Common use of Borrowing and Guarantees Clause in Contracts

Borrowing and Guarantees. The Fund may not borrow amounts, issue guarantees or otherwise incur indebtedness except on a short-term basis for periods of less than six months to finance investments pending receipt by the Fund of drawdowns. The aggregate liability of the Fund with respect to all borrowing, guarantees and indebtedness shall not exceed the lesser of (A) [15]% of the total Commitments and (B) the aggregate amount of Remaining Commitments. [Subject to the foregoing, the Fund Manager or the General Partner may establish a credit facility for the Fund with one or more financial institutions, pursuant to which the Fund’s obligations are secured by a pledge or other grant of a security interest and the assignment by the General Partner to the relevant lender of the rights of the General Partner to deliver drawdown notices to the Limited Partners and to enforce all remedies against Limited Partners that fail to fund their respective Remaining Commitments.] Management Fee The Management Fee is payable from the date the Fund acquires its first permanent Portfolio Investment to the earlier of the last day of the initial term of the Fund and the appointment of a liquidator other than the General Partner. Until the termination of the Commitment Period or, if earlier, when a management fee begins to accrue in respect of a Successor Fund, the Management Fee will be [•]% per annum of the Commitment of each Limited Partner. Thereafter (and during any period of suspension of investments) the Management Fee will be [•]% per annum of the Capital Contributions made by such Limited Partner to fund the acquisition cost of Portfolio Investments (other than Temporary Investments), less an amount equal to the Acquisition Cost of Portfolio Investments (other than Temporary Investments) that have been realized (in whole or in part), written off, or permanently written down as of the end of the most recent financial quarter. Management Fee is payable in quarterly instalments in advance. Management Fee Offset Each quarterly Management Fee instalment shall be reduced (but not below zero) by an amount equal to each Limited Partner’s pro rata share of the aggregate amount of Fee Income paid since the preceding payment date. Any excess of Fee Income will roll forward and reduce succeeding Management Fee instalments. Any Fee Income not used to reduce the Management Fee and remaining on the termination of the Fund will be distributed to the non-defaulting Limited Partners in proportion to their Commitments. Suspension of Investments Upon the occurrence of a Key Person Event or if the General Partner receives a notice approved by [•]% in Interest, the Commitment Period shall be automatically suspended and no drawdown notices may be issued without Advisory Committee consent other than to pay Fund Expenses, complete investments the Fund is legally bound to complete, and repay indebtedness and satisfy liabilities of the Fund incurred prior to such suspension.