Common use of Capital Commitments Clause in Contracts

Capital Commitments. (a) Each Member’s Capital Commitment shall be set forth on the Member List and in such Member’s Subscription Agreement and shall be payable in cash in U.S. dollars. Prior to the SCP PIMCO Threshold Date, subject to Manager Approval, the Servicer may utilize the proceeds from any Interim Loan to fund Investments or pay expenses; provided that the aggregate principal amount of all Interim Loans outstanding shall not exceed the Capital Commitment of any Member. Following the SCP PIMCO Threshold Date, subject to Manager Approval, each payment of a Member’s Capital Commitment shall be made from time to time within fifteen (15) business days after notice from the Servicer specifying the amount then to be paid, or such later date as may be specified in such notice; provided, that the Members agree to use commercially reasonable efforts to contribute capital in fewer than fifteen (15) business days if practicable. Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments. (b) Each Member’s obligation to fund its Capital Commitment shall commence on the date of the Member’s admission to the Company and expire upon the termination of the Reinvestment Period; provided that following the expiration of the Reinvestment Period, Members shall remain obligated to fund their respective Capital Commitments for Investments approved by Manager Approval that the Company was contractually committed to make in whole or in part (as evidenced by a binding commitment letter, binding term sheet or binding letter of intent, or definitive legal documents under which less than all advances have been made) on or before the expiration of the Reinvestment Period, Expenses and all other obligations of the Company including, for the avoidance of doubt, protective advances required under the Investments. (c) A Member may terminate all or any portion of its remaining Capital Commitments at any time upon thirty (30) days’ prior written notice to the other Members. For the avoidance of doubt, termination of all or any portion of a Member’s Capital Commitment shall not require Manager Approval or the consent of any other Member. Upon any such termination, the Reinvestment Period shall terminate and the Company shall be wound down in accordance with Section 8.3. (d) For the avoidance of doubt, termination of a remaining Capital Commitment by a Member pursuant to Section 3.1(c) shall not extinguish such Member’s obligation to contribute capital to the extent any revolver or delay draw exists on or prior to the date of termination and shall not terminate the remaining Capital Commitment of any other Member.

Capital Commitments. None of the Credit Parties shall (aand each Credit Party shall cause BlackRock (as defined in the applicable Constituent Documents) Each Memberand the Investment Manager not to) permit any redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation with respect to all or any portion of BlackRock’s Capital Commitment without the prior written consent of the Administrative Agent and the Required Lenders; provided that such consent shall not be unreasonably withheld or delayed and that the failure of the Administrative Agent and the Required Lenders to respond to notice from the Credit Parties requesting such consent within ten (10) Business Days shall be set forth on deemed to constitute such consent; provided further, that, such consent shall not be required (x) to the Member List and extent such redemption, Transfer, withdrawal, termination, reduction, elimination, suspension, excuse, waiver or cancellation is reasonably deemed necessary, advisable or appropriate by the General Partner to comply with Applicable Law or to reduce, eliminate or otherwise modify, the impact of Applicable Law on, or applicability thereof to, BlackRock, any of its Affiliates, or any fund organized, offered and/or managed by BlackRock or any of its Affiliates, (y) to any Affiliate of the General Partner; provided further that such Affiliate fulfills the requirements of Applicable Law or (z) any change appropriate to cause the applicable Fund to conduct its business in such Member’s compliance with Applicable Laws. None of the Credit Parties shall permit any withdrawal, termination, reduction, suspension, excuse, formal waiver or other cancellation with respect to an obligation of any Investor under its Subscription Agreement and shall or the applicable Constituent Documents or any Side Letter without the prior written consent of the Required Lenders which may be payable withheld in cash in U.S. dollarstheir sole discretion. Prior to the SCP PIMCO Threshold Dategiving effect to any termination, subject suspension, cancellation, reduction, excuse or waiver pursuant to Manager Approvalthis