Common use of Capital Drawdowns Clause in Contracts

Capital Drawdowns. (a) The Company may draw Capital Commitments from the Members at any time. (b) If the Members unanimously determine the Company shall cease investing activities, the Members will automatically be released from any obligation to fund any Undrawn Capital Commitments (unless subsequently reinstated pursuant to Section 6.1.2(d)), except to the extent necessary: i. to fund the management fee, if any, payable under the Investment Advisory Agreement and the other liabilities and expenses of the Company, including the repayment of the Company’s indebtedness and expenses expected to be incurred in connection with the wind-down of the Company; ii. to complete investments or funding obligations (including guarantees) that are the subject of a written commitment as of the date of such determination (including investments providing for funding in phases); iii. to make “follow-on” investments in an aggregate amount not to exceed 20% of total Capital Commitments; iv. to fulfill obligations with respect to any Drawdown Purchase Price due from a Member on a Capital Drawdown Date that such Member fails to pay; or v. as necessary for the Company to comply with applicable laws and regulations, including the Investment Company Act and the Code (clauses (i) through (v), collectively, “Runoff Activities”). (c) For these purposes, “follow-on investments” are investments in respect of any Investment in which the Company has previously invested or in entities whose business is related to or complementary to that of an existing Investment that the Investment Adviser determines are appropriate or necessary for the Company to invest in for the purpose of preserving, protecting or enhancing the value of such prior investments. (d) Any time prior to the dissolution of the Company and after investing activities by the Company have ceased pursuant to Section 6.1.2(b), the Members may unanimously determine to recommence investing activities, and concurrently therewith, the Company may draw Capital Commitments from the Members pursuant to Section 6.1.2(a).

Capital Drawdowns. (a) The Company may draw Capital Commitments from the Members Common Unitholders at any time. (b) If the Members Common Unitholders unanimously determine the Company shall cease investing activities, the Members Common Unitholders will automatically be released from any obligation to fund any Undrawn Capital Commitments (unless subsequently reinstated pursuant to Section 6.1.2(d)), except to the extent necessary: i. to fund the management fee, if any, fee payable under the Investment Advisory Agreement and the other liabilities and expenses of the Company, including the repayment of the Company’s indebtedness and expenses expected to be incurred in connection with the wind-down of the Company; ii. to complete investments or funding obligations (including guarantees) that are the subject of a written commitment as of the date of such determination (including investments providing for funding in phases); iii. to make “follow-on” investments in an aggregate amount not to exceed 20% of total Capital Commitments; iv. to fulfill obligations with respect to any Drawdown Purchase Price due from a Member Common Unitholder on a Capital Drawdown Date that such Member Common Unitholder fails to pay; or or v. as necessary for the Company to comply with applicable laws and regulations, including the Investment Company Act and the Code (clauses (i) through (v), collectively, “Runoff Activities”). (c) For these purposes, “follow-on investments” are investments in respect of any Investment Portfolio Company in which the Company has previously invested or in entities whose business is related to or complementary to that of an existing Investment Portfolio Company that the Investment Adviser determines are appropriate or necessary for the Company to invest in for the purpose of preserving, protecting or enhancing the value of such prior investments. (d) Any time prior to the dissolution of the Company and after investing activities by the Company have ceased pursuant to Section 6.1.2(b), the Members Common Unitholders may unanimously determine to recommence investing activities, and concurrently therewith, the Company may draw Capital Commitments from the Members Common Unitholders pursuant to Section 6.1.2(a).