Common use of Redemption Limitations Clause in Contracts

Redemption Limitations. The General Partner may cause the Partnership to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this Plan, or none at all, in its discretion at any time. In addition, redemptions under this Plan will be limited in any calendar quarter to 3% of the Partnership’s outstanding Units (by number of Units) 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 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 Window and, in order for a redemption request to be reconsidered, Unitholders must resubmit their redemption request after the start of the next Redemption Window, or upon the recommencement of this Plan, as applicable. 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 and will not be subject to the Early Redemption Deduction. If the Redemption Price for the applicable calendar quarter is not made available by the tenth (10th) 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 Partnership’s liquidity, adversely affect the Partnership’s operations or risk having an adverse impact on the Partnership as a whole, or should the General Partner otherwise determine that investing its liquid assets or other investments rather than redeeming the Partnership’s Units is in the best interests of the 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 none at all. Further, the General Partner (with the approval of the Independent Directors) may make exceptions, modify or suspend this 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 Partnership and its Unitholders. Material amendments to and/or suspension of this Plan may be made by the General Partner (with the approval of the Independent Directors) and will be promptly disclosed in a current or periodic report filed with the Securities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇. In addition, the General Partner (with the approval of the Independent Directors) may determine to suspend this 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 Plan if it is suspended before Unitholder requests will be considered again. As described in the Partnership’s Memorandum, Units held by the Investment Manager acquired as payment of the Investment Manager’s management fee may be redeemed at the Investment 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 We may cause the Partnership to redeem fewer Units shares than have been requested in any particular calendar quarter month to be redeemed under this Planshare 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 Plan 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 32% of the Partnership’s outstanding Units (by number aggregate NAV of Units) 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 after the Partnership has redeemed all Units for which redemption has been requested due to death, disability or divorce and other limited exceptionsbasis. Unsatisfied All unsatisfied redemption requests will not must be automatically carried over to the next Redemption Window and, in order for a redemption request to be reconsidered, Unitholders must resubmit their redemption request resubmitted after the start of the next Redemption Windowmonth or quarter, or upon the recommencement of this Planshare redemption program, as applicable. Unitholders 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 3excess 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 Deduction2% 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 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 well 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 calendar quarter month is not made available by the tenth (10th) Business Day business day prior to the Redemption Deadline last business day of the month (or is changed after such date), the Redemption Deadline then no redemption requests will be extended accepted for such month and stockholders who wish to a later date such that have their shares redeemed the Redemption Price is available for at least ten (10) Business Days prior to the Redemption Deadlinefollowing month must resubmit their redemption requests. The Redemption Price for each calendar quarter will be available on the Partnership’s website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Should As described above, should redemption requests, in the General Partner’s our judgment, place an undue burden on the Partnership’s our liquidity, adversely affect the Partnership’s our operations or risk having an adverse impact on the Partnership 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 Partnership’s Units repurchasing our shares is in the best interests of the Partnership 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 none at all. Further, the General Partner (with the approval our board of the Independent Directors) directors may make exceptions, modify or suspend this Plan (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 Partnership and its Unitholders. Material amendments to and/or suspension of this Plan may be made by the General Partner (with the approval of the Independent Directors) and will be promptly disclosed in a current or periodic report filed with the Securities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇. In addition, the General Partner (with the approval of the Independent Directors) may determine discretion to suspend this Plan 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 Plan if it is suspended the program before Unitholder 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 Partnership’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 Investment Manager 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 Investment Manager’s management fee may be redeemed at the Investment Manager’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 Partnership Fund to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this PlanProgram, or none at all, in its discretion at any time. In addition, redemptions under this Plan Program will be limited in any calendar quarter to 35% of the PartnershipFund’s Units outstanding Units (by number aggregate NAV of Unitsthe 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 Partnership 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 Window redemption period and, in order for a redemption request to be reconsidered, Unitholders Limited Partners must resubmit their redemption request