Section 9.6, the Servicer may utilize the proceeds from or any Interim Loan withdrawal or transfer pursuant to fund Investments or pay expenses; provided that the aggregate principal amount this Section 9.6 (other than a Transfer by an Investor of all Interim Loans outstanding shall not exceed or a portion of its interest in the Capital Commitment of any Member. Following the SCP PIMCO Threshold Dateapplicable Fund, subject to Manager Approval, each payment of a Member’s Capital Commitment shall be made from time to time within fifteen which (15) business days after notice from the Servicer specifying the amount then to be paid, or such later date as may be specified in such notice; provided, that the Members agree to use commercially reasonable efforts to contribute capital in fewer than fifteen (15) business days if practicable. Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments. (b) Each Member’s obligation to fund its Capital Commitment shall commence on the date of the Member’s admission to the Company and expire upon the termination of the Reinvestment Period; provided that following the expiration of the Reinvestment Period, Members shall remain obligated to fund their respective Capital Commitments for Investments approved by Manager Approval that the Company was contractually committed to make in whole or in part (as evidenced by a binding commitment letter, binding term sheet or binding letter of intent, or definitive legal documents under which less than all advances have been made) on or before the expiration of the Reinvestment Period, Expenses and all other obligations of the Company including, for the avoidance of doubt, protective advances required under ) the Investments. (c) A Member may terminate all or any portion of its remaining Capital Commitments at any time upon thirty (30) days’ prior written notice to the other Members. For the avoidance of doubt, termination of all or any portion of a Member’s Capital Commitment shall not require Manager Approval or the consent of any other Member. Upon any such terminationparties acknowledge is governed by Section 8.2 rather than this Section 9.6), the Reinvestment Period shall terminate Available Commitment will be calculated, and the Company shall be wound down if such action would result in accordance with Section 8.3. (d) For the avoidance of doubt, termination of a remaining Capital Commitment by a Member mandatory prepayment pursuant to Section 3.1(c) 2.1(e), such prepayment shall not extinguish such Member’s obligation to contribute capital to the extent any revolver or delay draw exists on or be made prior to the date effectiveness of termination and shall not terminate the remaining Capital Commitment of any other Membersuch withdrawal, termination, suspension, transfer, cancellation, reduction, excuse or waiver.

Capital Commitments. (a) Each Member’s Member has made an initial Capital Commitment shall be Contribution of $1,000 in U.S. dollars to the Company (“Initial Capital Contribution”) and a Subsequent Contribution of $14,000,000 in U.S. dollars to the Company. Each Member agrees to make additional Subsequent Contributions to the Company up to the amount set forth on Exhibit A attached hereto in accordance with the Member List and in such Member’s Subscription Agreement and shall be payable in cash in U.S. dollarsterms of this Agreement. Prior to the SCP PIMCO Threshold Date, subject to Manager Approval, the Servicer may utilize the proceeds from any Interim Loan to fund Investments or pay expenses; provided that the aggregate principal amount of all Interim Loans outstanding shall not exceed the Capital Commitment of any Member. Following the SCP PIMCO Threshold Date, subject to Manager Approval, each payment of a Member’s Capital Commitment Each Subsequent Contribution shall be made from time to time within fifteen five (155) business days after the date of notice from the Servicer Administrative Agent (or any other Person with the power and authority to call the Capital Commitments) specifying the amount then to be paid, or at such later date as may be specified in such notice, and the bank account of the Company to which such amount is then to be paid; provided, provided that the Members agree capital call of any such amount shall be subject to use commercially reasonable efforts to contribute capital in fewer than fifteen (15) business days if practicableBoard Approval. Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments; provided, in the event that one or more Member is considered a Defaulting Member, then such Capital Contributions called by the Administrative Agent pursuant to this Section 4.1 shall first be paid by such Defaulting Member until the Defaulting Member has satisfied all unpaid amounts due and owing to the Company, and all remaining amounts shall then be paid by all Members pro rata based on their respective Capital Commitments. The Members agree that, within five (5) business days after the date of each notice from the Administrative Agent (or any other Person with the power and authority to call the Capital Commitments) specifying the amount then to be paid or such later date as may be specified in such notice on which such amount is then to be paid, the Administrative Agent, on behalf of the Company shall undertake a Qualifying JV Pledge Reduction in accordance with the LSA so that, following the effectiveness of such Qualifying JV Pledge Reduction, the aggregate amount of JV Capital Pledge Amount under the LSA will be reduced to no more than (x) the aggregate amount of Capital Commitments of the Members, minus (y) the aggregate amount of Capital Commitments called to date. The Administrative Agent shall notify the Members promptly if the Administrative Agent (as defined in the LSA) refuses to agree to effect a Qualifying JV Pledge Reduction and/or a Qualifying JV Pledge Release, as the case may be. (b) Each Notwithstanding anything else herein, at any time that CGMSF is a Pledge Defaulting Member and Credit Partners is a Pledge Non-Defaulting Member’s obligation to fund its , (i) the Administrative Agent shall not call any Capital Commitment shall commence on Contributions and (ii) Capital Contributions may be called by the date of the Member’s admission to the Company and expire upon the termination of the Reinvestment Period; provided that following the expiration of the Reinvestment Period, Members shall remain obligated to fund their respective Capital Commitments for Investments approved by Manager Approval that the Company was contractually committed to make in whole or in part (as evidenced by a binding commitment letter, binding term sheet or binding letter of intent, or definitive legal documents under which less than all advances have been made) on or before the expiration of the Reinvestment Period, Expenses and all other obligations of the Company including, for the avoidance of doubt, protective advances required under the InvestmentsBoard. (c) A Member may terminate all or any portion Any call of its remaining Capital Commitments at any time upon thirty (30) days’ prior written notice to the other Members. For the avoidance of doubt, termination of all or any portion of a Member’s Capital Commitment shall not require Manager Approval or the consent of any other Member. Upon any such termination, the Reinvestment Period shall terminate and the Company Contributions shall be wound down called by delivering to each Member a notice, substantially in accordance with Section 8.3the form as set forth on Exhibit B hereto. (d) For Capital Contributions which are not used for their intended purpose shall be returned to the avoidance Members within ninety (90) days after the date of doubtreceipt by the Company of such Capital Contributions in the same proportion in which made, termination in which case such amount shall be added back to the unfunded Capital Commitments of a remaining the Members and may be recalled by the Company as set forth in this Article 4. (e) A Member may suspend the Investment Period (and thus the Member’s unfunded Capital Commitment by with respect thereto) immediately upon notice to the other Member following a Cause Event with respect to such other Member. Notwithstanding the foregoing, each Member shall remain liable for such Member’s unfunded Capital Commitment for Valid Company Purposes set forth in clauses (ii) through (vi) thereof during any suspension of the Investment Period. (f) Following the end of the Investment Period or during the suspension of the Investment Period pursuant to Section 3.1(c4.1(e), the Company shall not issue capital calls pursuant to this Section 4.1 except for Valid Company Purposes, and each Member shall remain liable for such Member’s unfunded Capital Commitment for Valid Company Purposes set forth in clauses (ii) through (vi) thereof during any suspension or termination of the Investment Period. (g) Notwithstanding anything else herein, in the event a Capital Contribution is called for the purpose of repaying the Mezzanine Loan, Credit Partners is under no obligation to fund such Capital Contribution unless CGMSF makes a concurrent Capital Contribution. Credit Partners’ failure to pay in full its Capital Contribution pursuant to this Section 4.1(g) shall not extinguish such Member’s obligation to contribute capital by itself be cause for any claim or action by CGMSF pursuant to the extent any revolver or delay draw exists on or prior to the date terms of termination and shall not terminate the remaining Capital Commitment of any other MemberSection 4.3 hereof.

