Common use of Capital Drawdowns Clause in Contracts

Capital Drawdowns. (a) Subject to Section 3(f), purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the provisions of Section 1(b). (b) The Company shall deliver to the Investor, at least ten (10) calendar days prior to each Capital Drawdown Date, a notice (a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the aggregate number of Shares to be sold to all Investors on the Capital Drawdown Date and the aggregate purchase price for such Shares, (iii) the applicable Drawdown Share Amount, Drawdown Purchase Price and Per Share Price and (iv) the account to which the Drawdown Purchase Price should be wired. (c) The delivery of a Funding Notice to the Investor shall be the sole and exclusive condition to the Investor’s obligation to pay the Drawdown Share Purchase Price identified in each Funding Notice, and shall represent the Company’s acceptance of the Investor’s irrevocable and ongoing offer to purchase Shares. (d) On each Capital Drawdown Date, the Investor shall pay the Drawdown Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. Copy No.: For the Exclusive Use of: (e) State Street Bank and Trust Company or any other person as determined by the Board in its discretion will act as transfer agent and registrar for the Shares (the “Transfer Agent”), unless and until, either the Company or the Transfer Agent decides to terminate the agreement between the parties. (f) The Company may draw Capital Commitments from the Investors at any time during the period from the Initial Closing through the earlier of the (a) completion of a Liquidity Event (as defined below), and (b) the fifth anniversary of the Initial Closing (the “Investment Period”), unless the Investment Period is earlier terminated in connection with a Key Person Event (as defined in Section 10(a)). A “Liquidity Event” means: at the discretion of the Board: (a)(i) the listing of the Company’s common stock on a national securities exchange or (ii) an initial public offering of the Company’s common stock that results in gross proceeds to the Company of at least $50 million and a listing of the common stock on a national securities exchange (each of (i) and (ii), a “Qualified Listing”) or (b) with the consent of a majority of outstanding shares of common stock not affiliated with the Adviser and in accordance with the applicable requirements of Delaware law, a corporate control transaction, which may include a strategic sale of the Company or all or substantially all of its assets to, or a merger with, another entity, or another type of corporate control event, which may include, but is not limited to, a transaction with an affiliated entity, including an affiliated business development company, for consideration in cash or publicly listed securities of such entity or a combination of cash and such publicly listed securities (each, a “Corporate Control Transaction”). Following the end of the Investment Period, any Unused Capital Commitment (other than any Defaulted Commitment (as defined below)) shall automatically be reduced to zero, except to the extent necessary (a) to fund management fees 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, (b) to complete investments or funding obligations (including guarantees) that are the subject of a written commitment as of the end of the Investment Period (including investments providing for funding in phases), (c) to make “follow-on” investments (as defined below) in an aggregate amount not to exceed 20% of total Capital Commitments or undrawn Capital Commitments, whichever is less (d) to fulfill obligations with respect to any Drawdown Purchase Price due from an Investor on a Capital Drawdown Date that such Investor fails to pay, and (e) as necessary for the Company to comply with applicable laws and regulations, including the Investment Company Act and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (collectively, “Runoff Activities”). “Follow-on investments” are investments in respect of any portfolio company in which the Company has previously invested or in entities whose business is related to or complementary to that of an existing portfolio company that the 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. Furthermore, the Investor will still be subject to any Distribution Fees (as defined below) due under any Distribution Fee Funding Notices (as defined below).

