Common use of Subsequent Closings Clause in Contracts

Subsequent Closings. The Company may hold one or more closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) on or prior to the Final Closing Date. Upon or following the acceptance of a Common Unitholder’s Commitment on any Subsequent Closing Date, such Common Unitholder shall be required to purchase from the Company a number of Common Units with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Units by the Common Unitholder, such Common Unitholder’s Contributed Capital Percentage shall be equal to the Contributed Capital Percentage of each prior Common Unitholder (other than any Affiliate of GS Group, any Defaulting Unitholders or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase Price) (the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up Date”). Any Common Unitholder increasing its Commitment on any Subsequent Closing Date shall be treated as it were making a new Commitment to the Company. Upon payment of the Adjusted Purchase Price by an applicable Common Unitholder on a Catch-Up Date, the Company shall issue to such Common Unitholder a number of Common Units determined by dividing (x) the Adjusted Purchase Price for such Common Unitholder by (y) the then-current NAV per Unit. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this 3.3.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date.

Subsequent Closings. The Company may hold one or more a limited number of closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) on or prior to the Final Closing Date. Upon or following the acceptance of a Common Unitholder’s Commitment on any Subsequent Closing Date, such Common Unitholder shall be required to purchase from the Company Company, on no less than 5 Business Days’ prior notice, a number of Common Units with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Units by the Common Unitholder, such Common Unitholder’s Net Contributed Capital Percentage shall be equal to the Net Contributed Capital Percentage of each prior Common Unitholder (other than any Affiliate of GS Group, any Defaulting Unitholders or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase Price) (the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up Date”). Any Common Unitholder increasing its Commitment on any Subsequent Closing Date shall be treated as it were making a new Commitment to the Company. Upon payment of the Adjusted Purchase Price by an applicable Common Unitholder on a Catch-Up Date, the Company shall issue to such Common Unitholder a number of Common Units determined by dividing (x) the Adjusted Purchase Price for such Common Unitholder Unitholder, minus the Organizational Expense Allocation by (y) the then-current NAV per Unit. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this 3.3.23.4.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date.

Subsequent Closings. The Company may hold one or more a limited number of closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) on or prior to the Final Closing Date. Upon or following the acceptance of a Common Unitholder’s Commitment on any Subsequent Closing Date, such Common Unitholder shall be required to purchase from the Company Company, on no less than five (5) Business Days’ prior notice, a number of Common Units with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Units by the Common Unitholder, such Common Unitholder’s Net Contributed Capital Percentage shall be equal to the Net Contributed Capital Percentage of each prior Common Unitholder (other than any Affiliate of GS Group, any Defaulting Unitholders or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase Price) (the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up Date”). Any Common Unitholder increasing its Commitment on any Subsequent Closing Date shall be treated as it were making a new Commitment to the Company. Upon payment of the Adjusted Purchase Price by an applicable Common Unitholder on a Catch-Up Date, the Company shall issue to such Common Unitholder a number of Common Units determined by dividing (x) the Adjusted Purchase Price for such Common Unitholder Unitholder, minus the Organizational Expense Allocation by (y) the then-current NAV per Unit. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this 3.3.23.4.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date.

Subsequent Closings. The Company Fund may hold enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more closings subsequent dates to be determined by the Initial Fund that occur on or following the Subsequent Closing Date (each date on which a subsequent closing is heldsuch date, a “Subsequent Closing Catch-Up Date”) on or prior to ), each Subsequent Investor which enters into a Capital Commitment with the Final Closing Date. Upon or following Fund may be required, in the acceptance of a Common UnitholderFund’s Commitment on any Subsequent Closing Datesole discretion, such Common Unitholder shall be required to purchase from the Company Fund a number of Common Units Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Units Shares by the Common UnitholderSubsequent Investor on such Catch-Up Date(s), such Common UnitholderSubsequent Investor’s Contributed Capital Invested Percentage (as defined below) shall be equal to the Contributed Capital Invested Percentage of each all prior Common Unitholder Investors which have entered into Capital Commitments with the Fund (other than any Affiliate of GS Group, any Defaulting Unitholders Investors (as defined below) or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase PriceExcluded Investors (as defined below)) (such amount, the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up DatePurchase Price” and such purchase, the “Catch-Up Purchase”). Any Common Unitholder increasing its Commitment on any Subsequent Closing Date shall be treated as it were making a new Commitment to the Company. Upon payment of all or a portion of the Adjusted Catch-Up Purchase Price by such an applicable Common Unitholder Investor on a Catch-Up Date, the Company Fund shall issue to each such Common Unitholder Subsequent Investor a number of Common Units determined by dividing (x) Shares equal to the Adjusted portion of the Catch-Up Purchase Price for such Common Unitholder paid divided by (y) the then-current NAV transaction price per UnitShare as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that a the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this 3.3.2Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment.

