialize will depend upon many factors that are out of the control of the Fund and (iii) there is no assurance that any projections, estimates or forward-looking statements will be attained. (m) The Subscriber acknowledges and agrees that it will be subject to the Management Fee, Organization Fee and Escrow Fee, each as defined and described in the Limited Partnership Agreement or herein. In addition, the Investor understands that the General Partner will be entitled to receive carried interest distributions with respect to the Subscriber in accordance with the terms set forth in the Limited Partnership Agreement. The Subscriber represents and warrants that: (i) this Agreement constitutes an arm's-length contract between the Subscriber, the other Limited Partners and the General Partner; and (ii) the Subscriber fully understands the foregoing compensation arrangements and the risks associated therewith, including the fact that carried interest payments may create an incentive for the General Partner and the Investment Adviser to engage in more speculative investment activities than might be the case if only a Management Fee was charged. (n) The Subscriber's information provided in this Agreement (including the exhibits hereto) is complete and accurate and may be relied upon by the Fund and the General Partner. Additionally, by executing the Agreement, the Subscriber acknowledges and agrees that any identifying information or documentation regarding the Subscriber and/or its suitability to invest in the Fund that was furnished by the Subscriber to the Fund, the General Partner or their affiliates online, or via e-mail, whether in connection with this subscription or previously, may be made available to the General Partner, remains true and correct in all respects and may, at the discretion of the General Partner, be incorporated by reference herein (collectively, "Supporting Documents"). (o) Neither this Subscription nor any of the Subscriber's contributions in satisfaction of its Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. The Subscriber understands and agrees that the Fund may undertake any actions that the Fund deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. In furtherance of those efforts, the Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber's knowledge based on reasonable investigation: (i) None of the Subscriber's capital contributions to the Fund (whether payable in cash or otherwise) will be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (ii) None of the Subscriber's capital contributions to the Fund will cause the Fund or any of its personnel to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti- Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (iii) The Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the Fund's own internal anti-money laundering policies, the Fund and the General Partner may require further identification of the Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, or distributions made. When requested by the General Partner, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the General Partner may release confidential information about the Subscriber (and, if applicable, any underlying beneficial owner or Related Person1 to any person) if the General Partner has determined that the release is necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities; provided, that prior to releasing the information, the General Partner will confirm with counsel that the release is necessary to so ensure said compliance. (p) Except as otherwise disclosed in writing to the General Partner, the Subscriber represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined below), nor any person or entity controlled by, controlling or under common control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor;2 (ii) a Senior Foreign Political Figure,3 any member of a Senior Foreign Political Figure's "immediate family," which includes the figure's parents, siblings, spouse, children and in-laws, or any Close Associate4 of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;5 1 For purposes of this subparagraph (n) and subparagraph (o) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "Qualified Plan"), the term "Related Person" will exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Fund Company as of the date of this Agreement and as of the date of any capital contribution, payment for the Escrow Fee, and or payment of any Organization Fee contribution to the Fund Company (and the Subscriber agrees to notify the Fund Company in writing immediately if any changes in the information set forth in this Agreement herein occur): (a) The Subscriber represents that it is a "Qualified Purchaser", meaning Subscriber is either (i) an "Accredited Investor" within the meaning of Rule 501 under the Securities Act of 1933 (the "Securities Act") in accordance with Exhibit C, (ii) a non-accredited investor and has completed Exhibit B indicating how the Subscriber qualifies as an Accredited Investorinvestment in the Class A Units does not represent more than 10% of the greater of Subscriber's annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). (b) Neither the Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event") as set forth on Exhibit D, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (c) The Subscriber is purchasing the Interest Class A Units solely for the Subscriber's own account for investment purposes only and not with a view to the sale or distribution of any part or all of the Interest thereof by public or private sale or other disposition. The Subscriber understands that no public market exists for the Interest Class A Units and that the Interest Class A Units may have to be held for an indefinite period of time. The Subscriber also acknowledges that it generally will be prohibited from exchanging, assigning, transferring, selling, pledging, granting security over, hypothecating or otherwise disposing of all or any part of its Interest without, among other things, the prior written consent of the General Partner. The Subscriber has no intention of selling, granting any participation in or otherwise dividing, distributing or disposing of any portion of the InterestClass A Units, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor (as defined below) will shall benefit as provided in plan documents. (d) The Subscriber understands that the Interest has not been and will not be registered under the Securities Act, or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities administrator, or registered or qualified under any state securities law. The Interest is being offered and sold in reliance on exemptions from the registration requirements of both the Securities Act and applicable state securities laws, and the Interest may not be transferred by the Subscriber except in compliance with the Limited Partnership Agreement and applicable laws and regulations. (ec) The Subscriber (either alone or with the Subscriber's professional advisers who are unaffiliated with the FundCompany, the General PartnerManaging Member, or its affiliates) has such knowledge knowledge, sophistication and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Interest Class A Units and has the capacity to protect the Subscriber's own interest in connection with the Subscriber's proposed investment in the FundClass A Units. The Subscriber understands that an investment in the Fund Class A Units is highly speculative and the Subscriber is able to bear the economic risk of the such investment for an indefinite period of time and the loss of the Subscriber's entire investment. (fd) The Subscriber has been provided an opportunity to obtain additional information concerning the offering of the Interests, the Fund and all other information to the extent the General Partner possesses or can acquire such information without unreasonable effort or expense and has been given the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms and conditions of the offering of Interests, the Fund and any other matters pertaining thereto. All questions of the Subscriber related to the Subscriber's investment in the Fund Class A Units