Common use of Redemption Limitations Clause in Contracts

Redemption Limitations. The General Partner may cause the Fund to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this Program, or none at all, in its discretion at any time. In addition, redemptions under this Program will be limited in any calendar quarter to 5% of the Fund’s Units outstanding (by aggregate NAV of the Partnership (including NAV attributable to any Feeder Fund) and any Parallel Investment Entity) as of the last calendar day of the immediately preceding calendar quarter. If the quarterly volume limitation is reached in any particular calendar quarter or the General Partner determines to redeem fewer Units than have been requested to be redeemed in any particular calendar quarter, Units submitted for redemption for such calendar quarter will be redeemed on a pro rata basis after the Fund has redeemed all Units for which redemption has been requested due to death, disability or divorce and other limited exceptions. Unsatisfied redemption requests will not be automatically carried over to the next redemption period and, in order for a redemption request to be reconsidered, Limited Partners must resubmit their redemption request in the next quarterly Redemption Window, or upon the recommencement of this Program, as applicable. Limited Partners who are exchanging a class of Units for an equivalent aggregate NAV of another class of Units will not be subject to and will not be treated as redeeming for the calculation of, the 5% quarterly calculation on redemptions and will not be subject to the Early Redemption Deduction (as defined below). Should redemption requests, in the General Partner’s judgment, place an undue burden on the Fund’s liquidity, adversely affect the Fund’s operations or risk having an adverse impact on the Fund as a whole, or should the General Partner otherwise determine that investing its liquid assets or other investments rather than redeeming the Fund’s Units is in the best interests of the Fund as a whole, the General Partner may choose to redeem fewer Units in any particular calendar quarter than have been requested to be redeemed, or, with the approval of the Independent Directors, none at all. Further, the General Partner (with the approval of the Independent Directors) may make exceptions, modify or suspend this Program (including to make exceptions to the redemption limitations, or redeem fewer Units than such redemption limitations) if, in its reasonable judgment, it deems such action to be in the best interest of the Fund and its Limited Partners. Material amendments to and/or suspension of this Program may be made by the General Partner (with the approval of the Independent Directors) and will be, to the extent required under the Partnership Agreement, promptly disclosed in such manner as is required under the Partnership Agreement. In addition, the General Partner (with the approval of the Independent Directors) may determine to suspend this Program due to regulatory changes, changes in law or if the General Partner becomes aware of undisclosed material information that it believes should be publicly disclosed before Units are redeemed. The General Partner (with the approval of the Independent Directors) must affirmatively authorize the recommencement of this Program if it is suspended before Limited Partner requests will be considered again. As described in the Fund’s Memorandum, Units held by the Management Company acquired as payment of the Management Fee may be redeemed at the Management Company’s request and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction. In addition, any redemptions of Units in respect of distributions on the Performance Participation Allocation to the General Partner may be redeemed at the General Partner’s request and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction.

Redemption Limitations. The General Partner may cause the Fund to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this Redemption Program, or none at all, in its discretion at any time. In addition, redemptions under this Redemption Program will be limited in any calendar quarter to 5% of the Fund’s Units outstanding (by aggregate NAV number of the Partnership Units) (including NAV Units attributable to any Feeder Fund) Fund and any Parallel Investment EntityFund) as of the last calendar day Business Day of the immediately preceding calendar quarter; provided that the General Partner may, in its sole discretion and in accordance with the Partnership Agreement, cause the Fund to redeem Units in an amount that exceeds such 5% quarterly volume limitation in any calendar quarter. If the quarterly volume limitation is reached in any particular calendar quarter or the General Partner determines to redeem fewer some but not all of the Units than have been requested to be redeemed in submitted for redemption during any particular calendar quarter, Units submitted for redemption for such calendar quarter will be redeemed on a pro rata basis after the Fund has redeemed all Units for which redemption has been requested due to death, disability or divorce and other limited exceptions. Unsatisfied redemption requests will not be automatically carried over to the next redemption period and, in order for a redemption request to be reconsidered, Limited Partners Investors must resubmit their redemption request in the next quarterly Redemption Window, or upon the recommencement Request Period. Any exchange of this Program, as applicable. Limited Partners who are exchanging a class Class of Units for an equivalent aggregate NAV of another class Class of Units will not be subject to to, and will not be treated as redeeming redemptions for the calculation of, the 5% quarterly calculation volume limitation on redemptions and will not be subject to the Early Redemption Deduction Deduction. For the avoidance of doubt, if an Investor’s redemption request is pro-rated (as defined below)described in Section 5 of Schedule A) in a quarter, (1) the Investor will remain in the DRIP unless such Investor has “opted out” of such DRIP as more fully described in the Confidential Memorandum and (2) any Units held by the Investor with respect to the portion of the Investor’s redemption request that remains unsatisfied will continue to receive distributions declared after the Redemption Date, will be included as of the Redemption Date in the Fund’s NAV and will continue to bear fees and expenses, including but not limited to Management Fees, the Management Allocation and servicing fees as of the Redemption Date. Should redemption requestsThe Fund will have no obligation to redeem Units, in including if such redemptions would violate the restrictions on distributions under federal law or Delaware law. Further, the Redemption Program is at the sole discretion of the General Partner, and the General Partner may make exceptions to, modify, amend or suspend the Redemption Program