Subsequent Closings. The Company may hold one or more closings subsequent to the Initial Closing Date to accept new or increased commitments from Common Unitholders (each date on which a subsequent closing is held, a “Subsequent Closing Date”) on ); provided, that the acceptance of any new or prior to increased commitment at any Subsequent Closing Date shall require the Final Closing Dateconsent of a majority-in-interest of the Common Unitholders. Upon or following the acceptance of a Common Unitholder’s new or increased Commitment on any Subsequent Closing Date, such Common Unitholder shall be required to purchase from the Company Company, on no less than ten (10) Business Days’ prior notice, a number of Common Units with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Units by the Common Unitholder, such Common Unitholder’s Net Contributed Capital Percentage shall be equal to the Net Contributed Capital Percentage of each prior Common Unitholder (other than any Affiliate of GS Group, any Defaulting Unitholders or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase Price) (the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up Date”). Any Common Unitholder increasing its Commitment on any Subsequent Closing Date shall be treated as if it were making a new Commitment to the Company. Upon payment of the Adjusted Purchase Price by an applicable Common Unitholder on a Catch-Up Date, the Company shall issue to such Common Unitholder a number of Common Units determined by dividing (x) the Adjusted Purchase Price for such Common Unitholder by (y) the then-current NAV per Unit. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this 3.3.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date.

Subsequent Closings. The Company may hold enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more closings subsequent dates to be determined by the Initial Company that occur on or following the Subsequent Closing Date (each date on which a subsequent closing is heldsuch date, a “Subsequent Closing Catch-Up Date”) on or prior to ), each Subsequent Investor which enters into a Capital Commitment with the Final Closing Date. Upon or following the acceptance of a Common Unitholder’s Commitment on any Subsequent Closing Date, such Common Unitholder Company shall be required to purchase from the Company a number of Common Units Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Units Shares by the Common UnitholderSubsequent Investor on such Catch-Up Date(s), such Common UnitholderSubsequent Investor’s Contributed Capital Invested Percentage (as defined below) shall be equal to the Contributed Capital Invested Percentage of each all prior Common Unitholder Investors which have entered into Capital Commitments with the Company (other than any Affiliate of GS Group, any Defaulting Unitholders or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase PriceInvestor) (such amount, the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up DatePurchase Price” and such purchase, the “Catch-up Purchase”). Any Common Unitholder increasing its Commitment on any Subsequent Closing Date shall be treated as it were making a new Commitment to the Company. Upon payment of all or a portion of the Adjusted Catch-Up Purchase Price by such an applicable Common Unitholder Investor on a Catch-Up Date, the Company shall issue to each such Common Unitholder Subsequent Investor a number of Common Units Shares determined by dividing (x) the Adjusted Catch-Up Purchase Price for such Common Unitholder paid minus the Organizational Expense Allocation (as defined below) by (y) the then-current NAV per UnitShare as of a Catch-Up Date (determined prior to such issuance). Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-up Purchase. For the avoidance of doubt, in the event that a the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this 3.3.2Section 3(f) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment. “Organizational Expense Allocation” means, with respect to an Investor, (a) multiplied by (b), where: (a) equals (i) a fraction, the numerator of which is the total Capital Commitments received by the Company through such date (including the Investor’s), and the denominator of which is the total Capital Commitments received by the Company through such date (excluding the Investor’s), minus (ii) 1.00; and (b) equals the total amount of organizational and offering expenses spent by the Company in connection with the Company’s formation and the offering described in the Memorandum.