Capital Drawdowns. (a) Subject to Section 3(f), purchases Purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the provisions of Section 1(b)1.2. (b) The Company shall deliver make available to the InvestorInvestor via the investor portal, at least ten (10) calendar days prior to each Capital Drawdown Date, a notice (each, a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the aggregate number of Shares to be sold to all Investors on the Capital Drawdown Date Purchase Price and the aggregate purchase price for such SharesDrawdown Share Amount, (iii) the applicable Drawdown Purchase Price, Per Share Price and Drawdown Share Amount, Drawdown Purchase Price and Per Share Price and (iv) the account to which the Drawdown Purchase Price should be wired. (c) The delivery of a Funding Notice to the Investor shall be the sole and exclusive condition to the Investor’s obligation to pay the Drawdown Share Purchase Price identified in each Funding Notice, and shall represent the Company’s acceptance of the Investor’s irrevocable and ongoing offer to purchase SharesShares contained in this Subscription Agreement. (d) On each Capital Drawdown Date, the Investor shall pay the Drawdown Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. Copy No.: For the Exclusive Use of: (e) State Street Bank The investment period commenced on May 26, 2022 and Trust Company or any other person as determined by will end on the Board in its discretion will act as transfer agent and registrar for the Shares (the “Transfer Agent”), unless and until, either the Company or the Transfer Agent decides to terminate the agreement between the parties. (f) The Company may draw Capital Commitments from the Investors at any time during the period from the Initial Closing through the earlier of the (a) completion of a Liquidity Event (as defined below), and (b) the fifth fourth anniversary of the Initial Closing Date (such period, the “Investment Period”), unless the Investment Period is earlier terminated in connection with a Key Person Event (as defined in Section 10(a)). A “Liquidity Event” means: at the discretion of the Board: (a)(i) the listing of the Company’s common stock on a national securities exchange or (ii) an initial public offering of the Company’s common stock that results in gross proceeds Subsequent to the Company of at least $50 million and a listing of the common stock on a national securities exchange (each of (i) and (ii), a “Qualified Listing”) or (b) with the consent of a majority of outstanding shares of common stock not affiliated with the Adviser and in accordance with the applicable requirements of Delaware law, a corporate control transaction, which may include a strategic sale of the Company or all or substantially all of its assets to, or a merger with, another entity, or another type of corporate control event, which may include, but is not limited to, a transaction with an affiliated entity, including an affiliated business development company, for consideration in cash or publicly listed securities of such entity or a combination of cash and such publicly listed securities (each, a “Corporate Control Transaction”). Following the end of the Investment Period, investors will be released from any further obligation with respect to their undrawn Capital Commitments (the “Unused Capital Commitment (other than any Defaulted Commitment (as defined belowCommitments”)) shall automatically be reduced to zero, except to the extent necessary to pay amounts due under funding notices that the Company may thereafter issue to: (a) to fund management fees and the other liabilities and expenses of the Companypay its expenses, including management fees, any amounts that may become due under any borrowings or other financings or similar obligations and any other liabilities, contingent or otherwise, in each case to the repayment of extent they relate to the Company’s indebtedness and expenses expected to be incurred in connection with the wind down of the CompanyInvestment Period, (b) to complete investments or funding obligations (including guarantees) that in any transactions for which there are the subject of a binding written commitment agreements as of the end of the Investment Period (including investments providing for funding that are funded in phases), (c) fund amounts required to fund financing commitments entered into on or before the end of the Investment Period, and any amounts paid on exercise of warrants or to otherwise protect the value of existing investments (for example, follow on debt or equity investments made to protect existing investments and/or pursuant to pay-to-play provisions in a portfolio company’s charter documents, or in a “down round” of equity to avoid dilution, or to take advantage of negotiated super pro rata rights under which the acceptability of a previous investment was augmented by the right to make “a disproportionate follow-on” investments (on investment) as defined below) in an aggregate amount not needed prior to exceed 20% the termination of total Capital Commitments or undrawn Capital Commitmentsthe Company, whichever is less (d) to fund obligations under any guarantee or indemnity made by the Company during the Investment Period and/or (e) fulfill obligations with respect to any Drawdown Purchase Price due defaulted Capital Commitment by one or more other investors in the Company. (f) Notwithstanding anything to the contrary contained in this Subscription Agreement, the Company shall have the right (a “Limited Exclusion Right”) to exclude any Investor (such Investor, an “Excluded Investor”) from an Investor purchasing Shares from the Company on a any Capital Drawdown Date (i) if, in the reasonable discretion of the Company, there is a substantial likelihood that such Investor’s purchase or exchange of Shares at such time would (A) result in a violation of, or noncompliance with, any law or regulation to which such Investor, the Company, the Investment Manager, any Other Investor fails to pay, and or a portfolio company would be subject; (eB) as necessary for cause the assets of the Company to comply with applicable laws and regulationsbe considered “plan assets” under the U.S. Employee Retirement Income Security Act of 1974, including the Investment Company Act and as amended (“ERISA”), or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); or (ii) (collectively, “Runoff Activities”). “Follow-on investments” are investments in respect of for any portfolio company in which reason or no reason at the Company has previously invested or in entities whose business is related to or complementary to that of an existing portfolio company that the 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. Furthermore, the Investor will still be subject to any Distribution Fees (as defined below) due under any Distribution Fee Funding Notices (as defined below)Company’s sole discretion.