have been answered to the full satisfaction of the Subscriber and the Subscriber has received all the information the Subscriber considers necessary or appropriate for deciding whether to purchase the InterestClass A Units. (ge) This Agreement, upon acceptance by the FundCompany, will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by principles of equity. (hf) If the Subscriber is a natural person, the Subscriber (i) has full legal capacity to acquire and hold an Interest, execute and deliver this Agreement and to perform the SubscriberPartner's obligations in this Agreement, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, and hereunder and (ii) is a bona fide resident of the state of residence set forth on Exhibit A provided to the Company or its agent and has no present intention of becoming a resident of any other state or jurisdiction. If the Subscriber lives in a community property state in the United States, either (i) the source of the capital contributions to be made by the Subscriber in satisfaction of its Commitment will be the Subscriber's separate property and the Subscriber will hold the Interest as its separate property, or (ii) the Subscriber has the authority alone to bind the community property with respect to this Agreement, the Limited Partnership Agreement, and all agreements contemplated hereby and thereby. (ig) If the Subscriber is not a natural person, the Subscriber (i) is duly organized and has all requisite power to acquire and hold an Interest, execute and deliver this Agreement and perform its obligations this Agreement requires, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be boundhereunder, (ii) has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and (iii) was not organized for the specific purpose of acquiring the Interest. Furthermore, the person executing and delivering this Agreement and any other documents or instruments on behalf of the Subscriber has all requisite power, authority, and capacity to execute and deliver such documents and instruments, and, upon the General Partner's or the Administrative Manager's request, will furnish the General Partner or the Administrative Manager with true and correct copies of Investor's current governing documents or any other documents reasonably requested by the Investment Adviser to establish such requisite power, authority and capacityClass A Units. (jh) Other than as set forth in this Agreement herein or in the Limited Partnership Company Agreement (and any separate agreement in writing with the Fund Company executed in conjunction with the Subscriber's subscription for the InterestClass A Units), the Subscriber is not relying upon any information, representation or warranty by the FundCompany, the General Partner Managing Member or any of its respective agents or representatives in determining to invest in the FundCompany. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber's own advisers as to the financial, tax, legal and other matters concerning an investment in the Interest Class A Units and on that basis and the basis of its own independent investigations, without the assistance of the FundCompany, the General Partner, the Administrative Manager, Managing Member or any of its respective agents or representatives, believes that an investment in the Fund Class A Units is suitable and appropriate for the Subscriber. Subscriber hereby represents and warrants that it has had the opportunity for its own independent legal counsel review and approve all of the legal documents executed in connection with its Subscription. (ki) The Subscriber has received and read a copy of the FundCompany's confidential private placement memorandum Form 1A and Offering Circular (the "MemorandumCircular") and understands the risks and expenses of an investment in, the FundCompany. The Subscriber acknowledges that it has reviewed and understands the "Conflicts of Interest" section of the MemorandumCircular, and further understands that (i) the General Partner, the Administrative Manager, Managing Member and their its affiliates (A) may carry on investment activities for their own accounts, for family members and friends who do not invest in the FundCompany; (B) may give advice and recommend investments to their respective family and friends that differs from advice given to, xx or investments recommended or bought for, the FundCompany, even though their business or investment objectives may be the same or similar; and (C) will be engaged in activities, including investment activities, apart from their management of the Fund Company as permitted by this AgreementAgreement and (D) may direct the Company to extend loans to, purchase loans from or make investments into entities which are owned, managed, or controlled by the Managing Member and its affiliates or, as a result of which, the Managing Member or its affiliates will receive a financial benefit; (ii) certain employees of the General Partner Managing Member are expected to continue to perform services for the General Partner Managing Member and its affiliates, as well as for new other entities, investment funds and accounts that the General Partner may hereafter establish in such manner as the General PartnerManaging Member, in its sole discretion, deems appropriate (subject to the limitations on the timing of such establishment, as described below); (iii) certain other selling, general and administrative expenses will be shared by the Fund Company and companies affiliated with the General PartnerManaging Member; (iv) the Fund Company may co-invest with affiliates of the General PartnerManaging Member; and (v) the Fund Company may use affiliates of the General Partner Managing Member to provide certain services to the Fund. The Subscriber was offered the Interest through private negotiations and not through any general solicitation or general advertising, unless the Interest is being offered pursuant to Rule 506(c) under the Securities ActCompany. (lj) The Subscriber understands and acknowledges that (i) any description of the FundCompany's business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates, projections and forward-looking statements were based upon the best judgment of the FundCompany's management at the time the such estimates or projections were made and that whether or not the such estimates, projections or forward-looking statements will materialize will depend upon many factors that are out of the control of the Fund Company and (iii) there is no assurance that any projections, estimates or forward-looking statements will be attained. (m) The Subscriber acknowledges and agrees that it will be subject to the Management Fee, Organization Fee and Escrow Fee, each as defined and described in the Limited Partnership Agreement or herein. In addition, the Investor understands that the General Partner will be entitled to receive carried interest distributions with respect to the Subscriber in accordance with the terms set forth in the Limited Partnership Agreement. The Subscriber represents and warrants that: (i) this Agreement constitutes an arm's-length contract between the Subscriber, the other Limited Partners and the General Partner; and (ii) the Subscriber fully understands the foregoing compensation arrangements and the risks associated therewith, including the fact that carried interest payments may create an incentive for the General Partner and the Investment Adviser to engage in more speculative investment activities than might be the case if only a Management Fee was charged. (nk) The Subscriber's information provided in this Agreement (including to the exhibits hereto) Company is complete and accurate and may be relied upon by the Fund Company and the General PartnerManaging Member. Additionally, by executing the Subscription Agreement, the Subscriber acknowledges and agrees that any identifying information or documentation regarding the Subscriber and/or its suitability to invest in the Fund Company that was furnished by the Subscriber to the FundCompany, the General Partner Managing Member or their affiliates online, or via e-mail, whether in connection with this subscription or previously, may