Capital Commitments. (a) Each Member’s Subject to Section 14.3 and this Section 4.2, (i) each Member shall make contributions to the capital of the Company in an aggregate amount no greater than its Capital Commitment by contributing installments in cash when and as called by the Managing Member upon at least ten (10) days’ prior written notice (a “Capital Call Notice”), provided that any call for Capital Contributions made in connection with the Closing where such prospective investor becomes a Member may be made on shorter notice, (ii) each Capital Contribution shall be set forth on made by wire or ACH transfer (or other method acceptable to the Managing Member List in its sole discretion) of immediately available funds to a bank account designated by the Managing Member, or during the duration of a Credit Facility, to a Designated Account, and (iii) the Managing Member will be required to call the entire amount of the unfunded Capital Commitment of a Member made at a particular Closing (as specified in such Member’s Subscription Agreement and shall be payable in cash in U.S. dollars. Prior to Agreement) before calling any portion of the SCP PIMCO Threshold Date, subject to Manager Approval, the Servicer may utilize the proceeds from any Interim Loan to fund Investments or pay expenses; provided that the aggregate principal amount of all Interim Loans outstanding shall not exceed the unfunded Capital Commitment of any Member. Following the SCP PIMCO Threshold Date, subject to Manager Approval, each payment of Member made at a Member’s Capital Commitment shall be made from time to time within fifteen (15) business days after notice from the Servicer specifying the amount then to be paid, or such later date as may be specified in such noticesubsequent Closing; providedprovided further, that unfunded Capital Commitments made by Members at a particular Closing will be drawn down pro rata (based upon unfunded Capital Commitments made at that Closing) among the Members agree to use commercially reasonable efforts to contribute capital in fewer than fifteen (15) business days if practicable. Capital Contributions shall be which made by all Members pro rata based on their respective such unfunded Capital Commitments. (b) Each Member’s obligation to fund its Capital Commitment The Administrative Fee shall commence on the date of the Member’s admission be payable to the Company Managing Member upon each Capital Contribution and expire upon will reduce the termination amount of Units purchased by the Reinvestment Period; provided that following Member at the expiration of the Reinvestment Period, Members shall remain obligated to fund their respective Capital Commitments for Investments approved by Manager Approval that the Company was contractually committed to make time capital is called. The Managing Member may waive (in whole or in part (as evidenced by part) its right to receive the Administrative Fee with respect to certain Members in its sole discretion. The Managing Member may assign its right to receive all or a binding commitment letter, binding term sheet or binding letter of intent, or definitive legal documents under which less than all advances have been made) on or before the expiration portion of the Reinvestment Period, Expenses and all other obligations Administrative Fee to an Affiliate of the Company including, for the avoidance of doubt, protective advances required under the InvestmentsManaging Member or any other third party in its sole discretion. (c) A Notwithstanding Section 4.2(a)(i), but subject to Section 4.2(d), a Member may terminate all or any portion of its remaining Capital Commitments at any time upon thirty (30) days’ prior written notice be required to the other Membersmake a Credit Facility Contribution. For the avoidance of doubt, termination of all or any portion of a A Member’s Capital Commitment obligation to make a Credit Facility Contribution shall not require Manager Approval be without defense, counterclaim or the consent setoff of any other Memberkind, but shall in all events be subject to Sections 4.2(a)(ii) and (iii). Upon any In the event a Member makes a Credit Facility Contribution, such termination, the Reinvestment Period shall terminate and the Company Contribution shall be wound down in accordance with Section 8.3treated as a Capital Contribution and a purchase of Units by the Member. (d) For Once the avoidance of doubtCompany has called a Member’s Capital Commitment, termination of a remaining Capital Commitment by a Member pursuant and subject to Section 3.1(c) shall not extinguish such 9.1 and Section 9.8, no Member will be required to make additional Capital Contributions to the Company. The Managing Member, in its sole and absolute discretion, may accept additional cash Capital Commitments from new or existing Members at any time (each acceptance of Capital Commitments, a “Closing”). Subject to waiver in the Managing Member’s obligation sole discretion, no Member may be permitted to contribute capital to the extent any revolver or delay draw exists on or prior to the date of termination and shall not terminate the remaining make a Capital Commitment of any other Memberless than one hundred thousand dollars ($100,000) or increase an existing Capital Commitment in increments of less than ten thousand dollars ($10,000). Any minimum investment in Units that a Member may make by way of additional Capital Commitment shall be set forth in the Memorandum. Additional Capital Commitments may be rejected, in whole or in part, and Closings may be suspended by the Managing Member in its sole discretion.