without Investor approval if in its reasonable judgment it deems such action to be in the Fund’s judgmentbest interest, including, but not limited to, for tax, regulatory or other structuring reasons. As a result, the Redemption Program may not be available each quarter, such as when the Redemption Program would place an undue burden on the Fund’s liquidity, adversely affect the Fund’s its operations or risk having an adverse impact on the Fund as a whole, or should that would outweigh the General Partner otherwise determine that investing its liquid assets or other investments rather than redeeming the Fund’s Units is in the best interests benefit of the Fund as a whole, the General Partner may choose to redeem fewer Units in any particular calendar quarter than have been requested to be redeemed, or, with the approval of the Independent Directors, none at all. Further, the General Partner (with the approval of the Independent Directors) may make exceptions, modify or suspend this Program (including to make exceptions to the redemption limitations, or redeem fewer Units than such redemption limitations) ifRedemption Program, in its reasonable judgment, it deems such action to be in the best interest of the Fund and its Limited Partners. Material amendments to and/or suspension of this Program may be made each case as determined by the General Partner (in its sole discretion and in accordance with the approval of the Independent Directors) and will be, to the extent required under the Partnership Agreement, promptly disclosed in such manner as is required under the Partnership Agreement. In addition, the General Partner (with the approval of the Independent Directors) may determine to suspend this Program due to regulatory changes, changes in law or if the General Partner becomes aware of undisclosed material information that it believes should be publicly disclosed before Units are redeemed. The General Partner (with the approval of the Independent Directors) must affirmatively authorize the recommencement of this Program if it is suspended before Limited Partner requests will be considered again. As described in the Fund’s Memorandum, Units held by the Management Company acquired as payment of If the Management Fee is paid in Units, such Units may be redeemed at the Management CompanyAdviser’s request and will be subject to the quarterly volume limitations described herein of the Redemption Program but will not be subject to the Early Redemption Deduction. In addition, any redemptions of Units in respect of distributions on If the Performance Participation Allocation to the General Partner is paid in Units, such Units may be redeemed at the General Partner’s request and will be subject to the quarterly volume limitations described herein of the Redemption Program but will not be subject to the Early Redemption Deduction.

Redemption Limitations. The General Partner may cause the Fund to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this the Redemption Program, or none at all, in its discretion at any time. In addition, redemptions under this the Redemption Program will be limited in any calendar quarter to 5% of the Fund’s Units outstanding (excluding the NAV of Class B-1 Units) (either by number of Units or aggregate NAV of the Partnership (including NAV attributable to any Feeder Fund) and any Parallel Investment EntityFund) as of the last calendar day of the immediately preceding calendar quarter, unless the General Partner, in its sole discretion, determines to cause the Fund to offer to redeem Units in an amount that exceeds such 5% quarterly limitation (the “Volume Limitation”). If the quarterly volume limitation is reached in any particular calendar quarter or the General Partner determines to redeem fewer Units than have been requested to be redeemed in any particular calendar quarter, Units submitted for redemption for during such calendar quarter will be redeemed on a pro rata basis after the Fund Partnership has redeemed all Units for which redemption has been requested due to death, disability qualifying disability, divorce or divorce adjudicated incompetence of the Unitholder and other limited exceptions. Unsatisfied redemption requests Redemption Requests will not be automatically carried over to the next redemption period and, in order for a redemption request Redemption Request to be reconsideredconsidered, Limited Partners Unitholders must resubmit their redemption request in Redemption Request after the start of the next quarterly Redemption Window, or upon the recommencement of this the Redemption Program, as applicable. Limited Partners Unitholders who are exchanging a class of the Units for an equivalent aggregate NAV of another class of the Units will not be subject to and will not be treated as redeeming for the calculation of, the 5% quarterly calculation on redemptions Volume Limitation and will not be subject to the Early Redemption Deduction Fee (as defined below). Should redemption requestsThe Volume Limitation, in Redemption Price and Early Redemption Fee are calculated based on the Partnership’s NAV (excluding the NAV of Class B-1 Units). The Redemption Program is at the sole discretion of the General Partner’s judgment, place an undue burden on the Fund’s liquidity, adversely affect the Fund’s operations or risk having an adverse impact on the Fund as a whole, or should the General Partner otherwise determine that investing its liquid assets or other investments rather than redeeming the Fund’s Units is in the best interests of the Fund as a whole, and the General Partner may choose to redeem fewer Units in any particular calendar quarter than have been requested to be redeemedmake exceptions to, ormodify, with the approval of the Independent Directors, none at all. Further, the General Partner (with the approval of the Independent Directors) may make exceptions, modify amend or suspend this the Redemption Program (including to make exceptions to the redemption limitations, or redeem fewer Units than such redemption limitations) if, without Unitholder approval if in its reasonable judgment, judgment it deems such action to be in the best interest of the Fund Partnership and the Unitholders, including, but not limited to, tax, regulatory or other structuring reasons. The Manager may also suspend redemptions or payments of redemption proceeds if, among other reasons, the Manager determines that conditions exist which render impractical the sale or other disposition of assets of the Partnership. As a result, Unit redemptions may not be available each quarter, such as when a redemption offer would place an undue burden on the Partnership’s liquidity, adversely affect its Limited Partners. Material amendments to and/or suspension operations or risk having an adverse impact on the Partnership that would outweigh the benefit of this Program may be made the redemption offer, in each case as determined by the General Partner (in