Subsequent Closings. The Company may hold one or more closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) on to admit one or prior more additional Members or to the Final allow any existing Member to increase its Commitment (each such Member, a “Subsequent Closing DateMember”). Upon or following the acceptance of a Common UnitholderSubsequent Closing Member’s Commitment on any Subsequent Closing Date, such Common Unitholder shall Subsequent Closing Member may be required to purchase make a Catch-up Purchase, on no less than seven Business Days (measured from the date the Company a number of Common Units with an aggregate purchase price necessary to ensure thatsends the applicable notice, upon payment of rather than the aggregate purchase price for date such Units by the Common Unitholdernotice is received), such Common Unitholder’s Contributed Capital Percentage shall be equal to the Contributed Capital Percentage of each prior Common Unitholder (other than any Affiliate of GS Group, any Defaulting Unitholders or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded at the Adjusted Purchase Price) (the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up up Date”). Catch-up Dates can occur at any point in a month but generally will not occur in a month for which there is also a Drawdown Date. Any Common Unitholder Member increasing its Capital Commitment on any Subsequent Closing Date shall be treated as if it were making a new Commitment to the Company. Upon payment of the Adjusted Purchase Price by an applicable Common Unitholder on a each Catch-Up up Date, the Company shall issue to such Common Unitholder a number of Common Units determined by dividing issuable to a Subsequent Closing Member will equal: (x) the Adjusted Purchase Price for such Common Unitholder Subsequent Closing Member, minus the Organizational Expense allocation, divided by (y) the then-current NAV per Unit. For the avoidance of doubt, in the event that a A Catch-Up up Date and a Drawdown Date generally will not occur on in the same calendar daymonth. In connection with each Drawdown Date following any Subsequent Closing Date, such Catch-Up Date (and the application of the provisions of this 3.3.2) all Members, including Subsequent Closing Members, shall be deemed to have occurred immediately prior purchase Units in accordance with 6.1, subject in all cases to the relevant Drawdown DateCompany’s right to limit issuances of Units in order to comply with applicable law, including ERISA.

Subsequent Closings. The Company may hold enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more closings subsequent dates to be determined by the Initial Company that occur on or following the Subsequent Closing Date (each date on which a subsequent closing is heldsuch date, a “Subsequent Closing Catch-Up Date”) on or prior to the Final Closing Date. Upon or following the acceptance of a Common Unitholder’s Commitment on any ), each Subsequent Closing Date, such Common Unitholder Investor shall be required to purchase from the Company a number of Common Units Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Units Shares by the Common UnitholderSubsequent Investor on such Catch-Up Date(s), such Common UnitholderSubsequent Investor’s Contributed Capital Invested Percentage (as defined below) shall be equal to the Contributed Capital Invested Percentage of each all prior Common Unitholder Investors (other than any Affiliate of GS Group, any Defaulting Unitholders or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase PriceInvestor) (such amount, the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up DatePurchase Price” and such purchase, the “Catch-up Purchase”). Any Common Unitholder increasing its Commitment on any Subsequent Closing Date shall be treated as it were making a new Commitment to the Company. Upon payment of all or a portion of the Adjusted Catch-Up Purchase Price by an applicable Common Unitholder the Investor on a Catch-Up Date, the Company shall issue to each such Common Unitholder Subsequent Investor a number of Common Units Shares determined by dividing (x) the Adjusted Catch-Up Purchase Price for such Common Unitholder paid minus the Organizational Expense Allocation (as defined below) by (y) the then-current NAV per UnitShare as of a Catch-Up Date (determined prior to such issuance). Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-up Purchase. For the avoidance of doubt, in the event that a the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this 3.3.2Section 3(f) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment. “Organizational Expense Allocation” means, with respect to an Investor, (a) multiplied by (b), where: (a) equals (i) a fraction, the numerator of which is the total Capital Commitments received by the Company through such date (including the Investor’s), and the denominator of which is the total Capital Commitments received by the Company through such date (excluding the Investor’s), minus (ii) 1.00; and (b) equals the total amount of organizational and offering expenses spent by the Company in connection with the Company’s formation and the offering described in the Memorandum.