Capital Commitments. (a) Each Member’s Capital Commitment in respect of a Class shall be set forth on the Member List and in such Member’s Subscription Agreement and shall be payable in cash in U.S. dollars. dollars or Euros, as applicable, as set forth on Schedule A hereto, or, with Prior to the SCP PIMCO Threshold Date, subject to Manager Committee Approval, the Servicer may utilize the proceeds from any Interim Loan to fund Investments or pay expenses; provided that the aggregate principal amount of all Interim Loans outstanding shall not exceed the Capital Commitment of any Memberother property. Following the SCP PIMCO Threshold Initial Portfolio Acquisition Date, subject to Manager Approval, each payment upon the approval of any Investment by Prior Committee Approval of a Member’s Capital Commitment Contribution, the Administrative Agent shall issue a notice to each Member setting forth the terms of the associated Capital Contribution, including the payment date (provided that notice shall be made from time to time within fifteen provided no less than ten (1510) business days after notice from prior to the Servicer specifying the amount then to be paid, or such later date as may be specified in such notice; provided, that the Members agree to use commercially reasonable efforts to contribute capital in fewer than fifteen (15) business days if practicablepayment date). Capital Contributions shall be made by all Members pro rata based on their respective Proportionate Share. In connection with the initial Capital Contribution by the Members, BCSF and the Company shall enter into a contribution and sale agreement in the form approved by the Members (with Prior Committee Approval) (the “Contribution and Sale Agreement”), pursuant to which BCSF will contribute to the capital of the Company certain investments in exchange for interests in the Company and a Subordinated Note in an amount to be approved by the Company (by Prior Committee Approval). As of the Effective Date, the Classes, Capital Commitments, Capital Contributions and Proportionate Share of the Members shall be as set forth on Schedule A hereto. (b) Each Member’s obligation to fund its Capital Commitment shall commence on As of the date of hereof, each Member makes those representations set forth on Schedule C to the Member’s admission Company, and such representations shall be deemed repeated and reaffirmed by each such Member to the Company as of each date that such Member makes a Capital Contribution to the Company. If the representations and expire upon warranties of a Member set forth on Schedule C cease to be true at any time during the termination term of the Reinvestment Period; provided that following the expiration of the Reinvestment PeriodCompany, Members such Member shall remain obligated to fund their respective Capital Commitments for Investments approved by Manager Approval that promptly so notify the Company was contractually committed to make in whole or in part (as evidenced by a binding commitment letter, binding term sheet or binding letter of intent, or definitive legal documents under which less than all advances have been made) on or before the expiration of the Reinvestment Period, Expenses and all other obligations of the Company including, for the avoidance of doubt, protective advances required under the Investmentswriting. (c) A Member may terminate all Unless otherwise agreed by the Members, BCSF shall maintain a 66 2/3% or any portion of its remaining Capital Commitments at any time upon thirty (30) days’ prior written notice to the other Members. For the avoidance of doubt, termination of all or any portion of a Member’s Capital Commitment shall not require Manager Approval or the consent of any other Member. Upon any such termination, the Reinvestment Period shall terminate and greater interest in the Company shall be wound down in accordance with Section 8.3(measured by its Proportionate Share, Capital Contributions and ownership of Subordinated Notes). (d) For the avoidance of doubt, termination of a remaining Capital Commitment by a Member pursuant to Section 3.1(c) shall not extinguish such Member’s obligation to contribute capital to the extent any revolver or delay draw exists on or prior to the date of termination and shall not terminate the remaining Capital Commitment of any other Member.