its sole discretion. There can be no assurance that any Redemption Requests will be satisfied within any particular period of time. The Partnership will have no obligation to redeem Units, including if the redemption would violate federal law or Delaware law, including restrictions on distributions thereunder. The Partnership may redeem fewer Units than have been requested to be redeemed due to lack of readily available funds because of adverse market conditions beyond its control, the need to maintain liquidity for its operations or to ensure compliance with the approval any of the Independent Directors) and will bePartnership’s credit facilities which have restrictive covenants limiting certain activities, to including the extent required under redemption of Units or because the Partnership Agreement, promptly disclosed in such manner as has determined that acquiring or continuing to hold portfolio companies is required under a better use of its capital than repurchasing the Partnership AgreementUnits. In addition, the General Partner (with the approval of the Independent Directors) may determine to suspend this Program due to regulatory changes, changes in law or if the General Partner becomes aware of undisclosed material information that it believes should be publicly disclosed before Units are redeemed. The General Partner (with the approval of the Independent Directors) must affirmatively authorize the recommencement of this Program if it is suspended before Limited Partner requests will be considered again. As described in the Fund’s Memorandum, Units held by the Management Company acquired as payment of If the Management Fee is paid in Units, such Units may be redeemed by the Partnership at NAV at the Manager’s request and will not be subject to either the volume limitations of the Redemption Program or the Early Redemption Fee. If the Performance Participation Allocation is paid in Units, such Units may be redeemed at the Management CompanySpecial Unitholder’s request and will not be subject to the quarterly volume limitations described herein but not of the Redemption Program or the Early Redemption Deduction. In addition, any redemptions of Units in respect of distributions on the Performance Participation Allocation to the General Partner may be redeemed at the General Partner’s request and will be subject to the quarterly volume limitations described herein but not the Early Redemption DeductionFee.

Redemption Limitations. The General Partner may cause the Fund Partnership to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this ProgramPlan, or none at all, in its discretion at any time. In addition, redemptions under this Program Plan will be limited in any calendar quarter to 53% of the FundPartnership’s outstanding Units outstanding (by aggregate NAV number of the Partnership (including NAV attributable to any Feeder Fund) and any Parallel Investment EntityUnits) as of the last calendar day of the immediately preceding calendar quarter. If the quarterly volume limitation is reached in any particular calendar quarter or the General Partner determines to redeem fewer Units than have been requested to be redeemed in any particular calendar quarter, Units submitted for redemption for such calendar quarter will be redeemed on a pro rata basis after the Fund Partnership has redeemed all Units for which redemption has been requested due to death, disability or divorce and other limited exceptions. Unsatisfied redemption requests will not be automatically carried over to the next redemption period Redemption Window and, in order for a redemption request to be reconsidered, Limited Partners Unitholders must resubmit their redemption request in after the start of the next quarterly Redemption Window, or upon the recommencement of this ProgramPlan, as applicable. Limited Partners Unitholders who are exchanging a class class, or series of a class, of Units for an equivalent aggregate NAV of another class class, or series of a class, of Units will not be subject to and will not be treated as redeeming for the calculation of, the 53% quarterly calculation on redemptions and will not be subject to the Early Redemption Deduction (as defined below)Deduction. Should redemption requests, in the General Partner’s judgment, place an undue burden on the FundPartnership’s liquidity, adversely affect the FundPartnership’s operations or risk having an adverse impact on the Fund Partnership as a whole, or should the General Partner otherwise determine that investing its liquid assets or other investments rather than redeeming the FundPartnership’s Units is in the best interests of the Fund Partnership as a whole, the General Partner may choose to redeem fewer Units in any particular calendar quarter than have been requested to be redeemed, or, with the approval of the Independent Directors, or none at all. Further, the General Partner (with the approval of the Independent Directors) may make exceptions, modify or suspend this Program Plan (including to make exceptions to the redemption limitations, or redeem fewer Units than such redemption limitations) if, in its reasonable judgment, it deems such action to be in the best interest of the Fund Partnership and its Limited PartnersUnitholders including, but not limited to, for tax, regulatory or other structuring reasons. Material amendments to and/or suspension of this Program Plan may be made by the General Partner (with the approval of the Independent Directors) and will be, to the extent required under the Partnership Agreement, be promptly disclosed in such manner as is required under a current or periodic report filed with the Partnership AgreementSecurities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇. In addition, the General Partner (with the approval of the Independent Directors) may determine to suspend this Program Plan due to regulatory changes, changes in law or if the General Partner becomes aware of undisclosed material information that it believes should be publicly disclosed before Units are redeemed. The General Partner (with the approval of the Independent Directors) must affirmatively authorize the recommencement of this Program Plan if it is suspended before Limited Partner Unitholder requests will be considered again. As described in the FundPartnership’s Memorandum, Units held by the Management Company Investment Manager acquired as payment of the Management Fee Investment Manager’s management fee may be redeemed at the Management CompanyInvestment Manager’s request request, upon 60 days’ written notice to the Partnership, and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction. In addition, any redemptions of Units in respect of distributions on the Performance Participation Allocation to the General Partner may be redeemed at the General Partner’s request request, upon 60 days’ written notice to the Partnership, and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction.

