Amended and Restated Limited Partnership Agreement

Exhibit 10.1

JER US Debt Co-Investment Vehicle, L.P.

Amended and Restated

Limited Partnership Agreement

Dated as of December 11, 2007

THE LIMITED PARTNERSHIP INTERESTS (THE “INTERESTS”) OF JER US DEBT CO-INVESTMENT VEHICLE, L.P. (THE “PARTNERSHIP”) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE THEREOF OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS AGREEMENT. THEREFORE, PURCHASERS OF SUCH INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

TABLE OF CONTENTS

Annex A – Investment Guidelines

Annex B – Schedule of Capital Commitments

Annex C – Form of Guarantee

Schedule I – Credit Team Dedication Plan

This A MENDED AND R ESTATED L IMITED P ARTNERSHIP A GREEMENT (this “Agreement” ) of JER US Debt Co-Investment Vehicle, L.P., a Delaware limited partnership (the “Partnership” ), is made as of this 11 ^th day of December, 2007, by and among JER Debt Co-Investment Advisors, L.P., a Delaware limited partnership, as general partner (the “General Partner” ), Daniel T. Ward, as initial limited partner (the “Initial Limited Partner” ), and the limited partners of the Partnership.

W I T N E S S E T H :

W HEREAS , the Partnership was formed pursuant to a Certificate of Limited Partnership, dated as of November 28, 2007, which was executed by the General Partner and filed for recordation in the office of the Secretary of State of the State of Delaware on November 28, 2007 and a Limited Partnership Agreement dated as of November 28, 2007 between the General Partner and the Initial Limited Partner (the “ Original Agreement ”); and

W HEREAS , the parties hereto desire to enter into this Amended and Restated Limited Partnership Agreement of the Partnership to permit the withdrawal of the Initial Limited Partner and the admission as limited partners of the Partnership of parties as limited partners of the Partnership and further to make the modifications hereinafter set forth;

N OW , therefore, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Original Agreement in its entirety to read as follows:

ARTICLE I

Definitions

As used herein, the following terms shall have the following meanings:

[*] % Preferred Return : With respect to any Limited Partner other than Excepted JER Investors, an annualized cumulative monthly compounded internal rate of return of [*]% which (a) the aggregate amount of Investment Proceeds from Realized Investments that have been distributed to such Limited Partner on or prior to such date represents on (b) the total amount of Realized Capital and Costs of such Limited Partner. Such calculation shall (a) commence on the date or dates such Realized Capital and Costs were paid (or deemed paid) by such Limited Partner, taking into account the timing and amount of such Realized Capital and Costs with the allocable portion of such Limited Partner’s Capital Contributions for Organizational Expenses, Management Fees and Partnership Expenses included in such Limited Partner’s Realized Capital and Costs being determined on a pro rata basis, (b) take into account the timing and amount of distributions made to such Limited Partner and (c) treat payments made or received during a month as being made or received as of the first day of the month.

1940 Act : The United States Investment Company Act of 1940, as amended, as the same may be further amended from time to time.

Acquisition Costs : In respect of an Investment, the historic acquisition cost and on-going capital expenditure (if any) of such Investment (including any third party financing) together with any expenses related to such acquisition including, without limitation, costs, transfer taxes, fees and expenses of professional advisers and other related fees.

Act : The Delaware Revised Uniform Limited Partnership Act, 6 Del. Code § 17-101 et seq ., as the same may be further amended from time to time.

Adjusted Capital Account Balance : Means, with respect to any Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to U.S. Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and any amounts such Partner is obligated to restore or deemed to be obligated to restore pursuant to any provision of this Agreement. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of U.S. Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Advisers Act : The United States Investment Advisers Act of 1940, as amended, as the same may be further amended from time to time.

Affiliate : With respect to any Person, means any Person directly or indirectly controlling, controlled by or under common control with the specified Person; provided , however , that neither (a) the Partnership, (b) any Investment, nor (c) any Person controlled by the Partnership or any Investment, shall be an Affiliate of the General Partner for purposes of this Agreement. As used in this definition of Affiliate, the term “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

Agreement : This Amended and Restated Limited Partnership Agreement, including annexes hereto, as the same may be amended, modified or supplemented from time to time.

Appraised Value With Carry : With respect to (i) the redemption of the Interest of any Limited Partner pursuant to Section 8.6 or (ii) a removal of the General Partner without cause pursuant to Section 8.1(d), a price equal to the value of the relevant Interest, inclusive (except in the case of an Excepted JER Investor) of the effect of any potential Carried Interest payments to the General Partner, determined on the assumption that the Investments were sold for their Fair Market Values and the proceeds therefrom were distributed to the Partners in accordance with this Agreement after credit or debit, as the case may be, for the amount of the Partnership’s other assets and liabilities determined in accordance with GAAP or by an independent valuation expert selected by the General Partner and reasonably acceptable to CalPERS.

Appraised Value Without Carry : With respect to (i) the purchase of the General Partner’s Interest in the Partnership upon the occurrence of a Disabling Event or (ii) a removal of

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the General Partner pursuant to Section 8.1(c), a price equal to the value of the General Partner’s Interest in the Partnership (exclusive of any potential Carried Interest payments to the General Partner) based upon the pro rata share (based upon Capital Contributions applied in making Investments) of the Fair Market Value of the Investments and the amount of the Partnership’s other assets and liabilities determined in accordance with GAAP or by an independent valuation expert selected by the General Partner and reasonably acceptable to CalPERS.

Approved Replacement : A person proposed as an Approved Replacement for any member of the Credit Team by the General Partner in consultation with CalPERS; provided , that any such Approved Replacement shall be reasonably determined by the General Partner to be of comparable experience and standing in the real estate community as the person being replaced on the Credit Team.

Assignee : As defined in Section 8.2(a).

Bankruptcy : With respect to any Person, any (i) assignment by such Person for the benefit of creditors, (ii) application by such Person for the appointment of a trustee, liquidator, receiver or custodian of any substantial part of such Person’s assets, (iii) filing of a petition or commencement of a proceeding by such Person relating to itself under any bankruptcy, reorganization, arrangement or similar law, (iv) filing of a petition or commencement of a proceeding under any bankruptcy, reorganization, arrangement or similar law against such Person where either (a) such Person has effectively given its consent or (b) such proceeding has continued undischarged and unstayed for a period of 60 days.

Benefit Plan Partner : Any Limited Partner that is an “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), a “plan” within the meaning of Section 4975(e)(1) of the Code (whether or not subject to Section 4975 of the Code) or any Limited Partner investing the assets of any such “employee benefit plan” or “plan”.

B-Notes : means a junior participation interest in a first mortgage loan on a single real estate property or group of real estate properties.

Broken Deal Expenses : All out-of-pocket costs and expenses, if any, payable to third parties, incurred by or on behalf of the Partnership, in developing, diligencing, negotiating and structuring prospective or potential Investments which are not ultimately made, including any (i) legal, accounting, diligencing, advisory, financing and consulting or other third-party expenses in connection therewith and any travel and accommodation expenses, (ii) all fees (including commitment fees) costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed Investment that is not ultimately made, and (iii) any deposits or down payments of cash or other property which are forfeited in connection with a proposed Investment that is not ultimately made; provided , that any Broken Deal Expenses payable to JER and/or any of its Affiliates shall only be for reasonable travel and accommodation expenses.

Business Day : A day which is not a Saturday, Sunday or other day on which banks are authorized or required by law to be closed in McLean, Virginia, United States.

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CalPERS : California Public Employees’ Retirement System, a unit of the State and Consumer Services Agency of the State of California.

Capital Account : As defined in Section 10.1.

Capital Commitment : As to any Partner, the amount set forth as such in Annex B as its Capital Commitment, as such amount may be modified in accordance herewith.

Capital Contribution : As to any Partner at any time, the aggregate amount of capital actually contributed to the Partnership by such Partner pursuant to Section 3.1(a) on or prior to such time.

Carried Interest : All amounts distributed to the General Partner pursuant to Sections 3.3(a)(iv) and 3.3(a)(v).

Carrying Value : With respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the Carrying Values of all Partnership assets shall be adjusted to equal their respective Fair Market Values, in accordance with the rules set forth in U.S. Treasury Regulations Section 1.704-1(b)(2)(iv)(f), except as otherwise provided herein, immediately prior to: (a) the date of the acquisition of any additional Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of any Partnership property to a Partner; or (c) any other date required by U.S. Treasury Regulation Section 1.704-1(b)(2)(iv)(f); provided , that adjustments pursuant to clauses (a) and (b) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately prior to such distribution to equal its Fair Market Value. The Carrying Value of any asset contributed by a Partner to the Partnership shall be the Fair Market Value of the asset at the date of its contribution. Depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis.

Cause : Means (i) a finding by a court of competent jurisdiction that the General Partner has committed a breach of the terms of this Agreement or of its duties under this Agreement or of duties otherwise owed to the Partnership or the Limited Partners under applicable law or a breach of any representation or warranty made in this Agreement or a violation of applicable federal securities laws, in each case which has a material adverse effect on the business of the Partnership or the ability of the General Partner to perform its duties under this Agreement; provided , that any such breach or violation, which does not have a material adverse effect on the business of the Partnership or the ability of the General Partner to perform its duties under this Agreement, must be cured within forty-five (45) days after the finding by a court of competent jurisdiction that such breach has occurred and a failure to cure such breach or violation within forty-five (45) days after such finding by a court shall also constitute “Cause” for the purposes hereof, (ii) a finding by a court of competent jurisdiction of an act constituting willful misconduct, gross negligence or fraud by the General Partner, partners thereof, or any employees of the General Partner in connection with the performance of their duties under the terms of this Agreement; provided, that, with respect to an act of gross negligence, such act will only constitute Cause if it has a material adverse effect on the Partnership or the Limited Partners or (iii) the criminal conviction of the General Partner or any partner thereof in connection with any JER activities.

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CDOs : shall mean vehicles that issue debt obligations which are secured with Investments contributed, sold, transferred or otherwise encumbered to such vehicles by the Partnership.

Certificate of Limited Partnership : The Certificate of Limited Partnership of the Partnership, dated as of November 28, 2007, which was executed by the General Partner and filed in the office of the Secretary of State of the State of Delaware on November 28, 2007 and all subsequent amendments thereto and restatements thereof.

Closing : December 11, 2007.

CMBS : Commercial mortgage-backed securities or any other securities whose return is linked to a pool of indebtedness secured by commercial real estate.

Code : The U.S. Internal Revenue Code of 1986, as the same may be amended from time to time.

Co-Investment Commitment : The aggregate Capital Commitments of JERIT and JER Fund IV to the Partnership (which, for the avoidance of doubt may be made directly or through subsidiaries that are wholly-owned by JERIT and/or JER Fund IV), which may be made to the Partnership directly as a Capital Commitment or, indirectly, as a capital commitment to the General Partner which then makes a Capital Commitment to the Partnership.

Commitment Period : The period from the date of the Closing through the Expiration Date.

Credit Team : The individuals listed on Schedule I hereto and any Approved Replacement for any of the foregoing, in each case for so long as such Person is an employee of JER.

Credit Team Dedication Plan : The policy relating to certain time commitments of the Credit Team, as attached hereto as Schedule I.

Cumulative Net Distributions : As defined in Section 3.4(c)(i).

Current Proceeds : Proceeds from an Investment other than Disposition Proceeds, net of Partnership Expenses and reserves therefor which are allocated to such proceeds in accordance with Section 6.2(d) and (e).

Defaulting Limited Partner : As defined in Section 8.3(b).

Disabling Event : The Bankruptcy or Insolvency of the General Partner or the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act other than (a) as permitted by Section 8.1(a) or (c) pursuant to a removal and replacement of the General Partner as provided in Section 8.1(c).

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Disposition : The sale, exchange, redemption, repayment, repurchase or other disposition by the Partnership of all or any portion of an Investment for cash or for Marketable Securities which are to be distributed to the Limited Partners pursuant to Section 3.2(b) and shall include the receipt by the Partnership of a liquidating dividend or other like distribution for cash or in kind on such Investment or any portion thereof which are to be distributed to the Limited Partners pursuant to Section 3.2(b) and shall also include the distribution in kind to the Limited Partners of all or any portion of such Investment as permitted hereby. The General Partner shall determine in good faith whether and to what extent a Disposition has occurred as a result of the refinancing of an Investment. A Disposition shall be deemed to include an Investment becoming worthless within the meaning of Section 165(g) of the Code or as determined by the General Partner in its good faith discretion.

Disposition Proceeds : All amounts received by the Partnership upon the Disposition of an Investment, net of Partnership Expenses and reserves for Partnership Expenses which are allocated thereto in accordance with Section 6.2(d) and (e).

Dissolution Sale : All sales and liquidations by or on behalf of the Partnership of its assets in connection with or in contemplation of the winding-up of the Partnership.

ERISA : The U.S. Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

ERISA Partner : Any Limited Partner that is a “benefit plan investor” within the meaning of Section 3(42) of ERISA.

Escrow Account : As defined in Section 3.4(a).

Event of Dissolution : As defined in Section 9.1.

Excepted JER Investors: Means JER Fund IV and JERIT to the extent either of the foregoing makes a Capital Commitment directly to the Partnership, or any of their respective affiliates.

Excess Organizational Expenses : As defined in the definition of Organizational Expenses.

Excess 20% Amount : As defined in Section 3.4(c)(i).

Expiration Date : The date which is the first anniversary of the Closing.

Fair Market Value : The fair market value of the Investments, determined as provided in Section 4.7.

Final Clawback Amount : As defined in Section 9.4(a).

Final Clawback Determination Date : As defined in Section 3.4(c).

Final Distribution : The distribution described in Section 9.3.

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Fiscal Quarter : The calendar quarter or, in the case of the first fiscal quarter of the Partnership, the period commencing on the Initial Closing and ending on the last day of the calendar quarter occurring at least 45 days after the Closing and, in the case of the last fiscal quarter of the Partnership, ending on the date on which the winding up of the Partnership is completed, as the case may be.

Fiscal Year : As defined in Section 2.8.

FOIA : The Freedom of Information Act, 5 U.S.C. § 552, (“ FOIA ”), any state public records access law, any U.S. state or other U.S. jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement

Follow-On Investment : Any further investment in or relating to an existing Investment for which the Partnership has entered into a letter of intent, agreement in principle or definitive agreement to make at the time that the existing Investment is made.

Follow-Up Investment : Any Investment which (a) has not been made on or prior to the Expiration Date, (b) prior to the Expiration Date the Partnership has entered into a letter of intent, agreement in principle or definitive agreement to make, (c) if the Partnership has not entered into a definitive agreement to make the Investment prior to the Expiration Date, the Partnership enters into a definitive agreement to make within 6 months after the Expiration Date and (d) the Partnership schedules a closing for within 6 months after the Expiration Date; provided, that any amounts drawn down for a Follow-Up Investment shall be promptly returned to the Partners if such Follow-Up Investment does not close within 6 months after the Expiration Date.

Full Investment : The time at which the excess of (a) the aggregate Capital Commitments over (b) the aggregate Capital Contributions which have been made or called, committed or reserved for Investments (including Follow-On Investments and Follow-Up Investments) is equal to or less than 10% of the aggregate Capital Commitments.

Fund Level Information : means (i) the name, address and vintage year of the Partnership, (ii) the Capital Commitment of a Limited Partner, (iii) the aggregate amount of Capital Contributions made by a Limited Partner, (iv) the dollar amount, on a Fiscal Year-end basis, of cash distributions received by a Limited Partner, (v) the remaining value of the Partnership assets attributable to a Limited Partner’s investment in the Partnership, (vi) the net internal rate of return of the Partnership since inception, (vii) the investment multiple of the Partnership since inception, (viii) the dollar amount of the aggregate Management Fees, Partnership Expenses, Organizational Expenses and other costs and expenses paid by a Limited Partner, in each case of the above, on a Fiscal Year-end basis and (ix) the dollar amount of cash profits received by a Limited Partner from the Partnership on a Fiscal Year-end basis; provided , that the foregoing shall not include any information about any current, former or prospective Portfolio Company.

GAAP : Generally accepted accounting principles in the United States.

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General Partner : JER Debt Co-Investment Advisors, L.P., a Delaware limited partnership and an Affiliate of JER, and any general partner substituted therefor in accordance with this Agreement.

Governmental Plan : A “governmental plan” within the meaning of Section 3(32) of ERISA, and when the context requires, a Limited Partner that is a Governmental Plan.

Guarantee : As defined in Section 9.5.

Indebtedness : With respect to the Partnership or a direct or indirect Investment entity, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property, goods or services, including reimbursement obligations, and all other obligations contingent or otherwise of such Person with respect to surety bonds, letters of credit and bankers’ acceptances whether or not matured, and hedges and other derivative contracts and financial instruments, (ii) all obligations of such Person evidenced by notes, bonds, debentures, or similar instruments, (iii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (iv) all capital lease obligations of such Person, (v) all indebtedness referred to in clause (i), (ii), (iii), or (iv) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien upon or in property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, (vi) all Indebtedness of others guaranteed by such Person and (vii) all amounts (including, without limitation, interest and prepayment premiums) owing on any such Indebtedness.

Indemnified Party : As defined in Section 4.3(a).

Initial Limited Partner : As defined in the introduction hereto.

Insolvency : With respect to any Person, the admission by such Person in writing that it is unable to pay its debts generally as they come due, the taking by such Person of any corporate action in furtherance of any petition, application or proceeding relating to itself under any bankruptcy, reorganization, arrangement or similar law, or such Person becoming insolvent or being unable to pay its obligations and debts when they generally become due.

Interest : The entire partnership interest owned by a Partner in the Partnership at any particular time, including the right of such Partner to any and all benefits to which a Partner may be entitled as provided in this Agreement, together with the obligations of such Partner to comply with all the terms and provisions of this Agreement.

Interim GP Clawback Amount : The sum of the Investment Related Interim GP Clawback Amount and the Other Interim GP Clawback Amount.

Investments : As defined in the Investment Guidelines.

Investment Guidelines : The investment objectives and policies set forth in Annex A.

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Investment Proceeds : Current Proceeds and Disposition Proceeds.

Investment Related Clawback Amount : As defined in Section 5.2(c)(i).

Investment Related Interim GP Clawback Amount : As defined in Section 5.2(c)(i).

Investor Note Facility: As defined in Section 4.2(c)(ii).

JER : J.E. Robert Company, Inc., a Virginia corporation.

JER Fund IV : The collective reference to JER Real Estate Partners IV, L.P. and JER Real Estate Qualified Partners IV, L.P., any additional collective investment vehicles or other arrangements for certain types of investors formed to co-invest in the same real estate and real estate related investments as such partnerships, and any successor investment vehicles thereto.

JERIT : JER Investors Trust Inc., a publicly traded real estate investment trust.

Legally Binding Agreement : An agreement to make an Investment which is legally binding on the Partnership and which does not provide for the unilateral right of the Partnership to cancel or terminate without penalty or liability.

Limited Partners : The parties listed as limited partners in the books and records of the Partnership or any Person who has been admitted to the Partnership as a substituted or additional limited partner of the Partnership in accordance with this Agreement in each case as long as such person remains a limited partner of the Partnership in accordance herewith.

Lock-Up Period : The period commencing on date of the Closing and expiring on [*].

Majority (or other specified percentage) in Interest : A “Majority in Interest” of the Limited Partners means, at any time, the Limited Partners holding a majority of the total limited partners interests then entitled to vote in the Partnership, as determined on the basis of Capital Commitments. Any other specified percentage in Interest of the Limited Partners means, at any time, the Limited Partners holding the specified percentage of the total limited partnership interests then entitled to vote in the Partnership, as determined on the basis of Capital Commitments.

Management Fee : The management fee payable to the General Partner in accordance with this Agreement.

Management Fee Payment Date : Following the Closing, the first day of each calendar quarter or, with respect to any particular installment of the Management Fee, any subsequent date or dates to which the General Partner shall determine to defer payment of the Management Fee.

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Marketable Securities : Securities (a) of a class that are traded on an established securities exchange, reported through an established over-the-counter trading system or otherwise traded over-the-counter and (b) are freely tradeable. Freely tradeable for this purpose shall mean securities that are not subject to any contractual restrictions on transfer and that are transferable by a Limited Partner pursuant to applicable securities laws.

Mezzanine Loans : Loans secured by junior liens on real estate properties and/or by liens on the partnership or membership interests in the borrower’s property owning entities.

Net Loss from Writedowns : As defined in Section 3.3(c).

Nonrecourse Deductions : As defined in U.S. Treasury Regulations Section 1.704-2(b).

Open Meetings Act : As defined in Section 11.2(d).

Organizational Expenses : All out-of-pocket costs and expenses incurred in connection with the organization of the Partnership and the General Partner and the offering of interests in the Partnership, including, without limitation, any related legal and accounting fees and expenses, printing and document production costs, long distance telephone charges, postage and delivery charges, duplicating and travel expenses; provided, that the total amount of Organizational Expenses to be paid by the Limited Partners that are not Affiliates of JER shall not exceed, unless otherwise approved by CalPERS, $500,000 and, provided , further that Organizational Expenses in excess of $500,000 or such other amount approved by CalPERS (“ Excess Organizational Expenses ”) may be paid by such Limited Partners, but in such event the Management Fee payable by such Limited Partners shall be reduced by an equivalent amount. To the extent that any Organizational Expenses have been borne by the General Partner or any of its Affiliates, the General Partner shall be entitled to be reimbursed by the Partnership.

Original Agreement : As defined in the recitals hereto.

Other Clawback Amount : As defined in Section 5.2(c)(ii).

Other Interim GP Clawback Amount : As defined in Section 5.2(c)(ii).

Partner Nonrecourse Debt Minimum Gain : An amount with respect to each partner nonrecourse debt (as defined in U.S. Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

Partner Nonrecourse Deductions : As defined in U.S. Treasury Regulations Section 1.704-2(i)(2).

Partners : The General Partner and the Limited Partners.

Partnership : JER US Debt Co-Investment Vehicle, L.P., a Delaware limited partnership.

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Partnership Counsel : As defined in Section 11.15.

Partnership Expenses : As defined in Section 6.2(a).

Partnership Minimum Gain : As defined in U.S. Treasury Regulations Section 1.704-2(b)(2) and 1.704-2(d).

Payment Date : As defined in Section 3.1(b)(i).

Payment Notice : As defined in Section 3.1(b)(ii).

Percentage Interest : With respect to any Limited Partner and (a) any Investment (other than a Follow-On Investment) for which a Payment Notice was not issued prior to the closing date of such Investment, the ratio of such Limited Partner’s Unpaid Capital Commitment to the Unpaid Capital Commitments of all Limited Partners as of such closing date; that such Percentage Interest shall be subject to adjustment as set forth herein for any default (b) any Follow-On Investment, such Limited Partner’s Percentage Interest with respect to the relevant existing Investment; provided , that such Percentage Interest shall be subject to adjustment as set forth herein for any default, and (c) any other Investment, the ratio of such Limited Partner’s Capital Contribution to that Investment to the total Capital Contributions of all Limited Partners to that Investment;

Person : Any individual, partnership, corporation, limited liability company, unincorporated organization or association, trust (including the trustees thereof, in their capacity as such) or other entity.

Portfolio Company(ies) : Means, with respect to any Investment, any Person that is the issuer of the securities that are the subject of such Investment.

Prime Rate : The rate of interest per annum publicly announced from time to time by JPMorgan Chase & Co. (or any successor thereto) as its prime rate in effect at its principal office in New York City. The Prime Rate is not intended to be the lowest rate of interest charged by such bank in connection with extensions of credit to debtors.

Proceeding : Any legal action, suit or proceeding by or before any court, arbitrator, governmental body or other agency.

Profit and Losses : For each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated other than pursuant to Section 10.2 and Section 10.3(g) shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value of any asset, pursuant to the definition of Carrying Value (other than an

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adjustment in respect of depreciation), the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the Operator may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items.

Pro Rata Share : As defined in Section 3.1(b)(iii).

Public Records Act : As defined in Section 11.2(d).

Realized Capital and Costs : As defined in Section 3.3(a)(ii).

Realized Gain : As defined in the definition of Unrecouped Losses on Realized Investments.

Realized Investment : As of any date, an Investment which has been the subject of a Disposition on or prior to such date.

Realized Loss : As defined in the definition of Unrecouped Losses on Realized Investments.

Required Interest : As defined in Section 11.4.

RMBS : Single family residential-mortgage backed securities or any other securities whose return is linked to a pool of indebtedness secured by single family residential real estate.

Rules : As defined in Section 11.15.

Securities Act : The Securities Act of 1933, as amended.

Similar Law : Any federal, state, local, non–U.S. or other law or regulation that could cause the underlying assets of the Partnership to be treated as assets of the Limited Partner by virtue of its Interest and thereby subject the Partnership and the General Partner (or other persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

Target Investments : As defined in the Investment Guidelines attached hereto as Annex A .

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Tax Advances : As defined in Section 10.6(a).

Temporary Investments : Cash or cash equivalent investments having a credit rating no lower than “A-1” by Standard & Poor’s Rating Services or “P-1” by Moody’s Investors Services, Inc.

Temporary Investment Income : Income of the Partnership from sources other than Investments, net of Partnership Expenses and reserves therefor which are allocated to such income in accordance with Section 6.2(d) and (e).

Transfer Option : As defined in Section 8.2(c)(i)

Transfer Notice : As defined in Section 8.2(c)(i).

Unpaid Capital Commitment : As to any Partner as of any date, an amount equal to:

(a) such Partner’s Capital Commitment, minus

(b) the aggregate amount of such Partner’s Capital Contributions made on or prior to such date (i) for Investments, (ii) to repay any Indebtedness, to the extent that the General Partner has not given notice to the Limited Partners pursuant to clause (c) below and (iii) pursuant to Section 5.2(b), minus

(c) the amount of any outstanding Indebtedness of the Partnership incurred or assumed thereby as provided under Section 4.2(c) solely to the extent the General Partner has notified the Limited Partners in writing, citing this clause (c), that it intends to repay such Indebtedness, if required, by a drawdown pursuant to Section 3.1(a)(iv), (v), (vi) or (vii), in each case in respect of which such Partner would be required to make a Capital Contribution pursuant to Section 3.1(a)(iv), (v), (vi) or (vii), while such Indebtedness remains outstanding (it being understood that Unpaid Capital Commitments shall not be deemed further reduced under this clause (c) to the extent Capital Contributions are requested and made pursuant to Sections 3.1(a)(iv), (v), (vi) or (vii) for the purpose of paying any such Indebtedness), minus

(d) the excess, if any, of (i) the aggregate amount of such Partner’s Capital Contributions made on or prior to such date for Organizational Expenses, Partnership Expenses and Management Fees or pursuant to Section 5.2(b) over (ii) the amount of all distributions other than those described in clause (e) below to such Partner made on or prior to such date, plus

(e) with respect to such Partner as of such date, the amount of all Capital Contributions made by such Partner for the acquisition of an Investment and returned to such Partner upon Disposition of such Investment during the Commitment Period, plus

(f) the amount of any Capital Contribution by a Partner which is returned to such Partner on or prior to such date in lieu of its application toward an Investment pursuant to Section 3.1(f);

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provided , that (I) with respect to clause (c) above, to the extent any such Indebtedness creates an obligation (whether or not such obligation is joint, several, joint and several, or otherwise) for the repayment thereof among the Partnership, JER Fund IV or JERIT pursuant to Section 4.6 the Unpaid Capital Commitment of a Partner shall only be reduced by such Partner’s pro rata share of the aggregate obligations of the Partnership, JER Fund IV or JERIT, relating thereto; (II) to the extent the aggregate Capital Contributions made by a Partner with respect to such Indebtedness (whether or not the obligation for such Indebtedness is joint, several, joint and several, or otherwise) at any time exceeds such Partner’s share of the Partnership’s obligation relating thereto, such Partner’s Unpaid Capital Commitment shall be further reduced by the amount of such excess; and (III) the General Partner may not request additional Capital Contributions from a Limited Partner as provided above in excess of such Partner’s indirect share of the Investment to which such obligation relates as compared to the indirect share of such Investment held by all of the Partners and the partners or other investors of JER Fund IV or JERIT, other than Defaulting Limited Partners and defaulting limited partners or other investors in JER Fund IV or JERIT; provided , further , that at any time from and after the expiration or termination of the Commitment Period, the General Partner may reduce the Unpaid Capital Commitments of the Limited Partners on a pro rata basis by any amount in its sole and absolute discretion.

Unrealized Investment : Any Investment that has not yet been the subject of a Disposition.

Unrecouped Losses on Realized Investments : With respect to any Limited Partner as of any date, an amount equal to (a) with respect to all Investments, which have been the subject of a Disposition where the Capital Contributions of such Limited Partner to each such Investment exceed the Investment Proceeds to such Limited Partner in respect of each such Investment, the aggregate amount of such excess (a “ Realized Loss ”), reduced (but not below zero) by (b) with respect to all Investments, which have been the subject of a Disposition subsequent to any Disposition referred to in the foregoing clause (a) where the Investment Proceeds to such Limited Partner in respect of each such Investment exceed the Capital Contributions of such Limited Partner to each such Investment, the aggregate amount of such excess (a “ Realized Gain ”); provided , that for the avoidance of doubt, a Realized Gain shall not be applied in reduction against a Realized Loss occurring subsequent to such Realized Gain.

ARTICLE II

General Provisions

2.1 Formation. The parties hereto continue a limited partnership formed on November 28, 2007 pursuant to the Act. The rights and liabilities of the Partners shall be as provided in said Act, except as otherwise expressly provided herein.

2.2 Name. The name of the Partnership shall be “JER US Debt Co-Investment Vehicle, L.P.” The General Partner is authorized to make any variations in the Partnership’s name which the General Partner may deem necessary or advisable; provided, that (a) such name shall contain the words “Limited Partnership” or the letters “L.P.” or the equivalent translation thereof, (b) such name shall not contain the name of any Limited Partner without the consent of such Limited Partner and (c) the General Partner shall promptly give notice of any variation in the Partnership’s name to the Limited Partners.

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2.3 Organizational Certificates and Other Filings; Limitations on Conduct of Business. If requested by the General Partner, the Limited Partners shall immediately execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of an exempted limited partnership under the laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.

2.4 Purpose. The purpose of the Partnership is to make investments in accordance with the Investment Guidelines contained in Annex A and to engage in such other activities as are permitted hereby and are incidental or ancillary thereto as the General Partner shall deem necessary or advisable, all upon the terms and conditions set forth in this Agreement.

2.5 Principal Office. The Partnership shall maintain its principal office at, and its affairs shall be conducted from, 1650 Tysons Boulevard, Suite 1600, McLean, Virginia 22102 or such place or places as the General Partner may, with notice to the Limited Partners, decide.

2.6 Registered Office and Registered Agent. The address of the Partnership’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name and address of the Partnership’s registered agent for service of process in the State of Delaware is CT Corporation System, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

2.7 Term. The Partnership commenced upon the filing for record of the Certificate of Limited Partnership in the office of the Secretary of State of the State of Delaware and, unless earlier dissolved and terminated pursuant to Section 9.1, shall continue in business through the close of business on the fifth anniversary of the Closing date; provided, that the General Partner, with the consent of CalPERS may extend the term of the Partnership for two successive one-year periods in order to effect an orderly dissolution and winding up of the Partnership. During the period of any such extension of the term of the Partnership, the General Partner shall manage the affairs of the Partnership with a view toward effecting an orderly dissolution and winding up of the Partnership and, accordingly, shall not make any new Investments. Notwithstanding the dissolution of the Partnership, the Partnership shall continue in existence as a separate legal entity until cancellation of the Certificate of Limited Partnership of the Partnership.

2.8 Fiscal Year. The fiscal year ( “Fiscal Year” ) of the Partnership shall be the calendar year or, in the case of the first and last fiscal years of the Partnership, the fraction thereof commencing on the Closing date or ending on the date on which the winding up of the affairs of the Partnership is completed, as the case may be. The taxable year of the Partnership shall be determined under Section 706 of the Code. The General Partner shall have the authority to change the ending date of the Fiscal Year if the General Partner shall determine in good faith that such change is necessary or appropriate, provided, that the General Partner shall promptly give notice of any such change to the Limited Partners.

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2.9 Withdrawal of Initial Limited Partner. Upon the admission of one or more Limited Partners to the Partnership at the Closing, the Initial Limited Partner shall (a) receive a return of any capital contribution made by him to the Partnership, (b) withdraw as the Initial Limited Partner of the Partnership, and (c) have no further right, interest or obligation of any kind whatsoever as a Partner in the Partnership.

ARTICLE III

Capital Contributions; Distributions

3.1 Capital Contributions. (a) Capital Contributions. Each Limited Partner agrees to make contributions to the Partnership in cash from time to time, payable in United States dollars, in installments as follows:

(i) With respect to any Capital Contribution for the making of Investments generally : At any time and from time to time on or prior to the Expiration Date, each Limited Partner shall, on any Payment Date, contribute to the Partnership its respective Pro Rata Share of the aggregate amount to be contributed by the Limited Partners for such Investment, but a Limited Partner in no event shall be required to make a Capital Contribution to the Partnership on any date in an amount greater than its Unpaid Capital Commitment as of such date. The amount which a Limited Partner is required to contribute on any Payment Date shall be specified by the General Partner in a Payment Notice delivered to such Limited Partner in respect of such Payment Date, and the General Partner shall contribute to the Partnership on such Payment Date an amount equal to its Pro Rata Share of all Capital Contributions to be made on such date by all Partners;

(ii) With respect to any Capital Contribution for the making of a Follow-Up Investment : At any time and from time to time after the Expiration Date, each Limited Partner shall, on any Payment Date, contribute to the Partnership its Pro Rata Share of the aggregate amount to be contributed by the Limited Partners for such Follow-Up Investment; provided, that a Limited Partner in no event shall be required to make a Capital Contribution to the Partnership on any date in an amount greater than its Unpaid Capital Commitment as of such date. The amount which a Limited Partner is required to contribute on any Payment Date shall be specified by the General Partner in a Payment Notice delivered to such Limited Partner in respect of such Payment Date, and the General Partner shall contribute to the Partnership on such Payment Date an amount equal to its Pro Rata Share of all Capital Contributions to be made on such date by all Partners;

(iii) With respect to any Capital Contribution for the making of a Follow-On Investment After the Expiration Date : At any time and from time to time for a period of three years after the Expiration Date, each Limited Partner shall, on any Payment Date, contribute to the Partnership its pro rata share of the aggregate amount to be contributed

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by the Limited Partners for such Follow-On Investment (calculated on the basis of such Limited Partner’s Percentage Interest with respect to the relevant existing Investment and determined in accordance with Section 3.1(f)) in an aggregate amount up to, but in any event no more than, 20% of the Partnership’s Capital Commitments; provided, that a Limited Partner in no event shall be required to make a Capital Contribution to the Partnership on any date in an amount greater than its Unpaid Capital Commitment as of such date. The rationale for a Follow-On Investment and the amount which a Limited Partner is required to contribute on any such Payment Date shall be specified by the General Partner in a Payment Notice delivered to such Limited Partner in respect of such Payment Date, and the General Partner shall contribute to the Partnership on such Payment Date an amount equal to its Pro Rata Share of all Capital Contributions to be made on such date by all Partners;

(iv) With respect to any Capital Contribution for the payment of Partnership Expenses: At any time and from time to time during the term of the Partnership on any Payment Date, each Limited Partner shall contribute to the Partnership its Pro Rata Share of the aggregate amount to be contributed by all Limited Partners on such date for Partnership Expenses or to satisfy the Partnership’s obligation under any Indebtedness incurred to pay Partnership Expenses, but a Limited Partner in no event shall be required to make a Capital Contribution to the Partnership on any date in an amount greater than its Unpaid Capital Commitment as of such date, and the General Partner shall contribute to the Partnership on such date an amount equal to its Pro Rata Share of all Capital Contributions to be made on such date by all Partners;

(v) With respect to any Capital Contributions for the repayment of Indebtedness: At any time and from time to time during the existence of the Partnership, on any Payment Date, each Limited Partner shall contribute to the Partnership its Pro Rata Share of the aggregate amount to be contributed by all Limited Partners on such date to satisfy the Partnership’s or a Portfolio Company’s obligation under any Indebtedness, but a Limited Partner in no event shall be required to make a Capital Contribution to the Partnership on any date in an amount greater than its Unpaid Capital Commitment as of such date; provided, that no Limited Partner shall be required to make such Capital Contributions after the Expiration Date in respect of Indebtedness incurred for Investments unless such Indebtedness (or Indebtedness directly or indirectly refinanced by such Indebtedness) is outstanding as of the Expiration Date and such Limited Partner has received a notice on or prior to the Expiration Date (citing this Section 3.1(a)(v)), stating that Capital Contributions may be required to satisfy the Partnership’s obligation under any such Indebtedness outstanding on the Expiration Date and specifying, to the best of the General Partner’s knowledge, the amount of any Capital Contribution that may be so required. The amount which a Limited Partner is required to contribute on any Payment Date shall be specified by the General Partner in a Payment Notice delivered to such Limited Partner in respect of such Payment Date, and the General Partner shall contribute to the Partnership on such Payment Date an amount equal to its Pro Rata Share of all Capital Contributions to be made on such date by all Partners;

(vi) With respect to Capital Contributions for Organizational Expenses: At any time and from time to time during the term of the Partnership, each Limited Partner shall

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contribute to the Partnership such Limited Partner’s Pro Rata Share of the aggregate amount to be paid by all Limited Partners on such date for the Organizational Expenses (which aggregate amount shall equal the product of (A) one minus the General Partner’s Pro Rata Share and (B) the Partnership’s share of the amount of such Organizational Expenses), or to satisfy the Partnership’s obligation under any Indebtedness incurred to pay Organizational Expenses; provided , that, if JERIT and JER Fund IV make a capital commitment to the General Partner rather than directly to the Partnership, they will also bear their pro rata share of Organizational Expenses to the same extent as if they had made a direct Capital Commitment to the Partnership. A Payment Notice shall be delivered in respect of such contributions specifying the Payment Date therefor; and

(vii) With respect to Capital Contributions for the Management Fee : On any Business Day falling on or immediately after each Management Fee Payment Date, each Limited Partner shall contribute to the Partnership the installment of the Management Fee then due and owing applicable to such Limited Partner, as determined in accordance with Section 6.1. A Payment Notice shall be delivered in respect of such contribution specifying such Business Day as the Payment Date therefor.

(b) Related Definitions. (i) A “Payment Date” shall mean a date on which Partners are required to make Capital Contributions to the Partnership, which date:

(A) shall be specified in a Payment Notice delivered to each Limited Partner from which a Capital Contribution is required on such date; and

(B) shall be at least ten (10) Business Days after the date of delivery of a Payment Notice.

(ii) A “Payment Notice” shall mean a written notice requiring Capital Contributions to the Partnership, which notice shall:

(A) specify the purpose for which the Capital Contributions are required to be made;

(B) in the case of a Payment Notice with respect to the anticipated making of an Investment, include:

(I) a brief description of the identity and nature of such Investment, the business to which it relates, and the type of interest being purchased, except that the General Partner may exclude the specific identity thereof (but not the description of the nature of the Investment and the business to which it relates) if the General Partner determines in good faith that notifying the Limited Partners of such identity would risk jeopardizing such Investment or the General Partner would breach a confidentiality obligation imposed on it with respect to such Investment;

(C) in the case of a Payment Notice with respect to any Capital Contribution required pursuant to Section 3.1(a)(v), indicate the anticipated date of repayment or performance of the Indebtedness and the Investment to which such Indebtedness relates; and

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(D) specify each Limited Partner’s Pro Rata Share of the Capital Contributions required to be made by the Limited Partners and the method of calculation thereof.

(iii) A Limited Partner’s “ Pro Rata Share ” of the aggregate Capital Contributions to be made by Limited Partners on any Payment Date for an Investment, for Partnership Expenses or for the satisfaction of the Partnership’s obligation under any Indebtedness incurred for an Investment or to pay Partnership Expenses shall mean (a) with respect to any Investment for which a Payment Notice was not issued prior to the closing date of such Investment (including the repayment of Indebtedness incurred for any such Investment), such Limited Partner’s Percentage Interest in such Investment and (b) with respect to any other Investment (including the repayment of Indebtedness incurred for any such other Investment) or any Partnership Expense, the percentage that such Limited Partner’s Unpaid Capital Commitment as of such date represents of the aggregate Unpaid Capital Commitments as of such date of all Limited Partners from which a Capital Contribution for such Investment, Partnership Expenses or Indebtedness is required on such date (in each case as determined in accordance with Section 3.1(f)). A Limited Partner’s “ Pro Rata Share ” of the aggregate Capital Contributions for Organizational Expenses or the satisfaction of the Partnership’s obligation under any Indebtedness incurred to pay Organizational Expenses to be made by Limited Partners on any Payment Date shall mean the percentage that a Limited Partner’s Capital Commitment as of such date represents of the aggregate Commitments of all Limited Partners as of such date (as determined in accordance with Section 3.1(f)).

(c) Capital Contributions shall be made by wire transfer of immediately available funds to the account specified in the related Payment Notice. Other than expressly as set forth in this Agreement, (i) no Partner shall be entitled to any interest or compensation by reason of its Capital Contributions or by reason of serving as a Partner and (ii) no Partner shall be required to lend any funds to the Partnership.

(d) The General Partner shall cause the books and records of the Partnership to be amended from time to time to reflect the addresses of Partners and changes thereto and the transfer of Interests and changes in Capital Commitments which are accomplished in accordance with the provisions hereof.

(e) The General Partner shall cause the aggregate Co-Investment Commitment to equal $20 million.

(f) If the General Partner determines that a proposed Investment in respect of which Partners have made Capital Contributions will not be consummated (e.g., because a definitive acquisition agreement relating thereto has been terminated), the General Partner shall, within forty-five (45) days after the applicable Payment Date, refund to the Partners which made such Capital Contributions the amounts of such Capital Contributions unless such amounts are required for another Investment to be made within such 45-day period. If the

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General Partner determines that a proposed Investment in respect of which Partners have made Capital Contributions will not require the full amount of Capital Contributions made therefor, the General Partner shall, within forty-five (45) days after the applicable Payment Date, refund to the Partners which made such Capital Contributions, pro rata to the amounts of such Capital Contributions, the amount of such Capital Contributions which exceeds the portion required to consummate and capitalize such Investment, unless such amounts are required for another Investment to be made within such 45-day period. Any amount refunded pursuant to this Section 3.1(f) within 45 days of the applicable Payment Date shall be treated for purposes of Section 3.3(a) as never having been contributed to the Partnership, and, for the avoidance of doubt, the preferred return payable under Section 3.3(a)(i) shall be payable on a Capital Contribution from the earlier of the date such Capital Contribution is invested in a Portfolio Company or the 46 ^th day following the applicable Payment Date for such Capital Contribution through the date of its return pursuant to this Section 3.1(f).

3.2 Distributions — General Principles. (a) Generally . Except as otherwise expressly provided in Article III, Article VIII or in Article IX, no Partner shall have the right to withdraw from the Partnership or to receive any distribution or return of its Capital Contributions. Distributions of Partnership assets that are provided for in this Article III, Article VIII or in Article IX shall be made only to persons who, according to the books and records of the Partnership, were the holders of record of Interests in the Partnership on the date determined by the General Partner as of which the Partners are entitled to any such distributions.

(b) Distributions in Kind of Marketable Securities Upon CalPERS’ Consent. (i) Distributions prior to the termination of the Partnership may only take the form of cash or, with the consent of CalPERS, Marketable Securities. Subject to the foregoing, distributions of Marketable Securities shall be made in the same proportions as would cash in an amount equal to the Fair Market Value of the Marketable Securities being distributed (but may not otherwise be made in kind except in connection with the dissolution and winding up of the Partnership or a withdrawal of a Limited Partner pursuant to Section 8.6); provided , that any distribution of Marketable Securities pursuant to this Article III shall be made in accordance with the following:

(A) the General Partner shall give at least ten (10) Business Days prior notice of any proposed distribution of Marketable Securities pursuant to this Section 3.2(b) and the date of such proposed distribution;

(B) the General Partner shall not make any distribution of Marketable Securities to any Limited Partner if the General Partner has been advised in writing by such Limited Partner that such distribution would result in, or be more likely than not to result in, a violation of applicable law, rule or regulation. In the event the General Partner is so advised in writing, the Partnership as promptly as practicable shall dispose on behalf of such Limited Partner of all or any portion of such Marketable Securities that otherwise would have been distributed to such Partner at such price and on such terms as the General Partner shall determine in good faith to be then achievable and to distribute to such Partner instead the proceeds from such disposition;

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(C) any gain or loss upon the disposition of such Marketable Securities shall be allocated pro rata only among those Partners electing to receive proceeds instead of Marketable Securities, and such Partners shall bear all of the expenses (including, without limitation, underwriting costs and brokerage commissions) of such disposition. For purposes of maintaining Capital Accounts and determining Profits and Losses, Marketable Securities sold on behalf of a Limited Partner shall be deemed distributed to such Limited Partner immediately prior to such sale (and shall be deemed to have a value equal to the cash realized from such sale) and resulting book gain or loss shall be allocated pro rata solely to such Limited Partners;

(D) any book gain or loss for Capital Account adjustment purposes upon the actual distribution in kind of Marketable Securities described in this Section 3.2(b) shall be allocated pro rata only among those Partners receiving such distribution;

(E) the calculation of the Carried Interest shall be based on the valuation of the Marketable Securities to be distributed in kind to the Limited Partners determined in accordance with Section 4.7; and

(F) the General Partner may request, but no Limited Partner shall be required to give, a proxy with respect to any Marketable Securities distributed in kind; and

(G) the General Partner may reasonably require that as a condition to any Limited Partner receiving a distribution in kind of Marketable Securities pursuant to this Section 3.2(b), such Limited Partner shall make any necessary or desirable representations, warranties and covenants as the General Partner shall reasonably determine.

(ii) Except as provided in this Section 3.2(b) or Section 8.6, distributions consisting of both cash and Marketable Securities shall be made, to the extent practicable, in equal proportions of cash and such Marketable Securities respectively, as to each Limited Partner receiving such distributions.

(iii) Except as otherwise provided in this Agreement, assets distributed in kind shall be deemed to have been sold for cash for their Fair Market Value determined in accordance with Section 4.7. Upon the making of a distribution in kind, the Capital Accounts of the Partners receiving such distribution shall be reduced by the Fair Market Value of the property distributed and the Capital Accounts of the Partners shall be adjusted to reflect gain or loss deemed to have been realized in respect of the deemed sale.

(c) Timing and Manner of Distributions. Distributions of available cash shall be made at the times provided below:

(i) Current Proceeds from an Investment shall be distributed at such times and intervals as the General Partner shall determine, but in no event later than forty-five (45) days following the end of the Fiscal Quarter in which such Current Proceeds are received by the Partnership.

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(ii) Disposition Proceeds from an Investment shall be distributed as soon as practicable but in any event within thirty (30) days after the date such Disposition Proceeds are received by the Partnership.

(iii) Temporary Investment Income shall, unless otherwise applied to an Investment, be distributed on an annual basis, but in no event later than forty-five (45) days following the end of the Fiscal Year in which such Temporary Investment Income is received by the Partnership, or more often in the discretion of the General Partner.

Such distributions shall be made by wire transfer of immediately available funds to the account specified in writing by any Limited Partner to the General Partner. Distributions pursuant to clauses (i) or (iii) above shall not be required to be made more frequently than annually unless the aggregate amount to be distributed equals or exceeds $1,000,000. In kind distributions shall be made in the discretion of the General Partner and subject to the provisions of Section 3.2(b).

(d) For all purposes of this Agreement, whenever a portion of an Investment (but not the entire Investment) is the subject of a Disposition, that portion shall be treated as having been a separate Investment from the portion of the Investment that is retained by the Partnership, and prior distributions of Current Proceeds and Capital Contributions for the Investment shall be treated as having been divided between the sold portion and the retained portion on a pro rata basis.

(e) For all purposes of this Agreement, whenever an investment is made in the same type of security of, or other interest in, an entity or asset in which an Investment previously has been made, such subsequent investment shall be treated as a separate Investment from the Investment previously made, and the Capital Contributions for, and Investment Proceeds and Carried Interest proceeds subsequently received from, such entity shall be divided between the prior Investment and the subsequent Investment based upon the relative interests acquired by the Partnership in such prior and subsequent Investments.

(f) The amount of any taxes allocable to a Partner or withheld from receipts of the Partnership (or any entity in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) from an Investment shall be deemed to have been distributed to such Partner as Current Proceeds or Disposition Proceeds to the extent that the payment or withholding of such taxes reduced Current Proceeds or Disposition Proceeds, as the case may be, otherwise distributable to such Partner as provided herein; provided, that the General Partner may deem taxes paid by or withheld from receipts of the Partnership (or any entity in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Limited Partner exempt from U.S. federal income tax to have been distributed to such Limited Partner as described above only to the extent the General Partner reasonably determines that (i) such Limited Partner is liable for such tax under the laws of the jurisdiction imposing such tax, (ii) the amount of such tax is determined with reference to the status of such Limited Partner or (iii) such Limited Partner incurs items of gross income taken into account for purposes of calculating unrelated business taxable income as defined in Sections 512 and 514 of the Code relating to such Limited Partner’s Interest in the Partnership.

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(g) (i) Any amount otherwise distributable to a Limited Partner pursuant to Sections 3.2 and 3.3 may be retained by the Partnership and used for any purpose otherwise permissible under this Agreement to the extent such retained amounts would have, if distributed, increased the Unpaid Capital Commitment of such Limited Partner in accordance with clauses (e) and (f) of the definition of Unpaid Capital Commitment. For the avoidance of doubt, the foregoing shall not limit the General Partner’s authority to apply Disposition Proceeds, Current Proceeds and Temporary Investment Income to the payment of Partnership Expenses and the repayment of Indebtedness or withhold amounts from distributions pursuant to Sections 6.2(d) and 6.2(e) hereof.

(ii) Other than amounts referred to in clause (i) of this Section 3.2(g) which would have increased the Unpaid Capital Commitment of a Limited Partner, any amount otherwise distributable to a Limited Partner pursuant to Sections 3.2 and 3.3 may be retained by the Partnership and used for any purpose permissible under this Agreement to the extent that if such amounts had been distributed to the Limited Partner pursuant to Sections 3.2 and 3.3 and immediately recontributed thereby as a Capital Contribution, such Limited Partner’s Unpaid Capital Commitment would have been reduced by such amounts (and therefore such amounts may not exceed such Limited Partner’s then Unpaid Capital Commitment); provided , that the foregoing shall not limit the ability to pay Management Fees and Partnership Expenses and take reserves therefor in accordance with Sections 6.1(a) and 6.2(d) and (e).

(iii) Any amount retained pursuant to clauses (i) and (ii) of this Section 3.2(g) shall be treated as though such amount had been distributed to the Limited Partner pursuant to Sections 3.2 and 3.3 and immediately recontributed thereby as a Capital Contribution as of the date of such distribution for all purposes hereof.

3.3 Amounts and Priority of Distributions .

(a) Distributions of Current Proceeds and Disposition Proceeds from Investments . Each distribution of Current Proceeds and Disposition Proceeds from an Investment (after making a payment or provision for Organizational Expenses, Partnership Expenses and the Management Fee) shall initially be made to the Partners in proportion to each of their respective Percentage Interests with respect to such Investment. Notwithstanding the previous sentence, the share of each distribution of Current Proceeds and Disposition Proceeds of each Limited Partner (other than an Excepted JER Investor) from an Investment shall be divided between such Limited Partner on the one hand and the General Partner on the other hand as follows: [*]

(b) Distributions of Temporary Investment Income: Each distribution of Temporary Investment Income shall be divided among all Partners (including the General Partner) pro rata in proportion to their respective proportionate interests in the Partnership property or funds that produced such Temporary Investment Income, as reasonably determined by the General Partner.

(c) The “Net Loss from Writedowns” as of any date means, in respect of the Unrealized Investments for which there are writedowns, the aggregate excess of the Capital

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Contributions and allocated Partnership Indebtedness directly relating to such Unrealized Investments over their aggregate Fair Market Values as of such date.

3.4 Escrow Account . (a) Establishment of Escrow Account. The Partnership shall establish an escrow account (the “Escrow Account” ), with a sub-account for each non-Defaulting Limited Partner which is not an Excepted JER Investor. Subject to Section 3.4(b) below, the General Partner shall be required upon its receipt of any Carried Interest with respect to such Limited Partner to deposit into such Limited Partner’s sub-account in the Escrow Account an amount equal to 50% of the amount of such Carried Interest, in order to assure the availability of funds for the potential obligation of the General Partner to refund amounts pursuant to Section 3.4(c) below.

(b) Permitted Withdrawals Out of the Escrow Account. (i) All funds deposited in the Escrow Account shall remain in the Escrow Account and may not be withdrawn by the General Partner except as provided in this Section 3.4(b) and Section 8.3(h).

(ii) The General Partner may withdraw from the Escrow Account at any time and from time to time the amount of any interest or other earnings on the funds in the Escrow Account.

(iii) At any time and from time to time following the expiration or termination of the Commitment Period, the General Partner may withdraw from any Limited Partner’s sub-account in the Escrow Account any funds therein in excess of an amount equal to 20% of the sum of (A) the amount of such Limited Partner’s Unpaid Capital Commitment at such time, (B) such Limited Partner’s Capital Contributions for Investments that have not been the subject of a Disposition as of such time, (C) such Limited Partner’s Capital Contributions for Organizational Expenses, Management Fees and Partnership Expenses (or to satisfy the Partnership’s obligation under any Indebtedness incurred to pay any of the foregoing) that, in each case, have not been previously recouped by such Limited Partner and (D) such Limited Partner’s pro rata share of the aggregate Unrecouped Losses on Realized Investments of Limited Partners other than Excepted JER Investors.

(c) Payment of Excess 20% Amount Out of Escrow Account. (i) If, following the dissolution, winding up and termination of the Partnership and the distribution of all or substantially all of the Partnership’s assets (the date of such event being the “Final Clawback Determination Date” ), distributions of Carried Interest to the General Partner have been made with respect to any non-Defaulting Limited Partner and the aggregate distributions of Carried Interest to the General Partner with respect to any Limited Partner minus any Interim GP Clawback Amount with respect to such Limited Partner exceeds 20% of the sum of (A) an amount (positive or negative) equal to (I) the cumulative distributions to such Limited Partner of Investment Proceeds over (II) the aggregate amount of Capital Contributions and returns of distributions pursuant to Section 5.2(b) made by such Limited Partner (such positive or negative amount being the “Cumulative Net Distributions” with respect to such Limited Partner), and (B) the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner minus any Interim GP Clawback Amount with respect to such Limited Partner with respect to such Limited Partner, determined after giving effect to all transactions through the Final Clawback Determination Date, then the escrow agent shall return promptly to the

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Partnership for distribution to such Limited Partner to the extent of the amount in such Limited Partner’s sub-account in the Escrow Account and without prejudice to the General Partner’s further obligations under Section 9.4, an amount determined after giving effect to all transactions through the Final Clawback Determination Date equal to the Excess 20% Amount (as defined in the next sentence) with respect to such Limited Partner. The “Excess 20% Amount” with respect to such Limited Partner shall equal an amount such that if such amount were distributed to such Limited Partner, the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner (after reduction for such amount) minus any Interim GP Clawback Amount with respect to such Limited Partner would equal 20% of the sum of (I) such Limited Partner’s Cumulative Net Distributions (after increase for such amount) and (II) the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner (after reduction for such amount) minus any Interim GP Clawback Amount with respect to such Limited Partner.

(ii) Any amount remaining in any Limited Partner’s sub-account in the Escrow Account after the payment to such Limited Partner of all amounts under this Section 3.4(c) shall be immediately released to the General Partner.

(d) For purposes of calculating distributions and maintaining Capital Accounts, amounts distributed by the Partnership and placed in escrow by the General Partner will be considered distributed to the General Partner and amounts required to be returned to the Partnership shall be considered a contribution to capital by the General Partner.

(e) The funds held in the Escrow Account shall be invested by the General Partner in Temporary Investments.

ARTICLE IV

The General Partner

4.1 Investment Guidelines . The Partnership shall make Investments in accordance with the Investment Guidelines set forth in Annex A, or as otherwise consented to by the General Partner and CalPERS. In addition, at such time as any funds of the Partnership are not invested in Investments, distributed to the Partners or applied towards the expenses or Indebtedness of the Partnership, the Partnership may invest such funds in Temporary Investments. The foregoing provisions of this Section 4.1 shall be subject to the good faith interpretation of the General Partner.

4.2 Powers of the General Partner . (a) The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement.

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(b) Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents as may be appropriate, subject to the limitations contained elsewhere in this Agreement:

(i) to formulate the investment policy of the Partnership provided that in so doing the General Partner shall comply with the Investment Guidelines of the Partnership as set out in Annex A;

(ii) to locate, identify, evaluate, research and negotiate investment opportunities and to acquire, underwrite, hold, protect, enhance, improve, manage, let, monitor, sell, exchange, convert or otherwise dispose of Investments for the account of the Partnership and to enter into contracts, deeds, agreements and other undertakings to acquire Investments on behalf of the Partnership;

(iii) to appoint a custodian to hold the assets of the Partnership (where deemed appropriate by the General Partner) or to appoint such other custodians or trustees as are required to hold any of the assets of the Partnership and give good title thereto on realization;

(iv) to monitor and, where appropriate, to appoint executive and non-executive directors to the boards of Portfolio Companies;

(v) to provide at its own expense office facilities and office and executive staff and office equipment to facilitate the carrying on of the business of the Partnership;

(vi) to receive, on behalf of the Partnership, Capital Contributions and any other payments pursuant to the terms of this Agreement made by Limited Partners and to receive Investment Proceeds arising from Investments;

(vii) to open, maintain and close bank accounts and custodian accounts for the Partnership and to draw checks and other orders for the payment of monies;

(viii) subject to Section 4.2(c), to incur or assume Indebtedness (or to cause a Portfolio Company to incur or assume Indebtedness), or to give (or to cause a Portfolio Company to give) indemnities, covenants and undertakings in favor of third parties on behalf of the Partnership (or a Portfolio Company) in connection with or for the purposes of the acquisition, holding or disposal of any Investment (including undertakings to make an Investment in the future) or in respect of the obligations of any Portfolio Company. The General Partner may make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidences of Indebtedness, and secure the payment thereof by mortgage, charge, pledge or assignment of any interest in all or any part of the Partnership’s assets and/or, subject to Section 4.2(c)(ii), the obligation of the Limited Partners to make Capital Contributions;

(ix) to make loans; provided , that such loans shall only be made in connection with an Investment;

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(x) to disburse payments of Organizational Expenses and Partnership Expenses payable by the Partnership, including the expenses of acquiring and disposing of Investments to the extent that such expenses have not been or shall not be paid by any other Person and to provide against present or future contemplated obligations and contingencies;

(xi) to pay from the Partnership’s assets the Management Fee in accordance with Section 6.1;

(xii) to commence, settle or defend any litigation relating to the Partnership or to any of the Partnership’s assets;

(xiii) to enforce security and exercise liens, charges, seize collateral or pledged assets, appoint administrators, liquidators, receivers and reinsurers and generally to act to protect the Partnership’s Investments;

(xiv) to hold the Partnership’s assets in trust and to maintain the Partnership’s records and books of account at the Partnership’s principal place of business and to allow any Limited Partner or its representative access thereto for any proper purpose in accordance with the confidentiality provisions hereof at any reasonable time during normal business hours for the purpose of inspecting or copying the same;

(xv) to make payments and distributions to the Partners in accordance with the terms of this Agreement;

(xvi) to prepare and furnish accounts, reports and valuations to the Partners in accordance with the provisions of this Agreement;

(xvii) to admit substitute Limited Partners to the Partnership in accordance with the provisions of Article VIII;

(xviii) to delegate to, or otherwise engage, employees, agents, valuers, surveyors, monitoring agents, lawyers, accountants, custodians, nominees, brokers, investment and financial advisers and consultants and any other person including, without limitation, any Affiliate of the General Partner (provided that, apart from transactions the terms of which are expressly contemplated or approved by the terms of this Agreement, any such engagement of an Affiliate shall be on arm’s length terms) as it may deem necessary or advisable in relation to the affairs of the Partnership to perform or assist in the performance of all or any of the affairs of the Partnership set forth in this Section 4.2(b) and elsewhere herein and to authorize such delegate to act for and on behalf of the Partnership;

(xix) to invest the funds of the Partnership in Temporary Investments pending the completion of an Investment, and the making of distributions in accordance with Sections 3.2 and 3.3;

(xx) to enter into hedging arrangements in relation to the Partnership’s Investments in such form as the General Partner may determine provided that if such hedging arrangements take the form of borrowings such power shall be limited in accordance with Section 4.2(b)(ix);

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(xxi) generally (without prejudice to Article VII) to communicate with the Limited Partners and to report to the Limited Partners at such times as it shall think fit and to represent the Partnership in all things;

(xxii) to pay or direct the Partnership to pay all taxes (including any interest, penalties or fines relating thereto) for which the General Partner, any Affiliate of the General Partner or the Partnership is liable on behalf of any Limited Partner or the Partnership or has been assessed in the name of the General Partner, such Affiliate or the Partnership;

(xxiii) to prepare, or procure the preparation of, tax returns (if any) for the Partnership and provide such assistance as it considers reasonable to enable Limited Partners to claim any reliefs from taxation and to prepare, or procure the preparation of, tax returns in respect of their profits from the Partnership;

(xxiv) to obtain insurance cover for its partners, directors, officers, employees and for itself and the Partnership and any other Indemnified Party in respect of any liabilities of such persons arising out of Partnership activities and in respect of any contingent liabilities of the Partnership;

(xxv) generally to do all other things on behalf of the Partnership as may in the General Partner’s opinion be reasonably required in connection with or ancillary to the purposes of objectives of the Partnership as described herein;

(xxvi) to appoint a person to act as nominee or attorney on behalf of the Partnership to sign, seal, endorse or execute any document as it may deem necessary and/or incidental to the conduct of the business of the Partnership;

(xxvii) to act as the “tax matters partner” under the Code and in any similar capacity under state, local or non-U.S. law; and

(xxviii) to make, in its sole discretion, any and all elections for Federal, state, local and non-U.S. tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code or comparable provisions of state, local or non-U.S. law.

(c) Borrowing and Guarantees. (i) The General Partner shall have the right, at its option, to cause the Partnership or a Portfolio Company to incur or assume Indebtedness from any Person at any time and for any purpose including to cover Organizational Expenses, Partnership Expenses or Management Fees, make Investments, provide permanent financing or provide interim financing to the extent necessary to consummate the purchase of Investments prior to completion of the permanent debt financing therefor or prior to the receipt of Capital Contributions; provided , that the average of the sum of the Indebtedness of the Partnership and the Partnership’s pro rata share of Indebtedness of all Investment entities for the last six months of each year, beginning with the year commencing on January 1, 2008, shall not exceed the

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average for such months of 80% of the Partnership’s pro rata share of the cost of the underlying assets acquired in connection with such Investments; except that a breach of this Section 4.2(c)(i) shall not be deemed to have occurred solely by reason of the existence or incurrence of Indebtedness at the underlying asset level if the General Partner does not possess the power to control the decision to assume or incur Indebtedness at such level and if the General Partner has used all commercially reasonable efforts to repay, retire or otherwise reduce any other Indebtedness for such Investments in order to comply with the foregoing 80% restriction; provided , further , that no such 80% limitation shall be applicable during the 6 month period after the Closing date; and, provided , further , that, notwithstanding the immediately foregoing provisos, the General Partner will use its good faith effort to cause the Partnership’s pro rata share of Indebtedness of all Investment entities for the last six months of each year, beginning with the year commencing on January 1, 2008, not to exceed the average for such months of 75% of the lower of (i) the Partnership’s pro rata share of the cost of the underlying assets acquired in connection with such Investments and (ii) the fair market value of such underlying asset. For the avoidance of doubt, neither (a) Indebtedness extended by the Partnership to any Portfolio Company nor (b) any Indebtedness related to CDO transactions shall be treated as Indebtedness for the foregoing purposes, and until the year beginning with the year commencing on the second anniversary of the Closing date, Indebtedness incurred pursuant to an Investor Note Facility shall not be treated as Indebtedness for the foregoing purposes. The General Partner shall give the Limited Partners prompt notice of any Indebtedness incurred by the Partnership which the General Partner intends to repay, if required, by a drawdown pursuant to Section 3.1(a)(iii), (iv), (v), (vi) or (vii), which notice shall include the General Partner’s estimate of the amount of the Partnership’s potential liability thereunder and the final maturity thereof.

(ii) In connection with any borrowings by the Partnership which are to be secured (directly or indirectly) by the obligation of the Partners to make Capital Contributions to the Partnership (an “ Investor Note Facility ”), the General Partner shall be authorized to pledge, hypothecate, mortgage, assign, transfer or grant security interests in or other liens on (i) the General Partner’s Interests and in its obligations to make Capital Contributions to the Partnership, (ii) the rights of the General Partner to call capital on behalf of the Partnership under this Agreement subject to the terms and conditions of this Agreement, and provided , that a Limited Partner shall not be obligated to fund a Capital Contribution in the event the Limited Partner is not required to fund under the express terms of this Agreement, and (iii) any other assets, rights or remedies of the Partnership or of the General Partner hereunder, including without limitation, the right to issue Payment Notices and to exercise remedies upon a default by a Limited Partner in the payment of its Capital Contributions and the right to receive Capital Contributions and other payments. To the extent that the Partnership has outstanding obligations under an Investor Note Facility and the lender requires a capital call in respect of the Investor Note Facility, each Limited Partner shall be obligated to fund into the bank account of the Partnership any remaining portion of its Unpaid Capital Commitment in accordance with the provisions of this Agreement that is called for purposes of repaying such Investor Note Facility without defense, counterclaim or offset of any kind, including any defense arising under Section 365(c) of the U.S. Bankruptcy Code, provided , that such agreement to fund shall not act as a waiver by such Limited Partner of its right to assert independently any claim that the Limited Partner may have against any other Partner or the Partnership. In the event that, as a result of any such transfer or grant of a security interest, a Limited Partner makes a payment in response

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to a Payment Notice issued by a lender in respect of the Investor Note Facility, such payment shall be deemed to be a Capital Contribution of such Limited Partner to the Partnership. In connection with a lender exercising its right to require a capital call in respect of the Investor Note Facility, it is agreed that such capital call shall be deemed to satisfy any requirement that it be made pro rata among Limited Partners if the respective amounts called are in accordance with the percentages to be used for such purpose as most recently furnished by the Partnership to the lender.

(iii) Notwithstanding anything herein to the contrary, the General Partner shall have the right to agree with one or more lenders (i) to subordinate payments to the Limited Partners hereunder to payments required under any Indebtedness and (ii) that, during the term of any Indebtedness, the Partnership will not initiate bankruptcy, insolvency, liquidation, reorganization, dissolution proceedings or any analogous proceedings without the consent of the lenders.

4.3 Limitation on Liability . (a) The General Partner shall be subject to all of the liabilities of a general partner under applicable law; provided , that, to the fullest extent permitted by law, none of the General Partner and its Affiliates, nor their respective partners, officers, members, shareholders, directors and employees and any other person who serves at the request of the General Partner on behalf of the Partnership as an officer, director, partner, employee or agent of any other entity (each, an “Indemnified Party” ), shall be liable to the Partnership or to any Limited Partner for (i) any act performed or omission taken or suffered by such Indemnified Party in connection with the conduct of the affairs of the Partnership or otherwise in connection with this Agreement or the matters contemplated herein, unless such act or omission resulted from fraud, willful misconduct, gross negligence, bad faith or an intentional and material breach of this Agreement or violation of applicable U.S. federal securities laws by such Indemnified Party or (ii) any losses due to the negligence, dishonesty or bad faith of any broker or other agent of the Partnership unless such Indemnified Party was responsible for the selection or monitoring of such broker or agent and acted in such capacity with gross negligence, in each case if such Indemnified Party acted in good faith and, as to matters on behalf of the Partnership, in a manner reasonably believed to be in, and as to other matters, in a manner reasonably believed to be not opposed to, the best interests of the Partnership.

(b) To the fullest extent permitted by law, to the extent that, at law or in equity or otherwise, the General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to another Partner, the General Partner acting pursuant to the provisions of this Agreement shall not be liable to the Partnership or to any such other Partner for any action taken in good faith in reliance on the provisions of this Agreement. To the fullest extent permitted by law, the provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the General Partner otherwise existing at law or in equity or otherwise, are agreed by the Partners to modify to that extent such other duties and liabilities of the General Partner.

(c) The General Partner may, in its discretion, cause the Partnership to purchase, at the Partnership’s expense, insurance to insure the General Partner or any other Indemnified Party against liability for any breach of their fiduciary responsibilities.

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(d) The General Partner hereby undertakes that it shall at all times duly and punctually pay and discharge its separate and private debts and engagements which arise outside of the scope of this Agreement whether present or future and keep the Partnership’s assets and the Limited Partners and their personal representatives, estates and effects indemnified therefrom and from all liabilities, actions, proceedings, costs, claims and demands in respect thereof.

(e) Subject to Section 11.12(b), the General Partner shall at all times act in good faith and in the best interests of the Limited Partners and the Partnership and, in managing the affairs of the Partnership and in its dealings with the Limited Partners, shall be subject to: (a) a duty of loyalty, which requires the General Partner to carry out its responsibilities with loyalty, honesty, good faith and fairness toward the Partnership and the Limited Partners (it be