Common use of Subscription Commitment Clause in Contracts

Subscription Commitment. Subject to the terms and conditions set forth in this Subscription Agreement (this “Subscription Agreement”) and the applicable Partnership Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase limited partner interests (“Interests”) in the applicable Fund selected and indicated by the Subscriber in the Subscriber Information Form (except as otherwise determined by the General Partner in its sole discretion) (such Fund, the “Selected Fund”). The Subscriber agrees to contribute, in cash to the capital of the Selected Fund an amount equal to their total capital commitment set forth on the Subscriber Information Form (the “Capital Commitment”). The Capital Commitment shall be payable in one or more installments in amounts and on dates specified by NB Crossroads PMF V GP LLC (or its assignee or designee), in its capacity as the sole general partner of the Selected Fund (the “General Partner”), in accordance with the applicable Partnership Agreement. Unless otherwise agreed by the General Partner in its sole discretion, each capital contribution or other payment with respect to the Capital Commitment shall be drawn from the account indicated in the Subscriber Information Form. The Subscriber acknowledges and agrees that the execution and delivery of this Subscription Agreement by the Subscriber constitutes a binding and irrevocable offer to purchase Interests in the Selected Fund and to fund the full amount of the Capital Commitment, and an agreement to hold such offer open until it is either accepted or rejected by the General Partner in its sole discretion. The Subscriber understands that this subscription is not binding on the General Partner or the Selected Fund until accepted by the General Partner and may be rejected, in whole or in part, by the General Partner in its absolute discretion. In the event the subscription is rejected in its entirety, this Subscription Agreement shall have no force or effect and shall be void ab initio. Unless and until rejected by the General Partner in its entirety, this subscription shall, to the fullest extent permitted by applicable law, be binding upon and irrevocable by the Subscriber. The Subscriber acknowledges and agrees that if the subscription is accepted, in whole or in part, by the General Partner, (i) the Subscriber will, with no further action required on its part, become a Limited Partner of the Selected Fund (except as otherwise determined by the General Partner in its sole discretion), and (ii) the Subscriber will be bound by and adhere to, and shall otherwise comply with, all of the provisions, terms and obligations applicable to Limited Partner as set forth herein, in the applicable Partnership Agreement of the Selected Fund and this Subscription Agreement. The Subscriber hereby accepts, adopts and agrees to be bound by and adhere to each and every provision contained in the applicable Partnership Agreement of the Selected Fund and this Subscription Agreement and agrees to acquire an Interest in, and become a Limited Partner of, the Selected Fund and hereby confirms the granting of the powers of attorney to the General Partner under, pursuant to and in accordance with the terms and the provisions of the applicable Partnership Agreement of the Selected Fund. The Subscriber understands that the timing of the closings of the offering of Interests in the Selected Fund will be determined by the General Partner in its sole discretion.

Subscription Commitment. Subject to the terms and conditions set forth in this Subscription Agreement (this “Subscription Agreement”) and the applicable Partnership Agreement, the The Subscriber hereby irrevocably subscribes for and agrees to purchase limited partner interests (the “Interests”) in the applicable Fund selected and indicated by the Subscriber in the Subscriber Information Form (except as otherwise determined by the General Partner in its sole discretion) (such MD Xxxxxxxx Focus Fund, L.P., a Delaware limited partnership (the “Selected FundPartnership”). The Subscriber ) and agrees to contribute, in cash contribute to the capital of the Selected Fund an Partnership, in accordance with the accompanying Subscriber Questionnaire completed and signed by the Subscriber (the “Subscriber Questionnaire”), in cash, the amount equal to their total set forth in the Subscriber Questionnaire as the Subscriber’s capital commitment set forth on to the Subscriber Information Form Partnership (the “Capital Commitment”), subject to adjustments pursuant to the Partnership Agreement. The Capital Commitment Subscriber’s capital contribution shall be payable in one or more installments in amounts and on dates specified by NB Crossroads PMF V GP LLC (or its assignee or designee)Focus Fund GP, in its capacity LLC, as the sole general partner of the Selected Fund Partnership (the “General Partner”), in accordance with the applicable Partnership Agreement. Unless otherwise agreed Each subscription payment shall be payable in full in readily available funds by the General Partner in its sole discretion, each capital contribution or other payment with respect wire transfer to the Capital Commitment shall be drawn from the bank account indicated in the Subscriber Information Form. The Subscriber acknowledges and agrees that the execution and delivery of this Subscription Agreement by the Subscriber constitutes a binding and irrevocable offer to purchase Interests in the Selected Fund and to fund the full amount of the Capital Commitment, and an agreement to hold such offer open until it is either accepted or rejected by the General Partner in its sole discretionPartnership. The Subscriber understands that this subscription is not binding on the General Partner or the Selected Fund Partnership until accepted by the General Partner Partner, and may be rejected, rejected in whole or in part, part by the General Partner in its absolute discretion. In the event the