Redemption Limitations. The General Partner may cause the Fund Partnership to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this ProgramPlan, or none at all, in its discretion at any time. In addition, redemptions under this Program Plan will be limited in any calendar quarter to 53% of the FundPartnership’s outstanding Units outstanding (by aggregate NAV number of the Partnership (including NAV attributable to any Feeder Fund) and any Parallel Investment EntityUnits) as of the last calendar day of the immediately preceding calendar quarter. If the quarterly volume limitation is reached in any particular calendar quarter or the General Partner determines to redeem fewer Units than have been requested to be redeemed in any particular calendar quarter, Units submitted for redemption for such calendar quarter will be redeemed on a pro rata basis after the Fund Partnership has redeemed all Units for which redemption has been requested due to death, disability or divorce and other limited exceptions. Unsatisfied redemption requests will not be automatically carried over to the next redemption period Redemption Window and, in order for a redemption request to be reconsidered, Limited Partners Unitholders must resubmit their redemption request in after the start of the next quarterly Redemption Window, or upon the recommencement of this ProgramPlan, as applicable. Limited Partners Unitholders who are exchanging a class of Units for an equivalent aggregate NAV of another class of Units will not be subject to and will not be treated as redeeming for the calculation of, the 53% quarterly calculation on redemptions and will not be subject to the Early Redemption Deduction (as defined below)Deduction. Should redemption requests, in the General Partner’s judgment, place an undue burden on the FundPartnership’s liquidity, adversely affect the FundPartnership’s operations or risk having an adverse impact on the Fund Partnership as a whole, or should the General Partner otherwise determine that investing its liquid assets or other investments rather than redeeming the FundPartnership’s Units is in the best interests of the Fund Partnership as a whole, the General Partner may choose to redeem fewer Units in any particular calendar quarter than have been requested to be redeemed, or, with the approval of the Independent Directors, or none at all. Further, the General Partner (with the approval of the Independent Directors) may make exceptions, modify or suspend this Program Plan (including to make exceptions to the redemption limitations, or redeem fewer Units than such redemption limitations) if, in its reasonable judgment, it deems such action to be in the best interest of the Fund Partnership and its Limited PartnersUnitholders including, but not limited to, for tax, regulatory or other structuring reasons. Material amendments to and/or suspension of this Program Plan may be made by the General Partner (with the approval of the Independent Directors) and will be, to the extent required under the Partnership Agreement, be promptly disclosed in such manner as is required under a current or periodic report filed with the Partnership AgreementSecurities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇. In addition, the General Partner (with the approval of the Independent Directors) may determine to suspend this Program Plan due to regulatory changes, changes in law or if the General Partner becomes aware of undisclosed material information that it believes should be publicly disclosed before Units are redeemed. The General Partner (with the approval of the Independent Directors) must affirmatively authorize the recommencement of this Program Plan if it is suspended before Limited Partner Unitholder requests will be considered again. As described in the FundPartnership’s Memorandum, Units held by the Management Company Investment Manager acquired as payment of the Management Fee Investment Manager’s management fee may be redeemed at the Management CompanyInvestment Manager’s request and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction. In addition, any redemptions of Units in respect of distributions on the Performance Participation Allocation to the General Partner may be redeemed at the General Partner’s request and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction.