be made available to the General PartnerManaging Member, remains true and correct in all respects and may, at the discretion of the General PartnerManaging Member, be incorporated by reference herein (collectively, "Supporting Documents"). (ol) Neither this Subscription nor any of the Subscriber's contributions in satisfaction of its Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. The Subscriber understands and agrees that the Fund Company may undertake any actions that the Fund Company deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. In furtherance of those such efforts, the Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber's knowledge based on reasonable investigation: (i) None of the Subscriber's capital contributions to the Fund Company (whether payable in cash or otherwise) will shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (ii) None To the extent within the Subscriber's control, none of the Subscriber's capital contributions to the Fund Company will cause the Fund Company or any of its personnel to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti- Anti-Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (iii) The Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the FundCompany's own internal anti-money laundering policies, the Fund Company and the General Partner Managing Member may require further identification of the Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, accepted or distributions made. When requested by the General PartnerCompany, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the General Partner Company may release confidential information about the Subscriber (and, if applicable, any underlying beneficial owner or Related Person1 to any person) if the General Partner Company has determined that the such release is necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities; provided, that prior to releasing the any such information, the General Partner will Company shall confirm with counsel that the such release is necessary to so ensure said compliance. 1 For purposes of this subparagraph (c) and subparagraph (d) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "Qualified Plan"), the term "Related Person" shall exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan. (pm) Except as otherwise disclosed in writing to the General PartnerCompany, the Subscriber represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined below), nor any person or entity controlled by, controlling or under common control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor;2 (ii) a Senior Foreign Political Figure,3 any member of a Senior Foreign Political Figure's "immediate family," which includes the figure's parents, siblings, spouse, children and in-laws, or any Close Associate4 of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;5 1 For purposes Jurisdiction;5 (iii) a person or entity resident in, or organized or chartered under, the laws of this subparagraph a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns; or (niv) and subparagraph (o) belowa person or entity who gives the Subscriber reason to believe that its funds originate from, with respect to any entityor will be or have been routed through, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is account maintained at a publicly traded company Foreign Shell Bank,6 an "offshore bank," or a tax qualified pension bank organized or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in chartered under the U.S. or is laws of a U.S. government entity (a "Qualified Plan"), the term "Related Person" will exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified PlanNon-Cooperative Jurisdiction.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Fund Company as of the date of this Agreement and as of the date of any capital contribution, payment for the Escrow Fee, and or payment of any Organization Fee contribution to the Fund Company (and the Subscriber agrees to notify the Fund Company in writing immediately if any changes in the information set forth in this Agreement herein occur): (a) The Subscriber represents that it is a "Qualified Purchaser", meaning Subscriber is either (i) an "Accredited Investor" within the meaning of Rule 501 under the Securities Act of 1933 (the "Securities Act") in accordance with Exhibit C, (ii) a non-accredited investor and has completed Exhibit B indicating how the Subscriber qualifies as an Accredited Investorinvestment in the Class A Units does not represent more than 10% of the greater of Subscriber's annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). (b) Neither the Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event") as set forth on Exhibit D, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (c) The Subscriber is purchasing the Interest Class A Units solely for the Subscriber's own account for investment purposes only and not with a view to the sale or distribution of any part or all of the Interest thereof by public or private sale or other disposition. The Subscriber understands that no public market exists for the Interest Class A Units and that the Interest Class A Units may have to be held for an indefinite period of time. The Subscriber also acknowledges that it generally will be prohibited from exchanging, assigning, transferring, selling, pledging, granting security over, hypothecating or otherwise disposing of all or any part of its Interest without, among other things, the prior written consent of the General Partner. The Subscriber has no intention of selling, granting any participation in or otherwise dividing, distributing or disposing of any portion of the InterestClass A Units, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor (as defined below) will shall benefit as provided in plan documents. (d) The Subscriber understands that the Interest has not been and will not be registered under the Securities Act, or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities administrator, or registered or qualified under any state securities law. The Interest is being offered and sold in reliance on exemptions from the registration requirements of both the Securities Act and applicable state securities laws, and the Interest may not be transferred by the Subscriber except in compliance with the Limited Partnership Agreement and applicable laws and regulations. (ec) The Subscriber (either alone or with the Subscriber's professional advisers who are unaffiliated with the FundCompany, the General PartnerManaging Member, or its affiliates) has such knowledge knowledge, sophistication and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Interest Class A Units and has the capacity to protect the Subscriber's own interest in connection with the Subscriber's proposed investment in the FundClass A Units. The Subscriber understands that an investment in the Fund Class A Units is highly speculative and the Subscriber is able to bear the economic risk of the such investment for an indefinite period of time and the loss of the Subscriber's entire investment. (fd) The Subscriber has been provided an opportunity to obtain additional information concerning the offering of the Interests, the Fund and all other information to the extent the General Partner possesses or can acquire such information without unreasonable effort or expense and has been given the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms and conditions of the offering of Interests, the Fund and any other matters pertaining thereto. All questions of the Subscriber related to the Subscriber's investment in the Fund Class A Units have been answered to the full satisfaction of the Subscriber and the Subscriber has received all the information the Subscriber considers necessary or appropriate for deciding whether to purchase the InterestClass A Units. (ge) This Agreement, upon acceptance by the FundCompany, will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and by principles of equity. (hf) If the Subscriber is a natural person, the Subscriber (i) has full legal capacity to acquire and hold an Interest, execute and deliver this Agreement and to perform the SubscriberPartner's obligations