Capital Commitments. (a) Each Member’s Partner hereby agrees: (i) to make Capital Commitment shall be Contributions in respect of Temporary Cash Funds and Investments (other than Follow-On Investments) from time to time as hereinafter set forth on in this Article 5; provided that the Member List and applicable Drawdown Notice with respect to any Capital Contribution by a Partner in respect of Temporary Cash Funds or an Investment (other than a Follow-On Investment) is delivered to such Member’s Subscription Agreement and shall be payable in cash in U.S. dollars. Prior Partner prior to the SCP PIMCO Threshold Datetermination of the Investment Period (except that such Drawdown Notice may be delivered to such Partner after the termination of the Investment Period if such Drawdown Notice relates (A) to an Investment (other than a Follow-On Investment) that the Partnership committed to make prior to the termination of the Investment Period or (B) to an Investment in Convertible Securities in connection with the exercise, subject exchange or conversion of such Convertible Securities); and (ii) to Manager Approval, make Capital Contributions in respect of Expenses and Follow-On Investments from time to time (whether before or after termination of the Servicer may utilize the proceeds from any Interim Loan to fund Investments or pay expensesInvestment Period) as hereinafter set forth in this Article 5; provided that the aggregate principal amount of all Interim Loans outstanding Follow-On Investments made at any time after the termination of the Investment Period shall not exceed the aggregate Available Capital Commitments of the Investors and any reinvestments permitted under Section 6.05(f). Notwithstanding anything contained in this Agreement (except as otherwise provided in Sections 5.04(f)(ii) (with respect to Defaulting Investors), 5.05 (with respect to excluded Limited Partners) and 10.05 (with respect to Limited Partners who have died or are deemed incompetent)), no Partner shall be required to make any Capital Contribution if, at the time such Capital Contribution is to be made, such Capital Contribution exceeds such Partner's then Available Capital Commitment; provided that the Partners shall be obligated to contribute amounts recalled for reinvestment as provided in Section 6.05(f). (b) The General Partner may, in its discretion, terminate the Investment Period at any time if: (i) at such time, at least 75% of the aggregate Capital Commitments have theretofore been drawn down for Investments or expenses (or committed or reserved for such purposes) at such time; or (ii) the General Partner determines in its discretion that any applicable law or regulation makes it necessary to terminate the Investment Period. (c) The Capital Commitment of the General Partner at any Member. Following time shall not be less than 1% of the SCP PIMCO Threshold Date, subject to Manager Approval, each payment of a Member’s Capital Commitment shall be made from time to time within fifteen (15) business days after notice from the Servicer specifying the amount then to be paid, or such later date as may be specified in such notice; provided, that the Members agree to use commercially reasonable efforts to contribute capital in fewer than fifteen (15) business days if practicable. Capital Contributions shall be made by all Members pro rata based on their respective aggregate Capital Commitments. (bd) Each Member’s obligation Notwithstanding anything else in this Agreement, on or shortly after the first Closing Date, each Partner shall pay to fund the Partnership, as its initial Capital Commitment shall commence on Contribution, an amount as determined by the General Partner in its sole discretion (with at least three Business Days' prior notice). (e) In the event that both ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ cease to devote substantially all of their normal working time to the affairs of the Manager relating to the Partnership at any time prior to the earlier of (i) the end of the Investment Period and (ii) the date on which at least 75% of the Member’s admission to the Company and expire upon the termination of the Reinvestment Period; provided that following the expiration of the Reinvestment Period, Members shall remain obligated to fund their respective aggregate Capital Commitments have been invested, reserved for investment or for fees or expenses or otherwise expended in accordance with the Agreement (a "KEY PERSON TERMINATION EVENT"), then the Limited Partners may elect to prohibit the Partnership from making any Investments approved by Manager Approval in new Portfolio Companies (other than investments that the Company was contractually Partnership has committed to make in whole or in part (as evidenced by under a binding commitment letter, binding term sheet letter of intent or binding letter of intent, or definitive legal documents under which less than all advances have been madeagreement prior to such election) on or before and terminate the expiration of the Reinvestment Period, Expenses and all other obligations of the Company including, for the avoidance of doubt, protective advances required under the Investments. (c) A Member may terminate all or any portion of its remaining Capital Commitments Investment Period at any time thereafter upon thirty the affirmative vote of Limited Partners (30other than Defaulting Investors and Designated Affiliates) days’ prior written notice to having Capital Commitments representing in the other Members. For aggregate a majority of the avoidance of doubt, termination aggregate Capital Commitments of all or any portion Limited Partners (other than Defaulting Investors and Designated Affiliates). The General Partner will promptly notify the Limited Partners of the occurrence of a Member’s Capital Commitment shall not require Manager Approval or the consent of any other Member. Upon any such termination, the Reinvestment Period shall terminate and the Company shall be wound down in accordance with Section 8.3Key Person Termination Event. (d) For the avoidance of doubt, termination of a remaining Capital Commitment by a Member pursuant to Section 3.1(c) shall not extinguish such Member’s obligation to contribute capital to the extent any revolver or delay draw exists on or prior to the date of termination and shall not terminate the remaining Capital Commitment of any other Member.

