required to contribute the same percentage of its Commitment
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required to contribute the same percentage of its Commitment
as each of the other Limited Partners had been required to
contribute prior to such closing plus an additional amount,
calculated like interest at the prime rate plus 2% per annum,
compounded quarterly, on the amount of such contribution.
General Partner The General Partner will commit to the Fund at least 1.5% of the
Commitment aggregate Commitments of the Partners.
Term: 10 years, subject to the General Partner’s right to extend the
term for up to three one-year periods, with the approval of the
Advisory Board (as defined below).
Drawdowns: Commitments are expected to be drawn down on an as needed
basis, generally, with not less than 10 business days’ prior
written notice. The initial capital contributions of the Partners
will be due on not less than 7 business days’ prior written
notice.
Investment Period: The Partners will have no obligation to make additional capital
contributions to fund new investments during a Suspension
Period (as defined below) or after the period commencing on
the Fund’s initial closing date and ending on the earliest of (i)
the fifth anniversary of the Final Closing Date and (ii) the date
on which a Suspension Period becomes permanent (the
“Investment Period”); provided, however, that the Partners will
have a continuing obligation to make capital contributions to
fund prospective investments in process, follow-on investments,
and to pay Fund expenses and other Fund obligations
(including, without limitation, the Management Fee (as defined
below) and indemnification obligations).
Diversification & Without the approval or ratification of the Advisory Board:
Investment Limitations:
(a) the Fund’s total investment in any single Portfolio
Company shall not exceed 10% of the aggregate Subscriptions
of all Partners;
(b) the Fund’s total investment in Portfolio Companies
organized in jurisdictions outside of the United States and
Canada shall not exceed 15% of the aggregate Subscriptions of
all Partners;
(c) the Fund may not as of any time invest more than 10% of
the aggregate Subscriptions of all Partners in open market
purchases of securities that, at the time of investment, are
traded on a Public Securities Market and are being purchased as
a stand-alone passive investment; provided, however, that for
the avoidance of doubt, the foregoing restriction shall not apply
47 CONTROL NUMBER 257 - CONFIDENTIAL
HOUSE_OVERSIGHT_024058
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