in this Agreement, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, and hereunder and (ii) is a bona fide resident of the state of residence set forth on Exhibit A provided to the Company or its agent and has no present intention of becoming a resident of any other state or jurisdiction. If the Subscriber lives in a community property state in the United States, either (i) the source of the capital contributions to be made by the Subscriber in satisfaction of its Commitment will be the Subscriber's separate property and the Subscriber will hold the Interest as its separate property, or (ii) the Subscriber has the authority alone to bind the community property with respect to this Agreement, the Limited Partnership Agreement, and all agreements contemplated hereby and thereby. (ig) If the Subscriber is not a natural person, the Subscriber (i) is duly organized and has all requisite power to acquire and hold an Interest, execute and deliver this Agreement and perform its obligations this Agreement requires, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be boundhereunder, (ii) has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and (iii) was not organized for the specific purpose of acquiring the Interest. Furthermore, the person executing and delivering this Agreement and any other documents or instruments on behalf of the Subscriber has all requisite power, authority, and capacity to execute and deliver such documents and instruments, and, upon the General Partner's or the Administrative Manager's request, will furnish the General Partner or the Administrative Manager with true and correct copies of Investor's current governing documents or any other documents reasonably requested by the Investment Adviser to establish such requisite power, authority and capacityClass A Units. (jh) Other than as set forth in this Agreement herein or in the Limited Partnership Company Agreement (and any separate agreement in writing with the Fund Company executed in conjunction with the Subscriber's subscription for the InterestClass A Units), the Subscriber is not relying upon any information, representation or warranty by the FundCompany, the General Partner Managing Member or any of its respective agents or representatives in determining to invest in the FundCompany. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber's own advisers as to the financial, tax, legal and other matters concerning an investment in the Interest Class A Units and on that basis and the basis of its own independent investigations, without the assistance of the FundCompany, the General Partner, the Administrative Manager, Managing Member or any of its respective agents or representatives, believes that an investment in the Fund Class A Units is suitable and appropriate for the Subscriber. Subscriber hereby represents and warrants that it has had the opportunity for its own independent legal counsel review and approve all of the legal documents executed in connection with its Subscription. (ki) The Subscriber has received and read a copy of the Fund's confidential private placement memorandum (the "Memorandum") and understands the risks and expenses of an investment in, the Fund. The Subscriber acknowledges that it has reviewed and understands received a copy of the Circular. The Circular contains a "Conflicts of Interest" section of the Memorandum, and further understands which states that (i) the General Partner, the Administrative Manager, Managing Member and their its affiliates (A) may carry on investment activities for their own accounts, for family members and friends who do not invest in the FundCompany; (B) may give advice and recommend investments to their respective family and friends that differs from advice given to, xx or investments recommended or bought for, the FundCompany, even though their business or investment objectives may be the same or similar; and (C) will be engaged in activities, including investment activities, apart from their management of the Fund Company as permitted by this AgreementAgreement and (D) may direct the Company to extend loans to, purchase loans from or make investments into entities which are owned, managed, or controlled by the Managing Member and its affiliates or, as a result of which, the Managing Member or its affiliates will receive a financial benefit; (ii) certain employees of the General Partner Managing Member are expected to continue to perform services for the General Partner Managing Member and its affiliates, as well as for new other entities, investment funds and accounts that the General Partner may hereafter establish in such manner as the General PartnerManaging Member, in its sole discretion, deems appropriate (subject to the limitations on the timing of such establishment, as described below); (iii) certain other selling, general and administrative expenses will be shared by the Fund Company and companies affiliated with the General PartnerManaging Member; (iv) the Fund Company may co-invest with affiliates of the General PartnerManaging Member; and (v) the Fund Company may use affiliates of the General Partner Managing Member to provide certain services to the Fund. The Subscriber was offered the Interest through private negotiations and not through any general solicitation or general advertising, unless the Interest is being offered pursuant to Rule 506(c) under the Securities ActCompany. (lj) The Subscriber understands and acknowledges that (i) any description of the FundCompany's business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates, projections and forward-looking statements were based upon the best judgment of the FundCompany's management at the time the such estimates or projections were made and that whether or not the such estimates, projections or forward-looking statements will materialize will depend upon many factors that are out of the control of the Fund Company and (iii) there is no assurance that any projections, estimates or forward-looking statements will be attained. (m) The Subscriber acknowledges and agrees that it will be subject to the Management Fee, Organization Fee and Escrow Fee, each as defined and described in the Limited Partnership Agreement or herein. In addition, the Investor understands that the General Partner will be entitled to receive carried interest distributions with respect to the Subscriber in accordance with the terms set forth in the Limited Partnership Agreement. The Subscriber represents and warrants that: (i) this Agreement constitutes an arm's-length contract between the Subscriber, the other Limited Partners and the General Partner; and (ii) the Subscriber fully understands the foregoing compensation arrangements and the risks associated therewith, including the fact that carried interest payments may create an incentive for the General Partner and the Investment Adviser to engage in more speculative investment activities than might be the case if only a Management Fee was charged. (nk) The Subscriber's information provided in this Agreement (including to the exhibits hereto) Company is complete and accurate and may be relied upon by the Fund Company and the General PartnerManaging Member. Additionally, by executing the Subscription Agreement, the Subscriber acknowledges and agrees that any identifying information or documentation regarding the Subscriber and/or its suitability to invest in the Fund Company that was furnished by the Subscriber to the FundCompany, the General Partner Managing Member or their affiliates online, or via e-mail, whether in connection with this subscription or previously, may be made available to the General PartnerManaging Member, remains true and correct in all respects and may, at the discretion of the General PartnerManaging Member, be incorporated by reference herein (collectively, "Supporting Documents"). (ol) Neither this Subscription nor any of the Subscriber's contributions in satisfaction of its Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. The Subscriber understands and agrees that the Fund Company may undertake any actions that the Fund Company deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. In