Redemption Limitations. The General Partner may cause the Fund to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this Program, or none at all, in its discretion at any time. In addition, redemptions under this Program will be limited in any calendar quarter to 53% of the Fund’s Units outstanding (by aggregate NAV of the Partnership (including NAV attributable to any Feeder Fundthe Feeder) and any Parallel Investment EntityFund) as of the last calendar day of the immediately preceding calendar quarter. For the avoidance of doubt, Unitholders who are exchanging a class of Units for an equivalent aggregate NAV of another class of Units will not be subject to, and will not be treated as redeeming for the calculation of, the 3% quarterly calculation on redemptions. If the quarterly volume limitation is reached in any particular calendar quarter or the General Partner determines to redeem fewer Units than have been requested to be redeemed in any particular calendar quarter, Units submitted for redemption for such calendar quarter will be redeemed on a pro rata basis after the Fund has redeemed all Units for which redemption has been requested due to death, qualifying disability or divorce and other limited exceptions. Unsatisfied redemption requests will not be automatically carried over to the next redemption period and, in order for a redemption request to be reconsidered, Limited Partners Unitholders must resubmit their redemption request in by the next quarterly Redemption Window, Deadline or upon the recommencement of this the Program, as applicable. Limited Partners who are exchanging a class of Units for an equivalent aggregate NAV of another class of Units will not be subject to and will not be treated as redeeming for the calculation of, the 5% quarterly calculation on redemptions and will not be subject to the Early Redemption Deduction (as defined below). Should redemption requests, in the General Partner’s judgment, place an undue burden on the Fund’s liquidity, adversely affect the Fund’s operations or risk having an adverse impact on the Fund as a whole, or should the General Partner otherwise determine that investing its in liquid assets or other investments rather than redeeming the Fund’s Units is in the best interests of the Fund as a whole, the General Partner may choose to redeem fewer Units in any particular calendar quarter than have been requested to be redeemed, or, with the approval of the Independent Directors, none at all. Further, the General Partner (with the approval of the Independent Directors) may make exceptions, modify or suspend this Program (including to make exceptions to the redemption limitations, or redeem fewer Units than such redemption limitations) if, in its reasonable judgment, it deems such action to be in the best interest of the Fund and its Limited PartnersUnitholders; provided that the any material modification to the Unit Redemption Program or suspension thereof will require the approval of the Independent Directors. Material amendments to and/or suspension of this Program may be made by the General Partner (with the approval of the Independent Directors) and will be, to the extent required under the Partnership Agreement, promptly disclosed in such manner as is required under the Partnership Agreement. In addition, the General Partner (with the approval of the Independent Directors) may determine to suspend this Program due to regulatory changes, changes in law or if the General Partner becomes aware of undisclosed material information that it believes should be publicly disclosed before Units are redeemed. The General Partner (with the approval of the Independent Directors) must affirmatively authorize the recommencement of this Program if it is suspended before Limited Partner Unitholder requests will be considered again. As described in the Fund’s Memorandum, Units held by the Management Company Manager acquired as payment of the Management Fee may be redeemed at the Management CompanyManager’s request and will not be subject to the quarterly volume limitations described herein but not or the Early Redemption Deduction. In addition, any redemptions of Units in respect of distributions on the Performance Participation Allocation to the General Partner may be redeemed at the General Partner’s request and will not be subject to the quarterly volume limitations described herein but not or the Early Redemption Deduction.

Redemption Limitations. The General Partner We may cause the Fund to redeem fewer Units shares than have been requested in any particular calendar quarter month to be redeemed under this Programshare redemption program, or none at all, in its our discretion at any time. In additionThe total amount of aggregate redemptions of Class T, redemptions under this Program Class D, and Class I shares (based on the price at which the shares are redeemed) will be limited in any for each calendar quarter month to 52% of the Fund’s Units outstanding (by aggregate NAV of the Partnership (including NAV attributable to any Feeder Fund) and any Parallel Investment Entity) all classes as of the last calendar day of the immediately preceding previous quarter and for each calendar quarter will be limited to 5% of the aggregate NAV of all classes of shares as of the last calendar day of the previous calendar quarter. If In the quarterly volume limitation is reached in any particular calendar quarter or the General Partner determines event that we determine to redeem fewer Units than have been requested to be redeemed in any particular calendar quarter, Units some but not all of the shares submitted for redemption for such calendar quarter during any month, shares redeemed at the end of the month will be redeemed on a pro rata basis basis. All unsatisfied redemption requests must be resubmitted after the Fund has redeemed all Units for which redemption has been requested due to death, disability or divorce and other limited exceptions. Unsatisfied redemption requests will not be automatically carried over to start of the next redemption period and, in order for a redemption request to be reconsidered, Limited Partners must resubmit their redemption request in the next quarterly Redemption Windowmonth or quarter, or upon the recommencement of this Programshare redemption program, as applicable. Limited Partners who are exchanging With respect to the limitations described above, (i) provided that this share redemption program has been operating and not suspended for the first month of a class given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for that month will carry over to the second month and (ii) provided that this share redemption program has been operating and not suspended for the first two months of Units a given quarter and that all properly submitted redemption requests were satisfied, any unused capacity for an equivalent those two months will carry over to the third month. In no event will such carry-over capacity permit the redemption of shares with aggregate value (based on the redemption price per share for the month the redemption is effected) in excess of 5% of the combined NAV of another class all classes of Units will not shares as of the last calendar day of the previous calendar quarter (provided that for these purposes redemptions may be subject to measured on a net basis as described in the paragraph below). We currently measure the foregoing redemption allocations and will not be treated limitations based on net redemptions during a month or quarter, as redeeming for applicable. The term “net redemptions” means, during the calculation ofapplicable period, the excess of our share redemptions (capital outflows) over the proceeds from the sale of our shares (capital inflows). Thus, for any given calendar quarter, the maximum amount of redemptions during that quarter will be equal to (1) 5% quarterly calculation on of the combined NAV of all classes of shares as of the last calendar day of the previous calendar quarter, plus (2) proceeds from sales of new shares in the Offering (including purchases pursuant to our distribution reinvestment plan) since the beginning of the current calendar quarter. The same would apply for a given month, except that redemptions and will not in a month would be subject to the Early Redemption Deduction 2% limit described above (subject to potential carry-over capacity), and netting would be measured on a monthly basis. With respect to future periods, our board of directors may choose whether the allocations and limitations will be applied to “gross redemptions,” i.e., without netting against capital inflows, rather than to net redemptions. If redemptions for a given month or quarter are measured on a gross basis rather than on a net basis, the redemption limitations could limit the amount of shares redeemed in a given month or quarter despite our receiving a net capital inflow for that month or quarter. In order for our board of directors to change the application of the allocations and limitations from net redemptions to gross redemptions or vice versa, we will provide notice to stockholders in a prospectus supplement or current or periodic report filed by us, as defined belowwell as in a press release or on our website, at least 10 days before the first business day of the quarter for which the new test will apply. The determination to measure redemptions on a gross basis, or vice versa, will only be made for an entire quarter, and not particular months within a quarter. ​ If the Transaction Price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares redeemed the following month must resubmit their redemption requests. Should As described above, should redemption requests, in the General Partner’s our judgment, place an undue burden on the Fund’s our liquidity, adversely affect the Fund’s our operations or risk having an adverse impact on the Fund Company as a whole, or should the General Partner we otherwise determine that investing its our liquid assets in real properties or other illiquid investments rather than redeeming the Fund’s Units repurchasing our shares is in the best interests of the Fund company as a whole, the General Partner we may choose to redeem fewer Units shares in any particular calendar quarter month than have been requested to be redeemed, or, with the approval of the Independent Directors, or none at all. Further, the General Partner (with the approval our board of the Independent Directors) directors may make exceptions, modify or suspend this Program (including to make exceptions to the share redemption limitations, or redeem fewer Units than such redemption limitations) if, program if in its reasonable judgment, judgment it deems such action actions to be in our best interest and the best interest of our stockholders. Although our board of directors has the Fund and its Limited Partners. Material amendments to and/or suspension of this Program may be made by the General Partner (with the approval of the Independent Directors) and will be, to the extent required under the Partnership Agreement, promptly disclosed in such manner as is required under the Partnership Agreement. In addition, the General Partner (with the approval of the Independent Directors) may determine discretion to suspend this Program due share redemption program, our board of directors will not terminate this share redemption program other than in connection with a liquidity event which results in our stockholders receiving cash or securities listed on a national securities exchange or where otherwise required by law. Our board of directors may determine that it is in our best interests and the interest of our stockholders to suspend the share redemption program as a result of regulatory changes, changes in law or law, if the General Partner our board of directors becomes aware of undisclosed material information that it believes should be publicly disclosed before Units shares are redeemed, a lack of available funds, a determination that redemption requests are having an adverse effect on our operations or other factors. The General Partner (with Once the approval share redemption program has been suspended, our board of the Independent Directors) directors must affirmatively authorize the recommencement of this Program if it is suspended the program before Limited Partner stockholder requests will be considered again. As described Following any suspension, this share redemption program requires our board of directors to consider at least quarterly whether the continued suspension of the program is in our best interest and the Fund’s Memorandumbest interest of our stockholders; however, Units held we are not required to authorize the re-commencement of the share redemption program within any specified period of time and any suspension may be for an indefinite period, which would be tantamount to a termination. Material modifications to the share redemption program, including, without limitation, any amendment to the limitations on redemptions, as well as the suspension or termination of the share redemption program will be promptly disclosed to stockholders in a prospectus supplement (or post-effective amendment if required by the Management Company acquired as payment Securities Act) or current or periodic report filed by us. Material modifications will also be disclosed on our website. Any modification, suspension or termination of this share redemption program will not affect the Management Fee may be redeemed at the Management Company’s request and will be subject rights of holders of OP Units to cause us to redeem their OP Units pursuant to the quarterly volume limitations described herein but not the Early Redemption Deduction. In addition, any redemptions of Units in respect of distributions on the Performance Participation Allocation to the General Partner may be redeemed at the General Partner’s request and will be subject to the quarterly volume limitations described herein but not the Early Redemption DeductionOperating Partnership Agreement.