subscription is If so rejected in its entiretyfull, this Subscription Agreement the Partnership shall return to the Subscriber, without interest or deduction, any payment tendered by the Subscriber, and the Partnership and the Subscriber shall have no force or effect and shall be void ab initiofurther obligation to each other hereunder. Unless and until rejected by the General Partner in its entiretyPartner, this subscription shall, to the fullest extent permitted by applicable law, shall be binding upon and irrevocable by the Subscriber. The Subscriber acknowledges and agrees that if the subscription is accepted, in whole or in part, by the General Partner, (i) the Subscriber will, with no further action required on its part, become a Limited Partner of the Selected Fund (except as otherwise determined by the General Partner in its sole discretion), and (ii) the Subscriber will be bound by and adhere to, and shall otherwise comply with, all of the provisions, terms and obligations applicable to Limited Partner as set forth herein, in the applicable Partnership Agreement of the Selected Fund and this Subscription Agreement. The Subscriber hereby accepts, adopts and agrees to be bound by and adhere to each and every provision contained in the applicable Partnership Agreement of the Selected Fund and this Subscription Agreement and agrees to acquire an Interest in, and become a Limited Partner of, the Selected Fund and hereby confirms the granting of the powers of attorney to the General Partner under, pursuant to and in accordance with the terms and the provisions of the applicable Partnership Agreement of the Selected Fund. The Subscriber understands that the timing of the closings initial closing of the offering of Interests in the Selected Fund Partnership will be determined by the General Partner in its sole discretion. The Subscriber agrees that this subscription may be accepted in part by the General Partner, and if so, the Partnership shall return the appropriate portion of any payment tendered by the Subscriber, without interest or deduction.

Subscription Commitment. Subject to the terms and conditions set forth in this Subscription Agreement (this “Subscription Agreement”) and the applicable Partnership Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase limited partner interests (“Interests”) in the applicable Fund selected and indicated by the Subscriber in the Subscriber Investor Information Form (except as otherwise determined by the General Partner in its sole discretion) (such Fund, the “Selected Fund”). The Subscriber agrees to contribute, contribute in cash to the capital of the Selected Fund an amount equal to their total capital commitment set forth on the Subscriber Investor Information Form (the “Capital Commitment”). The Capital Commitment shall be payable in one or more installments in amounts and on dates specified by the Selected Fund or NB Crossroads PMF V VII GP LLC (or its assignee or designee), in its capacity as the sole general partner of the Selected Fund (the “General Partner”), in accordance with the applicable Partnership Agreement. Unless otherwise agreed by the General Partner Subscriber notifies the Selected Fund in its sole discretionwriting, each capital contribution or other payment with respect to the Capital Commitment shall be drawn from from, and each payment with respect to fund distributions shall be deposited to, the account indicated in the Subscriber Investor Information Form. The Subscriber acknowledges and agrees that the execution and delivery of this Subscription Agreement by the Subscriber constitutes a binding and irrevocable offer to purchase Interests in the Selected Fund and to fund the full amount of the Capital Commitment, and an agreement to hold such offer open until it is either accepted or rejected by the General Partner in its sole discretion. The Subscriber understands that this subscription is not binding on the General Partner or the Selected Fund until accepted by the General Partner and may be rejected, in whole or in part, by the General Partner in its absolute discretion. In the event the subscription is rejected in its entirety, this Subscription Agreement shall have no force or effect and shall be void ab initio. Unless and until rejected by the General Partner in its entirety, this subscription shall, to the fullest extent permitted by applicable law, be binding upon and irrevocable by the Subscriber. The Subscriber acknowledges and agrees that if the subscription is accepted, in whole or in part, by the General Partner, (i) the Subscriber will, with no further action required on its part, become a Limited Partner of the Selected Fund (except as otherwise determined by the General Partner in its sole discretion), and (ii) the Subscriber will be bound by and adhere to, and shall otherwise comply with, all of the provisions, terms and obligations applicable to Limited Partner as set forth herein, in the applicable Partnership Agreement of the Selected Fund and this Subscription Agreement. The Subscriber hereby accepts, adopts and agrees to be bound by and adhere to each and every provision contained in the applicable Partnership Agreement of the Selected Fund and this Subscription Agreement and agrees to acquire an Interest in, and become a Limited Partner of, the Selected Fund and hereby confirms the granting of the powers of attorney to the General Partner under, pursuant to and in accordance with the terms and the provisions of the applicable Partnership Agreement of the Selected Fund. The Subscriber understands that the timing of the closings of the offering of Interests in the Selected Fund will be determined by the General Partner in its sole discretion. For purposes of this Subscription Agreement, the use of the term “the Subscriber” and any other related words in the singular shall include the plural where there is more than one party specified in the Subscription Agreement Signature Page and the Investor Information Form.