furtherance of those such efforts, the Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber's knowledge based on reasonable investigation: (i) None of the Subscriber's capital contributions to the Fund Company (whether payable in cash or otherwise) will shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (ii) None To the extent within the Subscriber's control, none of the Subscriber's capital contributions to the Fund Company will cause the Fund Company or any of its personnel to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti- Anti-Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (iii) The Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the FundCompany's own internal anti-money laundering policies, the Fund Company and the General Partner Managing Member may require further identification of the Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, accepted or distributions made. When requested by the General PartnerCompany, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the General Partner Company may release confidential information about the Subscriber (and, if applicable, any underlying beneficial owner or Related Person1 to any person) if the General Partner Company has determined that the such release is necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities; provided, that prior to releasing the any such information, the General Partner will Company shall confirm with counsel that the such release is necessary to so ensure said compliance. 1 For purposes of this subparagraph (c) and subparagraph (d) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "Qualified Plan"), the term "Related Person" shall exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan. (pm) Except as otherwise disclosed in writing to the General PartnerCompany, the Subscriber represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined below), nor any person or entity controlled by, controlling or under common control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor;2 (ii) a Senior Foreign Political Figure,3 any member of a Senior Foreign Political Figure's "immediate family," which includes the figure's parents, siblings, spouse, children and in-laws, or any Close Associate4 of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;5 1 For purposes Jurisdiction;5 (iii) a person or entity resident in, or organized or chartered under, the laws of this subparagraph a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns; or (niv) and subparagraph (o) belowa person or entity who gives the Subscriber reason to believe that its funds originate from, with respect to any entityor will be or have been routed through, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is account maintained at a publicly traded company Foreign Shell Bank,6 an "offshore bank," or a tax qualified pension bank organized or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in chartered under the U.S. or is laws of a U.S. government entity (a "Qualified Plan"), the term "Related Person" will exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified PlanNon-Cooperative Jurisdiction.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Fund Company as of the date of this Agreement and as of the date of any capital contribution, payment for the Escrow Fee, and or payment of any Organization Fee contribution to the Fund Company (and the Subscriber agrees to notify the Fund Company in writing immediately if any changes in the information set forth in this Agreement herein occur): (a) The Subscriber represents that it is a “Qualified Purchaser”, meaning Subscriber is either (i) an "“Accredited Investor" ” within the meaning of Rule 501 under the Securities Act of 1933 (the "“Securities Act"”) in accordance with Exhibit C, (ii) a non-accredited investor and has completed Exhibit B indicating how the Subscriber qualifies as an Accredited Investorinvestment in the Class A Units does not represent more than 10% of the greater of Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). (b) Neither the Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event") as set forth on Exhibit D, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (c) The Subscriber is purchasing the Interest Class A Units solely for the Subscriber's ’s own account for investment purposes only and not with a view to the sale or distribution of any part or all of the Interest thereof by public or private sale or other disposition. The Subscriber understands that no public market exists for the Interest Class A Units and that the Interest Class A Units may have to be held for an indefinite period of time. The Subscriber also acknowledges that it generally will be prohibited from exchanging, assigning, transferring, selling, pledging, granting security over, hypothecating or otherwise disposing of all or any part of its Interest without, among other things, the prior written consent of the General Partner. The Subscriber has no intention of selling, granting any participation in or otherwise dividing, distributing or disposing of any portion of the InterestClass A Units, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor (as defined below) will shall benefit as provided in plan documents. (d) The Subscriber understands that the Interest has not been and will not be registered under the Securities Act, or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities administrator, or registered or qualified under any state securities law. The Interest is being offered and sold in reliance on exemptions from the registration requirements of both the Securities Act and applicable state securities laws, and the Interest may not be transferred by the Subscriber except in compliance with the Limited Partnership Agreement and applicable laws and regulations. (ec) The Subscriber (either alone or with the Subscriber's ’s professional advisers who are unaffiliated with the FundCompany, the General PartnerManaging Member, or its affiliates) has such knowledge knowledge, sophistication and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Interest Class A Units and has the capacity to protect the Subscriber's ’s own interest in connection with the Subscriber's ’s proposed investment in the FundClass A Units. The Subscriber understands that an investment in the Fund Class A Units is highly speculative and the Subscriber is able to bear the economic risk of the such investment for an indefinite period of time and the loss of the Subscriber's ’s entire investment. (fd) The Subscriber has been provided an opportunity to obtain additional information concerning the offering of the Interests, the Fund and all other information to the extent the General Partner possesses or can acquire such information without unreasonable effort or expense and has been given the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms and conditions of the offering of Interests, the Fund and any other matters pertaining thereto. All questions of the Subscriber related to the Subscriber's ’s investment in the Fund Class A Units have been answered to the full satisfaction of the Subscriber and the Subscriber has received all the information the Subscriber considers necessary or appropriate for deciding whether to purchase the InterestClass A Units. (ge) This Agreement, upon acceptance by the FundCompany, will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' ’ rights generally and by principles of equity. (hf) If the Subscriber is a natural person, the Subscriber (i) has full legal capacity to acquire and hold an Interest, execute and deliver this Agreement and to perform the Subscriber's Partner’s obligations in this Agreement, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, and hereunder and (ii) is a bona fide resident of the state of residence set forth on Exhibit A provided to the Company or its agent and has no present intention of becoming a resident of any other state or jurisdiction. If the Subscriber lives in a community property state in the United States, either (i) the source of the capital contributions to be made by the Subscriber in satisfaction of its Commitment will be the Subscriber's separate