Redemption Limitations. The General Partner may cause the Fund Partnership to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this ProgramPlan, or none at all, in its discretion at any time. In addition, redemptions under this Program Plan will be limited in any calendar quarter to 53% of the FundPartnership’s outstanding Units outstanding (by aggregate NAV number of the Partnership (including NAV attributable to any Feeder Fund) and any Parallel Investment EntityUnits) as of the last calendar day of the immediately preceding calendar quarter. If the quarterly volume limitation is reached in any particular calendar quarter or the General Partner determines to redeem fewer Units than have been requested to be redeemed in any particular calendar quarter, Units submitted for redemption for such calendar quarter will be redeemed on a pro rata basis after the Fund Partnership has redeemed all Units for which redemption has been requested due to death, disability or divorce and other limited exceptions. Unsatisfied redemption requests will not be automatically carried over to the next redemption period Redemption Window and, in order for a redemption request to be reconsidered, Limited Partners Unitholders must resubmit their redemption request in after the start of the next quarterly Redemption Window, or upon the recommencement of this ProgramPlan, as applicable. Limited Partners Unitholders who are exchanging a class of Units for an equivalent aggregate NAV of another class of Units will not be subject to and will not be treated as redeeming for the calculation of, the 53% quarterly calculation on redemptions and will not be subject to the Early Redemption Deduction Deduction. If the Redemption Price for the applicable calendar quarter is not made available by the tenth (as defined below10th) Business Day prior to the Redemption Deadline (or is changed after such date), the Redemption Deadline will be extended to a later date such that the Redemption Price is available for at least ten (10) Business Days prior to the Redemption Deadline. The Redemption Price for each calendar quarter will be available on the Partnership’s website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Should redemption requests, in the General Partner’s judgment, place an undue burden on the FundPartnership’s liquidity, adversely affect the FundPartnership’s operations or risk having an adverse impact on the Fund Partnership as a whole, or should the General Partner otherwise determine that investing its liquid assets or other investments rather than redeeming the FundPartnership’s Units is in the best interests of the Fund Partnership as a whole, the General Partner may choose to redeem fewer Units in any particular calendar quarter than have been requested to be redeemed, or, with the approval of the Independent Directors, or none at all. Further, the General Partner (with the approval of the Independent Directors) may make exceptions, modify or suspend this Program Plan (including to make exceptions to the redemption limitations, or redeem fewer Units than such redemption limitations) if, in its reasonable judgment, it deems such action to be in the best interest of the Fund Partnership and its Limited PartnersUnitholders. Material amendments to and/or suspension of this Program Plan may be made by the General Partner (with the approval of the Independent Directors) and will be, to the extent required under the Partnership Agreement, be promptly disclosed in such manner as is required under a current or periodic report filed with the Partnership AgreementSecurities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇. In addition, the General Partner (with the approval of the Independent Directors) may determine to suspend this Program Plan due to regulatory changes, changes in law or if the General Partner becomes aware of undisclosed material information that it believes should be publicly disclosed before Units are redeemed. The General Partner (with the approval of the Independent Directors) must affirmatively authorize the recommencement of this Program Plan if it is suspended before Limited Partner Unitholder requests will be considered again. As described in the FundPartnership’s Memorandum, Units held by the Management Company Investment Manager acquired as payment of the Management Fee Investment Manager’s management fee may be redeemed at the Management CompanyInvestment Manager’s request and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction. In addition, any redemptions of Units in respect of distributions on the Performance Participation Allocation to the General Partner may be redeemed at the General Partner’s request and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction.

Redemption Limitations. The General Partner may cause the Fund Partnership to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this ProgramPlan, or none at all, in its discretion at any time. In addition, redemptions under this Program Plan will be limited in any calendar quarter to 53% of the FundPartnership’s outstanding Units outstanding (by aggregate NAV number of the Partnership (including NAV attributable to any Feeder Fund) and any Parallel Investment EntityUnits) as of the last calendar day of the immediately preceding calendar quarter. If the quarterly volume limitation is reached in any particular calendar quarter or the General Partner determines to redeem fewer Units than have been requested to be redeemed in any particular calendar quarter, Units submitted for redemption for such calendar quarter will be redeemed on a pro rata basis after the Fund Partnership has redeemed all Units for which redemption has been requested due to death, disability or divorce and other limited exceptions. Unsatisfied redemption requests will not be automatically carried over to the next redemption period Redemption Window and, in order for a redemption request to be reconsidered, Limited Partners Unitholders must resubmit their redemption request in after the start of the next quarterly Redemption Window, or upon the recommencement of this ProgramPlan, as applicable. Limited Partners Unitholders who are exchanging a class class, or series of a class, of Units for an equivalent aggregate NAV of another class class, or series of a class, of Units will not be subject to and will not be treated as redeeming for the calculation of, the 53% quarterly calculation on redemptions and will not be subject to the Early Redemption Deduction Deduction. If the Redemption Price for the applicable calendar quarter is not made available by the tenth (as defined below10th) Business Day prior to the Redemption Deadline (or is changed after such date), the Redemption Deadline will be extended to a later date such that the Redemption Price is available for at least ten (10) Business Days prior to the Redemption Deadline. The Redemption Price for each calendar quarter will be available on the Partnership’s website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ and in the Partnership’s Current Reports on Form 8-K filed with the Securities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇. Should