Subscription Commitment. Subject to the terms and conditions set forth in this Subscription Agreement (this “Subscription Agreement”) and the applicable Partnership LLC Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase limited partner liability company interests (“Interests”) ), of a specific class, in the applicable Fund selected and indicated by the Subscriber in the Subscriber Information Form (except as otherwise determined by the General Partner in its sole discretion) (such Fund, the “Selected Fund”). The Subscriber agrees to contribute, contribute in cash to the capital of the Selected Fund an amount equal to their total capital commitment set forth on the Subscriber Information Form (the “Capital Commitment”). The Capital Commitment shall be payable in one or more installments in amounts and on dates specified by NB Crossroads PMF V GP LLC (or its assignee or designee), in its capacity as the sole general partner of the Selected Fund (the “General Partner”), in accordance with the applicable Partnership Agreement. Unless otherwise agreed by the General Partner Fund in its sole discretion, each capital contribution or other payment with respect to the Capital Commitment shall must be drawn from received by the account indicated Fund prior to the acceptance date for the applicable offering as described in the Prospectus. In the event that payment with respect to the Capital Commitment is not received prior to a cut-off date set by the Fund, the Subscriber Information Formunderstands and agrees that the Fund may hold the relevant funds and this Subscription Agreement for processing in the next closing date for the offering of Interests in the Fund. The Subscriber understands that the timing of the closings of the offering of Interests in the Fund will be determined by the Fund in its sole discretion. The Subscriber acknowledges and agrees that the execution and delivery of this Subscription Agreement by the Subscriber constitutes a binding and irrevocable offer to purchase Interests in the Selected Fund and to fund the full amount of the Capital Commitment, and an agreement to hold such offer open until it is either accepted or rejected by the General Partner Fund in its sole discretion. The Subscriber understands that this subscription is not binding on the General Partner or the Selected Fund until accepted by the General Partner Fund and may be rejected, in whole or in part, by the General Partner Fund in its absolute discretion. In the event the subscription is rejected in its entirety, this Subscription Agreement shall have no force or effect and shall be void ab initio. Unless and until rejected by the General Partner Fund in its entirety, this subscription shall, to the fullest extent permitted by applicable law, be binding upon and irrevocable by the Subscriber. The Subscriber acknowledges and agrees that if the subscription is accepted, in whole or in part, by the General PartnerFund, (i) the Subscriber will, with no further action required on its part, become a Limited Partner Member of the Selected Fund (except as otherwise determined by the General Partner in its sole discretion)Fund, and (ii) the Subscriber will be bound by and adhere to, and shall otherwise comply with, all of the provisions, terms and obligations applicable to Limited Partner a Member as set forth herein, in the applicable Partnership LLC Agreement of the Selected Fund and this Subscription Agreement. The Subscriber hereby accepts, adopts and agrees to be bound by and adhere to each and every provision contained in the applicable Partnership LLC Agreement of the Selected Fund and this Subscription Agreement and agrees to acquire an Interest purchase Interests in, and become a Limited Partner Member of, the Selected Fund and hereby confirms the granting of the powers of attorney to the General Partner Fund under, pursuant to and in accordance with the terms and the provisions of the applicable Partnership Agreement LLC Agreement. For purposes of this Subscription Agreement, the use of the Selected Fund. The Subscriber understands that term “the timing of the closings of the offering of Interests Subscriber” and any other related words in the Selected Fund will be determined by singular shall include the General Partner plural where there is more than one party specified in its sole discretionthe Subscription Agreement Signature Page and the Subscriber Information Form.