property and the Subscriber will hold the Interest as its separate property, or (ii) the Subscriber has the authority alone to bind the community property with respect to this Agreement, the Limited Partnership Agreement, and all agreements contemplated hereby and thereby. (ig) If the Subscriber is not a natural person, the Subscriber (i) is duly organized and has all requisite power to acquire and hold an Interest, execute and deliver this Agreement and perform its obligations this Agreement requires, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be boundhereunder, (ii) has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and (iii) was not organized for the specific purpose of acquiring the Interest. Furthermore, the person executing and delivering this Agreement and any other documents or instruments on behalf of the Subscriber has all requisite power, authority, and capacity to execute and deliver such documents and instruments, and, upon the General Partner's or the Administrative Manager's request, will furnish the General Partner or the Administrative Manager with true and correct copies of Investor's current governing documents or any other documents reasonably requested by the Investment Adviser to establish such requisite power, authority and capacityClass A Units. (jh) Other than as set forth in this Agreement herein or in the Limited Partnership Company Agreement (and any separate agreement in writing with the Fund Company executed in conjunction with the Subscriber's ’s subscription for the InterestClass A Units), the Subscriber is not relying upon any information, representation or warranty by the FundCompany, the General Partner Managing Member or any of its respective agents or representatives in determining to invest in the FundCompany. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber's ’s own advisers as to the financial, tax, legal and other matters concerning an investment in the Interest Class A Units and on that basis and the basis of its own independent investigations, without the assistance of the FundCompany, the General Partner, the Administrative Manager, Managing Member or any of its respective agents or representatives, believes that an investment in the Fund Class A Units is suitable and appropriate for the Subscriber. Subscriber hereby represents and warrants that it has had the opportunity for its own independent legal counsel review and approve all of the legal documents executed in connection with its Subscription. (ki) The Subscriber has received and read a copy of the Fund's confidential private placement memorandum (the "Memorandum") and understands the risks and expenses of an investment in, the Fund. The Subscriber acknowledges that it has reviewed and understands received a copy of the "Circular. The Circular contains a “Conflicts of Interest" ” section of the Memorandum, and further understands which states that (i) the General Partner, the Administrative Manager, Managing Member and their its affiliates (A) may carry on investment activities for their own accounts, for family members and friends who do not invest in the FundCompany; (B) may give advice and recommend investments to their respective family and friends that differs from advice given to, xx or investments recommended or bought for, the FundCompany, even though their business or investment objectives may be the same or similar; and (C) will be engaged in activities, including investment activities, apart from their management of the Fund Company as permitted by this AgreementAgreement and (D) may direct the Company to extend loans to, purchase loans from or make investments into entities which are owned, managed, or controlled by the Managing Member and its affiliates or, as a result of which, the Managing Member or its affiliates will receive a financial benefit; (ii) certain employees of the General Partner Managing Member are expected to continue to perform services for the General Partner Managing Member and its affiliates, as well as for new other entities, investment funds and accounts that the General Partner may hereafter establish in such manner as the General PartnerManaging Member, in its sole discretion, deems appropriate (subject to the limitations on the timing of such establishment, as described below); (iii) certain other selling, general and administrative expenses will be shared by the Fund Company and companies affiliated with the General PartnerManaging Member; (iv) the Fund Company may co-invest with affiliates of the General PartnerManaging Member; and (v) the Fund Company may use affiliates of the General Partner Managing Member to provide certain services to the Fund. The Subscriber was offered the Interest through private negotiations and not through any general solicitation or general advertising, unless the Interest is being offered pursuant to Rule 506(c) under the Securities ActCompany. (lj) The Subscriber understands and acknowledges that (i) any description of the Fund's Company’s business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates, projections and forward-looking statements were based upon the best judgment of the Fund's Company’s management at the time the such estimates or projections were made and that whether or not the such estimates, projections or forward-looking statements will materialize will depend upon many factors that are out of the control of the Fund Company and (iii) there is no assurance that any projections, estimates or forward-looking statements will be attained. (m) The Subscriber acknowledges and agrees that it will be subject to the Management Fee, Organization Fee and Escrow Fee, each as defined and described in the Limited Partnership Agreement or herein. In addition, the Investor understands that the General Partner will be entitled to receive carried interest distributions with respect to the Subscriber in accordance with the terms set forth in the Limited Partnership Agreement. The Subscriber represents and warrants that: (i) this Agreement constitutes an arm's-length contract between the Subscriber, the other Limited Partners and the General Partner; and (ii) the Subscriber fully understands the foregoing compensation arrangements and the risks associated therewith, including the fact that carried interest payments may create an incentive for the General Partner and the Investment Adviser to engage in more speculative investment activities than might be the case if only a Management Fee was charged. (nk) The Subscriber's ’s information provided in this Agreement (including to the exhibits hereto) Company is complete and accurate and may be relied upon by the Fund Company and the General PartnerManaging Member. Additionally, by executing the Subscription Agreement, the Subscriber acknowledges and agrees that any identifying information or documentation regarding the Subscriber and/or its suitability to invest in the Fund Company that was furnished by the Subscriber to the FundCompany, the General Partner Managing Member or their affiliates online, or via e-mail, whether in connection with this subscription or previously, may be made available to the General PartnerManaging Member, remains true and correct in all respects and may, at the discretion of the General PartnerManaging Member, be incorporated by reference herein (collectively, "“Supporting Documents"”). (ol) Neither this Subscription nor any of the Subscriber's ’s contributions in satisfaction of its Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. The Subscriber understands and agrees that the Fund Company may undertake any actions that the Fund Company deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. In furtherance of those such efforts, the Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber's ’s knowledge based on reasonable investigation: (i) None of the Subscriber's ’s capital contributions to the Fund Company (whether payable in cash or otherwise) will shall be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (ii) None To the extent within the Subscriber’s control, none of the Subscriber's ’s capital contributions to the Fund Company will cause the Fund Company or any of its