Capital Commitments. (a) The aggregate Capital Commitment of the Managing Member shall be fifty percent (50%) of the Capital Commitments of all Members (including the Managing Member), unless otherwise approved in writing by all Members (including the Managing Member). The Capital Commitment of the Managing Member shall be payable in the same manner, same proportions and at the same times as payments are made by the other Members on account of their Capital Commitments. As defined herein a “Capital Commitment" is the total amount of cash paid and agreed to be paid to the LLC by each Member, as set forth in Article III hereof and on the signature page hereto. As defined herein a “Capital Contribution" as to each Member, is the amount of cash actually contributed to the capital of the LLC by such Member on account of such Member’s Capital Commitment. The Capital Contribution of a Member that is an assignee of all or a portion of a LLC interest shall include the Capital Contribution of the assignor (or a pro rata portion thereof in the case of an assignment of less than the entire LLC interest of the assignor). (b) Each Member’s Capital Commitment shall be is set forth on the Member List and in such Member’s Subscription Agreement signature page hereto and shall be payable in cash in U.S. T.S. dollars. Prior to the SCP PIMCO Threshold Date, subject to Manager Approval, the Servicer may utilize the proceeds from any Interim Loan to fund Investments or pay expenses; provided that the aggregate principal amount of all Interim Loans outstanding shall not exceed the Capital Commitment of any Member. Following the SCP PIMCO Threshold Date, subject to Manager Approval, each payment of a Member’s calls on such Capital Commitment Commitments shall be made by the Managing Member to each of the Members (incuding the Managing Member) as capital calls are made to the LLC by the Private Equity Funds in which the LLC has invested. Each capital call payment shall be made by the Members to the LLC from time to time within fifteen by the earlier of (15i) ten (10) business days after notice from the Servicer Managing Member specifying the amount of the Capital Contributions then to be paid, or such later (ii) the date as may be specified in such notice; provided, that or (iii) the Members agree to use commercially reasonable efforts to contribute date required for a capital call by of the Private Equity Funds in fewer than fifteen (15) business days if practicablewhich the LLC has invested. Except as otherwise provided herein, calls for Capital Contributions shall be made by to all Members pro rata based on their respective Capital Commitments. . The Managing Member may call no more than thirty-three percent (b33%) Each Member’s obligation to fund its of Capital Commitment shall commence on Commitments as of the date any Additional Member becomes a Member of the Member’s admission to the Company and expire upon the termination of the Reinvestment Period; provided that following the expiration of the Reinvestment Period, Members shall remain obligated to fund their respective Capital Commitments for Investments approved by Manager Approval that the Company was contractually committed to make in whole or in part (as evidenced by a binding commitment letter, binding term sheet or binding letter of intent, or definitive legal documents under which less than all advances have been made) on or before the expiration of the Reinvestment Period, Expenses and all other obligations of the Company including, for the avoidance of doubt, protective advances required under the InvestmentsLLC. (c) A Member may terminate all or any portion of its remaining Capital Commitments at any time upon thirty (30) days’ prior written notice to the other Members. For the avoidance of doubt, termination of all or any portion of a Member’s Capital Commitment shall not require Manager Approval or the consent of any other Member. Upon any such termination, the Reinvestment Period shall terminate and the Company shall be wound down in accordance with Section 8.3. (d) For the avoidance of doubt, termination of a remaining Capital Commitment by a Member pursuant to Section 3.1(c) shall not extinguish such Member’s obligation to contribute capital to the extent any revolver or delay draw exists on or prior to the date of termination and shall not terminate the remaining Capital Commitment of any other Member.