after the start of in the next quarterly Redemption Window, or upon the recommencement of this PlanProgram, as applicable. Unitholders 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 35% quarterly calculation on redemptions and will not be subject to the Early Redemption Deduction. If the Redemption Price for the applicable calendar quarter is not made available by the tenth Deduction (10th) Business Day prior to the Redemption Deadline (or is changed after such dateas defined below), 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 PartnershipFund’s liquidity, adversely affect the PartnershipFund’s operations or risk having an adverse impact on the Partnership Fund as a whole, or should the General Partner otherwise determine that investing its liquid assets or other investments rather than redeeming the PartnershipFund’s Units is in the best interests of the Partnership 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 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 Plan 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 Partnership Fund and its UnitholdersLimited Partners. Material amendments to and/or suspension of this Plan Program may be made by the General Partner (with the approval of the Independent Directors) and will be be, to the extent required under the Partnership Agreement, promptly disclosed in a current or periodic report filed with such manner as is required under the Securities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇Partnership Agreement. In addition, the General Partner (with the approval of the Independent Directors) may determine to suspend this Plan 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 Plan Program if it is suspended before Unitholder Limited Partner requests will be considered again. As described in the PartnershipFund’s Memorandum, Units held by the Investment Manager Management Company acquired as payment of the Investment Manager’s management fee Management Fee may be redeemed at the Investment ManagerManagement 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 Partnership Fund to redeem fewer Units than have been requested in any particular calendar quarter to be redeemed under this Planthe Redemption Program, or none at all, in its discretion at any time. In addition, redemptions under this Plan the Redemption Program will be limited in any calendar quarter to 35% of the PartnershipFund’s Units outstanding Units (excluding the NAV of Class B-1 Units) (either by number of UnitsUnits or aggregate NAV of the Partnership (including NAV attributable to any Feeder Fund) and any Parallel Fund) 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 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 Window redemption period and, in order for a redemption request Redemption Request to be reconsideredconsidered, Unitholders must resubmit their redemption request Redemption Request after the start of the next quarterly Redemption Window, or upon the recommencement of this Planthe Redemption Program, as applicable. 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 3% quarterly calculation on redemptions Volume Limitation and will not be subject to the Early Redemption DeductionFee (as defined below). If the The Volume Limitation, Redemption Price for the applicable calendar quarter is not made available by the tenth (10th) Business Day prior to the and Early 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 Fee are calculated based on the Partnership’s website NAV (excluding the NAV of Class B-1 Units). The Redemption Program is at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Should redemption requests, in the sole discretion of the General Partner’s judgment, place an undue burden on the Partnership’s liquidity, adversely affect the Partnership’s operations or risk having an adverse impact on the Partnership as a whole, or should the General Partner otherwise determine that investing its liquid assets or other investments rather than redeeming the Partnership’s Units is in the best interests of the Partnership 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, or none at all. Furthermodify, the General Partner (with the approval of the Independent Directors) may make exceptions, modify amend or suspend this Plan (including to make exceptions to the redemption limitations, or redeem fewer Units than such redemption limitations) if, Redemption Program without Unitholder approval if in its reasonable judgment, judgment it deems such action to be in the best interest of the 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 Unitholders. Material amendments to and/or suspension operations or risk having an adverse impact on the Partnership that would outweigh the benefit of this Plan may be made the redemption offer, in each case as determined by the General Partner (with the approval of the Independent Directors) and in its sole discretion. There can be no assurance that any Redemption Requests will be promptly disclosed in a current 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 periodic report filed with the Securities and Exchange Commission at ▇▇▇.▇▇▇.▇▇▇Delaware law, including restrictions on distributions thereunder. In additionThe 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 General Partner (need to maintain liquidity for its operations or to ensure compliance with the approval any of the Independent Directors) may determine to suspend this 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 Plan if it is suspended before Unitholder requests will be considered again. As described in the Partnership’s Memorandumcredit facilities which have restrictive covenants limiting certain activities, including the redemption of Units held or because the Partnership has determined that acquiring or continuing to hold portfolio companies is a better use of its capital than repurchasing the Units. If the Management Fee is paid in Units, such Units may be redeemed by the Investment Manager acquired as payment Partnership at NAV at the Manager’s request and will not be subject to either the volume limitations of the Investment Manager’s management fee Redemption Program or the Early Redemption Fee. If the Performance Participation Allocation is paid in Units, such Units may be redeemed at the Investment ManagerSpecial 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.