Capital Drawdowns. (a) Subject to Section 3(f2.01(f), purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the provisions of Section 1(b1.01(b). (b) The Company shall deliver to the InvestorSubscriber, at least ten (10) calendar days Business Days prior to each Capital Drawdown Date, a notice (a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the aggregate number of Shares to be sold to all Investors Subscribers on the Capital Drawdown Date and the aggregate purchase price for such Shares, (iii) the applicable Drawdown Share Amount, Drawdown Purchase Price and Per Share Price and (iv) the account to which the Drawdown Purchase Price should be wired. For the purposes of this Agreement, the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Exchange Act of 1934, as amended (the “1934 Act”). (c) The delivery of a Funding Notice to the Investor Subscriber shall be the sole and exclusive condition to the InvestorSubscriber’s obligation to pay the Drawdown Share Purchase Price identified in each Funding Notice, and shall represent the Company’s acceptance of the InvestorSubscriber’s irrevocable and ongoing offer to purchase Shares. (d) On each Capital Drawdown Date, the Investor Subscriber shall pay the Drawdown Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. Copy No.: For the Exclusive Use of: (e) The State Street Bank and Trust Company or any other person as determined by the Board in its discretion will act as transfer agent and registrar for the Shares (the “Transfer Agent”)) and registrar for the Shares, unless and untiluntil the Company, either the Company or the Transfer Agent in its sole discretion, decides to terminate the agreement between the partiesappoint a third party to act in one or both of those capacities. (f) The Company may draw Capital Commitments from the Investors at any time during the period from the Initial Closing through the earlier As of the (a) completion date of any public offering pursuant to a Liquidity Event (as defined below), and (b) registration statement under the fifth anniversary 1933 Act of the Initial Closing (the “Investment Period”), unless the Investment Period is earlier terminated in connection with Company’s common stock and a Key Person Event (as defined in Section 10(a)). A “Liquidity Event” means: at the discretion listing of the Board: (a)(i) the listing shares of the Company’s common stock on a national securities exchange registered with the U.S. Securities and Exchange Commission (an “IPO”) or (ii) an initial public offering a listing of shares of the Company’s common stock that results in gross proceeds to the Company of at least $50 million and a listing of the common stock on a national securities exchange registered with the U.S. Securities and Exchange Commission (each of (i) and (ii), a “Qualified Listing”) or (b) with the consent of a majority of outstanding shares of common stock not affiliated with the Adviser and in accordance with the applicable requirements of Delaware law, a corporate control transaction, which may include a strategic sale of the Company or all or substantially all of its assets to, or a merger with, another entity, or another type of corporate control event, which may include, but is not limited to, a transaction with an affiliated entity, including an affiliated business development company, for consideration in cash or publicly listed securities of such entity or a combination of cash and such publicly listed securities (each, a “Corporate Control Transaction”). Following the end of the Investment Period, any Unused Capital Commitment (other than any Defaulted Commitment (as defined below)) shall automatically be reduced to zero. In the event an IPO or Listing has not occurred as of the third anniversary of the Closing Date (the period ending on such date being the “Commitment Period”), the Subscriber shall not be required to fund any additional Funding Notices, except to the extent necessary to pay amounts due under Funding Notices that the Company may thereafter issue to: (a) to fund management fees and the other liabilities and expenses of the Companypay Company expenses, including the repayment of the Company’s indebtedness management fees, any amounts that may become due under any borrowings or other financings or similar obligations, indemnity obligations and expenses expected to be incurred in connection with the wind down of the Companyany other liabilities, contingent or otherwise, (b) to complete investments or funding obligations (including guarantees) that in any transactions for which there are the subject of a binding written commitment agreements as of the end of the Investment Commitment Period (including investments providing for funding that are funded in phases)) or that are otherwise significantly in process prior to the expiration of the Commitment Period and as to which the Company and the prospective portfolio company have commenced, in good faith, negotiating the terms of the investment and which the Company reasonably expects to be consummated prior to the date that is 90 days after the date of the expiration of the Commitment Period, (c) to make “fund follow-on” on investments made in existing portfolio companies that, in the aggregate, do not exceed ten percent (as defined below10%) in an aggregate amount not to exceed 20% of total Capital Commitments or undrawn Capital Commitments, whichever is less (d) to fund obligations under any Company indebtedness, guarantee or indemnity and (e) fulfill obligations with respect to any Drawdown Purchase Price due Defaulted Commitment. (g) Notwithstanding anything to the contrary contained in this Agreement, the Company shall have the right to exclude any Subscriber (such Subscriber, an “Excluded Subscriber”) from an Investor purchasing Shares from the Company on a any Capital Drawdown Date date if, in the reasonable discretion of the Company, there is a substantial likelihood that such Investor fails Subscriber’s purchase of Shares at such time would (i) result in a violation of, or noncompliance with, any law or regulation to paywhich such Subscriber, the Company, the Adviser, any Other Subscriber or a portfolio company would be subject or (ii) cause the investments of “Benefit Plan Investors” (within the meaning of Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (ecertain Department of Labor regulations) as necessary for to be significant and the assets of the Company to comply with applicable laws and regulations, including the Investment Company Act and be considered “plan assets” under ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (collectively, “Runoff Activities”). “Follow-on investments” are investments in respect of any portfolio company in which the Company has previously invested or in entities whose business is related to or complementary to that of an existing portfolio company that the 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. Furthermore, the Investor will still be subject to any Distribution Fees (as defined below) due under any Distribution Fee Funding Notices (as defined below).