personnel to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti- Anti-Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (iii) The Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the Fund's Company’s own internal anti-money laundering policies, the Fund Company and the General Partner Managing Member may require further identification of the Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, accepted or distributions made. When requested by the General PartnerCompany, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the General Partner Company may release confidential information about the Subscriber (and, if applicable, any underlying beneficial owner or Related Person1 Person2 to any person) if the General Partner Company has determined that the such release is necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities; provided, that prior to releasing the any such information, the General Partner will Company shall confirm with counsel that the such release is necessary to so ensure said compliance. (p) Except as otherwise disclosed in writing to the General Partner, the Subscriber represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined below), nor any person or entity controlled by, controlling or under common control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor;2 (ii) a Senior Foreign Political Figure,3 any member of a Senior Foreign Political Figure's "immediate family," which includes the figure's parents, siblings, spouse, children and in-laws, or any Close Associate4 of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;5 1 For purposes of this subparagraph (n) and subparagraph (o) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "Qualified Plan"), the term "Related Person" will exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan.

Representations and Warranties of the Subscriber. The Subscriber hereby represents and warrants to the Fund as of the date of this Agreement and as of the date of any capital contribution, payment for the Escrow Fee, and or payment of any Organization Fee to the Fund (and the Subscriber agrees to notify the Fund in writing immediately if any changes in the information set forth in this Agreement occur): (a) The Subscriber is an "“Accredited Investor" ” within the meaning of Rule 501 under the Securities Act of 1933 (the "“Securities Act"”) and has completed Exhibit B indicating how the Subscriber qualifies as an Accredited Investor. (b) Neither the Subscriber, nor any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers, is subject to any of the "“Bad Actor" ” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "“Disqualification Event"”) as set forth on Exhibit D, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). (c) The Subscriber is purchasing the Interest solely for the Subscriber's ’s own account for investment purposes only and not with a view to the sale or distribution of any part or all of the Interest by public or private sale or other disposition. The Subscriber understands that no public market exists for the Interest and that the Interest may have to be held for an indefinite period of time. The Subscriber also acknowledges that it generally will be prohibited from exchanging, assigning, transferring, selling, pledging, granting security over, hypothecating or otherwise disposing of all or any part of its Interest without, among other things, the prior written consent of the General Partner. The Subscriber has no intention of selling, granting any participation in or otherwise dividing, distributing or disposing of any portion of the Interest, except that participants in and beneficiaries of any Subscriber that is a Qualified Plan Investor (as defined below) will benefit as provided in plan documents. (d) The Subscriber understands that the Interest has not been and will not be registered under the Securities Act, or approved or disapproved by the U.S. Securities and Exchange Commission or by any state securities administrator, or registered or qualified under any state securities law. The Interest is being offered and sold in reliance on exemptions from the registration requirements of both the Securities Act and applicable state securities laws, and the Interest may not be transferred by the Subscriber except in compliance with the Limited Partnership Agreement and applicable laws and regulations.the (e) The Subscriber (either alone or with the Subscriber's ’s professional advisers who are unaffiliated with the Fund, the General Partner, or its affiliates) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Interest and has the capacity to protect the Subscriber's ’s own interest in connection with the Subscriber's ’s proposed investment in the Fund. The Subscriber understands that an investment in the Fund is highly speculative and the Subscriber is able to bear the economic risk of the investment for an indefinite period of time and the loss of the Subscriber's ’s entire investment. (f) The Subscriber has been provided an opportunity to obtain additional information concerning the offering of the Interests, the Fund and all other information to the extent the General Partner possesses or can acquire such information without unreasonable effort or expense and has been given the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms and conditions of the offering of Interests, the Fund and any other matters pertaining thereto. All questions of the Subscriber related to the Subscriber's ’s investment in the Fund have been answered to the full satisfaction of the Subscriber and the Subscriber has received all the information the Subscriber considers necessary or appropriate for deciding whether to purchase the Interest. (g) This Agreement, upon acceptance by the Fund, will constitute a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' ’ rights generally and by principles of equity. (h) If the Subscriber is a natural person, the Subscriber (i) has full legal capacity to acquire and hold an Interest, execute and deliver this Agreement and to perform the Subscriber's ’s obligations in this Agreement, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, and (ii) is a bona fide resident of the state of residence set forth on Exhibit A and has no present intention of becoming a resident of any other state or jurisdiction. If the Subscriber lives in a community property state in the United States, either (i) the source of the capital contributions to be made by the Subscriber in satisfaction of its Commitment will be the Subscriber's ’s separate property and the Subscriber will hold the Interest as its separate property, or (ii) the Subscriber has the authority alone to bind the community property with respect to this Agreement, the Limited Partnership Agreement, and all agreements contemplated hereby and thereby. (i) If the Subscriber is not a natural person, the Subscriber (i) is duly organized and has all requisite power to acquire and hold an Interest, execute and deliver this Agreement and perform its obligations this Agreement requires, none of which conflicts with, or constitutes a default under, any instruments governing the Subscriber, or violates any applicable law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is or may be bound, (ii) has taken all necessary action to duly authorize the execution, delivery and performance of this Agreement and (iii) was not organized for the specific purpose of acquiring the Interest. Furthermore, the person executing and delivering this Agreement and any other documents or instruments on behalf of the Subscriber has all requisite power, authority, and capacity to execute and deliver such documents and instruments, and, upon the General Partner's or the Administrative Manager's request, will furnish the General Partner or the Administrative Manager with true and correct copies of Investor's current governing documents or any other documents reasonably requested by the Investment Adviser to establish such requisite power, authority and capacity.acquiring (j) Other than as set forth in this Agreement or in the Limited Partnership Agreement (and any separate agreement in writing with the Fund executed