redemption requests, in the General Partner’s judgment, place an undue burden on the FundPartnership’s liquidity, adversely affect the FundPartnership’s operations or risk having an adverse impact on the Fund Partnership as a whole, or should the General Partner otherwise determine that investing its liquid assets or other investments rather than redeeming the FundPartnership’s Units is in the best interests of the Fund Partnership as a whole, the General Partner may choose to redeem fewer Units in any particular calendar quarter than have been requested to be redeemed, or, with the approval of the Independent Directors, or none at all. Further, the General Partner (with the approval of the Independent Directors) may make exceptions, modify or suspend this Program Plan (including to make exceptions to the redemption limitations, or redeem fewer Units than such redemption limitations) if, in its reasonable judgment, it deems such action to be in the best interest of the Fund Partnership and its Limited PartnersUnitholders including, but not limited to, for tax, regulatory or other structuring reasons. Material amendments to and/or suspension of this Program Plan may be made by the General Partner (with the approval of the Independent Directors) and will be, to the extent required under the Partnership Agreement, be promptly disclosed in such manner as is required under a current or periodic report filed with the Partnership AgreementSecurities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇. In addition, the General Partner (with the approval of the Independent Directors) may determine to suspend this Program Plan due to regulatory changes, changes in law or if the General Partner becomes aware of undisclosed material information that it believes should be publicly disclosed before Units are redeemed. The General Partner (with the approval of the Independent Directors) must affirmatively authorize the recommencement of this Program Plan if it is suspended before Limited Partner Unitholder requests will be considered again. As described in the FundPartnership’s Memorandum, Units held by the Management Company Investment Manager acquired as payment of the Management Fee Investment Manager’s management fee may be redeemed at the Management CompanyInvestment Manager’s request request, upon 60 days’ written notice to the Partnership, and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction. In addition, any redemptions of Units in respect of distributions on the Performance Participation Allocation to the General Partner may be redeemed at the General Partner’s request request, upon 60 days’ written notice to the Partnership, and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction.

Redemption Limitations. The General Partner may cause the Fund Partnership to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this ProgramPlan, or none at all, in its discretion at any time. In addition, redemptions under this Program Plan will be limited in any calendar quarter to 5% of 10%of the FundPartnership’s outstanding Units outstanding (by aggregate NAV number of the Partnership (including NAV attributable to any Feeder Fund) and any Parallel Investment EntityUnits) as of the last calendar day of the immediately preceding calendar quarter. If the quarterly volume limitation is reached in any particular calendar quarter or the General Partner determines to redeem fewer Units than have been requested to be redeemed in any particular calendar quarter, Units submitted for redemption for such calendar quarter will be redeemed on a pro rata basis after the Fund Partnership has redeemed all Units for which redemption has been requested due to death, disability or divorce and other limited exceptions. Unsatisfied redemption requests will not be automatically carried over to the next redemption period Redemption Window and, in order for a redemption request to be reconsidered, Limited Partners Unitholders must resubmit their redemption request in after the start of the next quarterly Redemption Window, or upon the recommencement of this ProgramPlan, as applicable. Limited Partners Unitholders who are exchanging a class of Units for an equivalent aggregate NAV of another class of Units will not be subject to and will not be treated as redeeming for the calculation of, the 510% quarterly calculation on redemptions and will not be subject to the Early Redemption Deduction (as defined below)Deduction. Should redemption requests, in the General Partner’s judgment, place an undue burden on the FundPartnership’s liquidity, adversely affect the FundPartnership’s operations or risk having an adverse impact on the Fund Partnership as a whole, or should the General Partner otherwise determine that investing its liquid assets or other investments rather than redeeming the FundPartnership’s Units is in the best interests of the Fund Partnership as a whole, the General Partner may choose to redeem fewer Units in any particular calendar quarter than have been requested to be redeemed, or, with the approval of the Independent Directors, or none at all. Further, the General Partner (with the approval of the Independent Directors) may make exceptions, modify or suspend this Program Plan (including to make exceptions to the redemption limitations, or redeem fewer Units than such redemption limitations) if, in its reasonable judgment, it deems such action to be in the best interest of the Fund Partnership and its Limited PartnersUnitholders, including, but not limited to, for tax, regulatory or other structuring reasons. Material amendments to and/or suspension of this Program Plan may be made by the General Partner (with the approval of the Independent Directors) and will be, to the extent required under the Partnership Agreement, be promptly disclosed in such manner as is required under a current or periodic report filed with the Partnership AgreementSecurities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇. In addition, the General Partner (with the approval of the Independent Directors) may determine to suspend this Program Plan due to regulatory changes, changes in law or if the General Partner becomes aware of undisclosed material information that it believes should be publicly disclosed before Units are redeemed. The General Partner (with the approval of the Independent Directors) must affirmatively authorize the recommencement of this Program Plan if it is suspended before Limited Partner Unitholder requests will be considered again. As described in the FundPartnership’s Memorandum, Units held by the Management Company Investment Manager acquired as payment of the Management Fee Investment Manager’s management fee may be redeemed at the Management CompanyInvestment Manager’s request and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction. In addition, any redemptions of Units in respect of distributions on the Performance Participation Allocation to the General Partner may be redeemed at the General Partner’s request and will be subject to the quarterly volume limitations described herein but not the Early Redemption Deduction.