Capital Drawdowns. (a) Subject to Section 3(f), purchases Purchases of Shares will take place on dates selected by the Company Fund in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the provisions of Section 1(b). (b) The Company Fund shall deliver to the Investor, at least ten (10) calendar days prior to each Capital Drawdown Date, a notice (a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the aggregate number of Shares to be sold to all Investors on the Capital Drawdown Date and the aggregate purchase price for such Shares, (iii) the applicable Drawdown Share Amount, Drawdown Purchase Price and Per Share Price and (iviii) the account to which the Drawdown Purchase Price should be wired. (c) The delivery of a Funding Notice to the Investor shall be the sole and exclusive condition to the Investor’s obligation to pay the Drawdown Share Purchase Price identified in each Funding Notice, and shall represent the CompanyFund’s acceptance of the Investor’s irrevocable and ongoing offer to purchase Shares. (d) On each Capital Drawdown Date, the Investor shall pay the Drawdown Purchase Price to the Company Fund by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. Copy No.: For the Exclusive Use of: (e) State Street Bank and Trust Company or any other person as determined by the Board in its discretion SS&C GIDS, Inc. will act as transfer agent and registrar for the Shares (the “Transfer Agent”), unless and until, until either the Company Fund or the Transfer Agent decides to terminate the agreement between the parties. (f) The Company may draw Capital Commitments Notwithstanding anything to the contrary contained in this Subscription Agreement, the Fund shall have the right to exclude any Investor (such Investor, an “Excluded Investor”) from purchasing Shares from the Investors at Fund on any time during Capital Drawdown Date if, in the period from the Initial Closing through the earlier of the (a) completion of a Liquidity Event (as defined below), and (b) the fifth anniversary of the Initial Closing (the “Investment Period”), unless the Investment Period is earlier terminated in connection with a Key Person Event (as defined in Section 10(a)). A “Liquidity Event” means: at the reasonable discretion of the Board: Fund, there is a substantial likelihood that such Investor’s purchase of Shares at such time would (a)(ii) result in a violation of, or noncompliance with, any legal, regulatory, tax or similar regimes to which such Investor, the listing of Fund, the Company’s common stock on Adviser, any Other Investor or a national securities exchange portfolio company would be subject or (ii) an initial public offering cause the investments of “Benefit Plan Investors” (within the meaning of Section 3(42) of the Company’s common stock that results in gross proceeds to the Company U.S. Employee Retirement Income Security Act of at least $50 million and a listing of the common stock on a national securities exchange (each of (i) and (ii), a “Qualified Listing”) or (b) with the consent of a majority of outstanding shares of common stock not affiliated with the Adviser and in accordance with the applicable requirements of Delaware law, a corporate control transaction, which may include a strategic sale of the Company or all or substantially all of its assets to, or a merger with, another entity, or another type of corporate control event, which may include, but is not limited to, a transaction with an affiliated entity, including an affiliated business development company, for consideration in cash or publicly listed securities of such entity or a combination of cash and such publicly listed securities (each, a “Corporate Control Transaction”). Following the end of the Investment Period, any Unused Capital Commitment (other than any Defaulted Commitment (as defined below)) shall automatically be reduced to zero, except to the extent necessary (a) to fund management fees 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, (b) to complete investments or funding obligations (including guarantees) that are the subject of a written commitment as of the end of the Investment Period (including investments providing for funding in phases), (c) to make “follow-on” investments (as defined below) in an aggregate amount not to exceed 20% of total Capital Commitments or undrawn Capital Commitments, whichever is less (d) to fulfill obligations with respect to any Drawdown Purchase Price due from an Investor on a Capital Drawdown Date that such Investor fails to pay, and (e) as necessary for the Company to comply with applicable laws and regulations, including the Investment Company Act and the U.S. Internal Revenue Code of 19861974, as amended (the “CodeERISA”) (collectively, and certain Department of Labor regulations) to be significant and the assets of the Fund to be considered “Runoff Activities”). “Follow-on investmentsplan assets” are investments in respect under ERISA or Section 4975 of any portfolio company in which the Company has previously invested or in entities whose business is related to or complementary to that of an existing portfolio company that the 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. Furthermore, the Investor will still be subject to any Distribution Fees (as defined below) due under any Distribution Fee Funding Notices (as defined below)Code.

Capital Drawdowns. (a) Subject to Section 3(f2.01(f), purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the provisions of Section 1(b1.01(b). (b) The Company shall deliver to the InvestorSubscriber, at least ten (10) calendar days Business Days prior to each Capital Drawdown Date, a notice substantially in the form of Appendix B (each, a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the nature of the proposed investment(s) for which capital is being drawn down, (iii) the aggregate number of Shares to be sold to all Investors Subscribers on the Capital Drawdown Date and the aggregate purchase price for such Shares, (iiiiv) the applicable Drawdown Share Amount, Drawdown Purchase Price and Per Share Price NAV and (ivv) the account to which the Drawdown Purchase Price should be wired. For the purposes of this Agreement, the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Act of 1934, as amended (the “1934 Act”). (c) The delivery of a Funding Notice to the Investor Subscriber shall be the sole and exclusive condition to the InvestorSubscriber’s obligation to pay the Drawdown Share Purchase Price identified in each Funding Notice, and shall represent the Company’s acceptance of the Investor’s irrevocable and ongoing offer to purchase Shares. (d) On each Capital Drawdown Date, the Investor Subscriber shall pay the Drawdown Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. Copy No.: For the Exclusive Use of: (e) State Street Bank and Trust The Company or any other person as determined by the Board in its discretion will act as transfer agent and registrar for the Shares (the “Transfer Agent”)Shares, unless and untiluntil the Company, either the Company or the Transfer Agent in its sole discretion, decides to terminate the agreement between the partiesappoint a third party to act in one or both of those capacities. (f) The Company may draw Capital Commitments from the Investors at any time during the period from the Initial Closing through At the earlier of (i) the (a) completion date of a Liquidity Event (as defined below)Qualified IPO, if any, and (bii) the fifth fourth anniversary of the Initial Closing Date, any Unused Capital Commitment (other than any Defaulted Commitment) shall automatically be reduced to zero, except to the “Investment Period”extent necessary to pay amounts due under Funding Notices that the Company may thereafter issue to: (a) pay Company expenses, including management fees, amounts that may become due under any borrowings or other financings or similar obligations, or indemnity obligations, (b) complete investments in any transactions for which there are binding written agreements as of the end of the Commitment Period (including investments that are funded in phases), unless (c) fund follow-on investments made in existing portfolio companies within three years from the Investment end of the Commitment Period is earlier terminated that, in connection the aggregate, do not exceed five percent (5%) of total Capital Commitments, (d) fund obligations under any Company guarantee and (e) fulfill obligations with a Key Person Event (as defined in Section 10(a))respect to any Defaulted Commitment. A “Liquidity EventQualified IPO” means: at the discretion of the Board: (a)(i) the listing of the Company’s common stock on a national securities exchange or (ii) shall mean an initial public offering of the Company’s common stock that results in gross proceeds to the Company an unaffiliated public float of at least $50 million and a listing of the common stock on a national securities exchange (each of (i) and (ii), a “Qualified Listing”) or (b) with the consent of a majority of outstanding shares of common stock not affiliated with the Adviser and in accordance with the applicable requirements of Delaware law, a corporate control transaction, which may include a strategic sale of the Company or all or substantially all of its assets to, or a merger with, another entity, or another type of corporate control event, which may include, but is not limited to, a transaction with an affiliated entity, including an affiliated business development company, for consideration in cash or publicly listed securities of such entity or a combination of cash and such publicly listed securities (each, a “Corporate Control Transaction”). Following the end of the Investment Period, any Unused Capital Commitment (other than any Defaulted Commitment (as defined below)) shall automatically be reduced to zero, except to the extent necessary (a) to fund management fees 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, (b) to complete investments or funding obligations (including guarantees) that are the subject of a written commitment as of the end of the Investment Period (including investments providing for funding in phases), (c) to make “follow-on” investments (as defined below) in an aggregate amount not to exceed 20% of total Capital Commitments or undrawn Capital Commitments, whichever is less (d) to fulfill obligations with respect to any Drawdown Purchase Price due from an Investor on a Capital Drawdown Date that such Investor fails to pay, and (e) as necessary for the Company to comply with applicable laws and regulations, including the Investment Company Act and the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (collectively, “Runoff Activities”). “Follow-on investments” are investments in respect of any portfolio company in which the Company has previously invested or in entities whose business is related to or complementary to that of an existing portfolio company that the 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. Furthermore, the Investor will still be subject to any Distribution Fees (as defined below) due under any Distribution Fee Funding Notices (as defined below)75 million.