in conjunction with the Subscriber's ’s subscription for the Interest), the Subscriber is not relying upon any information, representation or warranty by the Fund, the General Partner or any of its respective agents or representatives in determining to invest in the Fund. The Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber's ’s own advisers as to the financial, tax, legal and other matters concerning an investment in the Interest and on that basis and the basis of its own independent investigations, without the assistance of the Fund, the General Partner, the Administrative Manager, or any of its respective agents or representatives, believes that an investment in the Fund is suitable and appropriate for the Subscriber. Subscriber hereby represents and warrants that it has had its own independent legal counsel review and approve all of the legal documents executed in connection with its Subscription. (k) The Subscriber has received and read a copy of the Fund's ’s confidential private placement memorandum (the "“Memorandum"”) and understands the risks and expenses of an investment in, the Fund. The Subscriber acknowledges that it has reviewed and understands the "“Conflicts of Interest" ” section of the Memorandum, and further understands that (i) the General Partner, the Administrative Manager, and their affiliates (A) may carry on investment activities for their own accounts, for family members and friends who do not invest in the Fund; (B) may give advice and recommend investments to their respective family and friends that differs from advice given to, xx investments recommended or bought for, the Fund, even though their business or investment objectives may be the same or similar; and (C) will be engaged in activities, including investment activities, apart from their management of the Fund as permitted by this Agreement; (ii) certain employees of the General Partner are expected to continue to perform services for the General Partner and its affiliates, as well as for new investment funds and accounts that the General Partner may hereafter establish in such manner as the General Partner, in its sole discretion, deems appropriate (subject to the limitations on the timing of such establishment, as described below); (iii) certain other selling, general and administrative expenses will be shared by the Fund and companies affiliated with the General Partner; (iv) the Fund may co-invest with affiliates of the General Partner; and (v) the Fund may use affiliates of the General Partner to provide certain services to the Fund. The Subscriber was offered the Interest through private negotiations and not through any general solicitation or general advertising, unless the Interest is being offered pursuant to Rule 506(c) under the Securities Act. (l) The Subscriber understands and acknowledges that (i) any description of the Fund's ’s business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates, projections and forward-looking statements were based upon the best judgment of the Fund's ’s management at the time the estimates or projections were made and that whether or not the estimates, projections or forward-looking statements will materialize will depend upon many factors that are out of the control of the Fund and (iii) there is no assurance that any projections, estimates or forward-looking statements will be attained.the (m) The Subscriber acknowledges and agrees that it will be subject to the Management Fee, Organization Fee and Escrow Fee, each as defined and described in the Limited Partnership Agreement or herein. In addition, the Investor understands that the General Partner will be entitled to receive carried interest distributions with respect to the Subscriber in accordance with the terms set forth in the Limited Partnership Agreement. The Subscriber represents and warrants that: (i) this Agreement constitutes an arm'sarm’s-length contract between the Subscriber, the other Limited Partners and the General Partner; and (ii) the Subscriber fully understands the foregoing compensation arrangements and the risks associated therewith, including the fact that carried interest payments may create an incentive for the General Partner and the Investment Adviser to engage in more speculative investment activities than might be the case if only a Management Fee was charged. (n) The Subscriber's ’s information provided in this Agreement (including the exhibits hereto) is complete and accurate and may be relied upon by the Fund and the General Partner. Additionally, by executing the Agreement, the Subscriber acknowledges and agrees that any identifying information or documentation regarding the Subscriber and/or its suitability to invest in the Fund that was furnished by the Subscriber to the Fund, the General Partner or their affiliates online, or via e-mail, whether in connection with this subscription or previously, may be made available to the General Partner, remains true and correct in all respects and may, at the discretion of the General Partner, be incorporated by reference herein (collectively, "“Supporting Documents"”). (o) Neither this Subscription nor any of the Subscriber's ’s contributions in satisfaction of its Commitments do or will directly or indirectly contravene applicable laws and regulations, including anti-money-laundering laws and regulations. The Subscriber understands and agrees that the Fund may undertake any actions that the Fund deems necessary or appropriate to ensure compliance with applicable laws, rules and regulations regarding money laundering or terrorism. In furtherance of those efforts, the Subscriber hereby represents, covenants, and agrees that, to the best of the Subscriber's ’s knowledge based on reasonable investigation: (i) None of the Subscriber's ’s capital contributions to the Fund (whether payable in cash or otherwise) will be derived from money laundering or similar activities deemed illegal under federal laws and regulations. (ii) None of the Subscriber's ’s capital contributions to the Fund will cause the Fund or any of its personnel to be in violation of federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the International Money Laundering Abatement and Anti- Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (iii) The Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the Fund's ’s own internal anti-money laundering policies, the Fund and the General Partner may require further identification of the Subscriber and the source of its capital contribution before these Subscription Documents can be processed, capital contributions can be accepted, or distributions made. When requested by the General Partner, the Subscriber will provide any and all additional information, and the Subscriber understands and agrees that the General Partner may release confidential information about the Subscriber (and, if applicable, any underlying beneficial owner or Related Person1 to any person) if the General Partner has determined that the release is necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities; provided, that prior to releasing the information, the General Partner will confirm with counsel that the release is necessary to so ensure said compliance.the (p) Except as otherwise disclosed in writing to the General Partner, the Subscriber represents and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial Owners (as defined below), nor any person or entity controlled by, controlling or under common control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is acting as agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity, any Related Person is: (i) a Prohibited Investor;2 (ii) a Senior Foreign Political Figure,3 any member of a Senior Foreign Political Figure's "’s “immediate family," ” which includes the figure's ’s parents, siblings, spouse, children and in-laws, or any Close Associate4 of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;5 1 For purposes of this subparagraph (n) and subparagraph (o) below, with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "“Qualified Plan"”), the term "“Related Person" ” will exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan.