E xhibit 10.26
Execution Copy

CAPMARK STRUCTURED REAL ESTATE FUND INCENTIVE VEHICLE, L.P.

LIMITED PARTNERSHIP AGREEMENT

THE PARTNERSHIP INTERESTS ISSUED PURSUANT TO THIS LIMITED PARTNERSHIP AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.   SUCH PARTNERSHIP INTERESTS ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT.

Capmark Structured Real Estate Fund Incentive Vehicle, L.P.

Limited Partnership Agreement

Table of Contents

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Capmark Structured Real Estate Fund Incentive Vehicle, L.P.

Limited Partnership Agreement

1.                                       Recitals and Definitions

1.1           Recitals .  This Limited Partnership Agreement (this “Agreement”) has been entered into as of December 1, 2006 (the “Effective Date”) by and among Capmark Carried Interest, L.L.C. , a Delaware limited liability company, as the sole general partner (the “General Partner”), and the persons listed from time to time in Schedule A of this Agreement as Class A Limited Partners (the “Class A Limited Partners”) and Class B Limited Partners (the “Class B Limited Partners” which, together with the Class A Limited Partners, are collectively referred to as the “Limited Partners”).

The Class A Limited Partners are the limited partners that are required to make capital contributions to the Partnership in accordance with the terms hereof.

The Class B Limited Partners are the limited partners that will be entitled to the Carried Interest Revenue in accordance with the terms hereof.

1.2           Definitions .  Capitalized terms used in this Agreement shall have the meanings set forth or referred to below.

“Act” shall have the meaning set forth in Section 2.1.

“Adjusted Capital Account” means, with respect to any Partner, such Partner’s Capital Account balance as increased by such Partner’s obligation to restore a deficit in its Capital Account, including any deemed obligation pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), and decreased by the amounts described in Treasury Regulations Section 1.704-1(b)(2)(ii)( d )( 4 ), ( 5 ), or ( 6 ).  The foregoing definition of Adjusted Capital Account and the provisions of Sections 5.4(a) and 5.4(e) are intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)( d ) and shall be interpreted and applied consistently therewith.

“Affiliate” of any Person means any Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Person specified.  For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power, alone or together with others, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” shall have the meaning set forth in Section 1.1.

“Assign” or “Assignment” means any direct or indirect sale, transfer, assignment, hypothecation, pledge or other disposition or encumbrance of all or any part of a Partner’s interest in the Partnership.

“Business Day” means any day on which commercial banks located in the City of New York are open for business, other than a Saturday, Sunday or other day on which they are permitted to be closed for a federal or state declared holiday.

“Capital Account” shall have the meaning set forth in Section 5.2.

“Capital Call” shall have the meaning set forth on Section 4.1.

“Capital Commitment Percentage” means, for each Class A Limited Partner, the ratio that the Capital Commitment of such Class A Limited Partner bears to the aggregate Capital Commitments of all Class A Limited Partners, as set forth on Schedule A on the page applicable to such Class A Limited Partner, subject to modification as set forth herein.

“Capital Commitment” means, for each Class A Limited Partner, the aggregate contribution which such Class A Limited Partner has agreed to make to the Partnership, whether or not contributed, which is shown on Schedule A on the page applicable to such Class A limited Partner, subject to modification as set forth herein.

“Capital Contribution” means, as to each Class A Limited Partner, the amount of its Capital Commitment actually contributed in cash or deemed to have been contributed under the terms of this Agreement to the Partnership by such Class A Limited Partner as of the time the determination is made.

“Carried Interest Distributions” means any distributions which are paid to the Class B Limited Partners pursuant to this Agreement.

“Carried Interest Percentage” means, for each Class B Limited Partner, the percentage set forth on Schedule A on the page applicable to such Class B Limited Partner, subject to modification as set forth herein.

“Carried Interest Revenue” means the Incentive Distributions and Special Tax Distributions received by the Fund GP from the Fund and distributed by the Fund GP to the Partnership pursuant to the Fund GP Agreement, which shall be 100% of the Incentive Distributions and Special Tax Distributions received by the Fund GP.  Carried Interest Revenue shall also include all additional revenue attributable to Carried Interest Revenue such as earnings on any escrow of Carried Interest Revenue set aside pursuant to Section 5.1(a)(i) .

“Cause” shall exist if the Capmark Financial Group Inc. or its Affiliates reasonably determine that any one or more of the following events has occurred while the Partner has been employed by the Capmark Financial Group Inc. or one of its affiliates: (i) the Partner’s willful and continued failure (except where due to a physical or mental incapacity) to substantially perform his material duties with respect to the Capmark Financial Group Inc. or one of its affiliates which continues beyond ten (10) days after a written demand for substantial performance is delivered to the Partner by Capmark Financial Group Inc. or one of its affiliates  (such ten-day period, the “Cure Period”); (ii) any gross misconduct of the Partner that causes material and demonstrable injury, monetarily or otherwise, to Capmark Financial Group Inc. or any of its affiliates or any conduct that causes the Fund GP to be removed for “cause” as defined

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in the Fund GP Agreement; (iii) conviction of, or plea of guilty or nolo contendere to, the commission of (x) a felony by the Partner or (y) any misdemeanor involving theft, fraud, misappropriation or moral turpitude (other than in connection with any traffic violations); (iv) the Partner’s disqualification or bar by any governmental or self-regulatory authority from serving in his position with the applicable Capmark Financial Group Inc. Affiliate or Capmark Financial Group Inc.’s (including any of its Affiliates) loss of any governmental or self-regulatory license that is reasonably necessary for the Partner to perform his material duties with respect to the Capmark Financial Group Inc. or any of its Affiliates in any such case, as a result of misconduct by the Partner; (v) the Partner’s willful obstruction of, or willful failure to cooperate with (except where due to a physical or mental incapacity), any investigation authorized by Capmark Financial Group Inc. or any of its Affiliates; provided that exercise by the Partner of his constitutional rights under the Fifth Amendment of the United States Constitution in the event of any criminal investigation of the Partner shall not be treated as obstruction of or failure to cooperate with any such investigation; (vi) the Partner’s material breach, if any, of Capmark Financial Group Inc.’s or any of its Affiliates’ written code of conduct and business ethics, which breach is customarily punishable by termination of employment by Capmark Financial Group Inc. or any of its Affiliates; or (vii) a material breach or a default by Partner of this Agreement or any documents or agreements entered into or delivered in connection with the Fund.

“Cessation Event” shall have the meaning set forth in Section 6.1(a).

“Class A Capital Contribution Revenue” means all distributions that (a) are received by the Fund GP from the Fund with respect to the Fund GP’s capital commitments or capital contributions made to the Fund, and (b) are distributed by the Fund GP to the Partnership pursuant to the Fund GP Agreement.

“Change in Control” shall have the meaning set forth in the Stockholder’s Agreement.

“Class A Limited Partners” has the meaning set forth in Section 1.1.

“Class B Limited Partners” has the meaning set forth in Section 1.1.

“Code” shall mean the United States Internal Revenue Code of 1986, as from time to time amended, and any successor thereto.

“Company Controlled Limited Partner” means Capmark Structured Fund Carried Interest LP, a Delaware limited partnership.

“Confidential Information” shall have the meaning set forth in Section 9.5(a).

“Credit Facility” shall have the meaning set forth in Section 4.5.

“Defaulting Limited Partner” shall have the meaning set forth in Section 4.6(a).

“Disabled Limited Partner” has the meaning set forth in Section 7.3.

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“Distributable Proceeds” means all cash of the Partnership derived directly or indirectly from the Fund or in connection with the Fund’s operations, Investments (as defined in the Fund Agreement), refinancings or other sources, which the General Partner determines is available for distribution to the Partners pursuant to and in accordance with this Agreement.

“Effective Date” has the meaning set forth in Section 1.1.

“Employee Limited Partners” mean the Limited Partners other than the Company Controlled Limited Partner.

“Equity Interest” with respect to any Partner shall mean the entire right, title and interest of such Partner in the Partnership and any appurtenant rights, including, without limitation, any right or obligation to contribute capital to the Partnership.

“Estimated Value Capital Account” means, with respect to any Partner, the amount such Partner would receive in a hypothetical liquidation of the Partnership, the Fund GP and the Fund following a hypothetical sale of all of the assets of the Fund (and any assets of the Fund GP and the Partnership, other than their direct or indirect interests in the Fund) at prices equal to their most recent Fair Market Value (subject to adjustment by the General Partner, in its sole and absolute discretion, for significant events occurring subsequent to such valuations), and the distribution of the proceeds thereof to the partners of the Fund, the Fund GP and the Partners pursuant to the Fund Agreement, the Fund GP Agreement and this Agreement, respectively (after the hypothetical payment of all actual Fund, Fund GP and Partnership indebtedness, assumed closing costs (as estimated by the General Partner) and any other liabilities related to the Fund’s, the Fund GP’s and the Partnership’s assets, limited, in the case of nonrecourse liabilities, to the collateral securing or otherwise available to satisfy such liabilities).

“Fair Market Value” means the marked-to-market value of the investments in the Fund (on a fair value basis) as determined by Capmark Investments LP in accordance with the Fund documents and Capmark Investments LP’s valuation policy.

“Final Closing Date” has the meaning set forth in the Fund Agreement.

“Fiscal Year” shall have the meaning set forth in Section 12.4.

“Former Partner” shall have the meaning set forth in Section 6.1(a)(i)

“Fund Agreement” means the Limited Partnership Agreement of the Fund, as amended, restated, supplemented or otherwise modified from time to time.

“Fund GP Agreement” means the Limited Partnership Agreement of Fund GP, as amended, restated, supplemented or otherwise modified from time to time.

“Fund GP” means Capmark Structured GP, L.P., a Delaware limited partnership.

“Fund” means Capmark Structured Real Estate Partners, L.P., a Delaware limited partnership.

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“General Partner” means Capmark Carried Interest, L.L.C., a Delaware limited liability company, or any Person substituted for or who succeeds Capmark Carried Interest, L.L.C. as such General Partner pursuant to this Agreement.

“Good Reason” has the meaning set forth in the Stockholder’s Agreement.

“Incentive Distributions” has the meaning set forth in the Fund Agreement.

“Indemnified Party” shall have the meaning set forth in Section 3.4.

“Investment” shall have the meaning set forth in the Fund Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.

“Investment Manager” shall mean Capmark Investments LP.

“Investment Period” has the meaning set forth in the Fund Agreement.

“Investment Team Members”  shall have the meaning set forth in Section 2.3(a) hereof.

“Limited Partners” shall have the meaning set forth in Section 1.1.

“Liquidating Agent” shall have the meaning set forth in Section 11.1.

“Management Fees” shall have the meaning set forth in the Fund Agreement.

“Non-Affiliated Carried Interest Revenue” shall have the meaning set forth in Section 2.3(a) hereof.

“Non-Affiliated Fund Partners” means those limited partners of the Fund who are not Affiliates of Capmark Financial Group Inc. (without limiting the foregoing, Affiliates of Capmark Financial Group Inc. shall include Capmark Finance Inc., a California corporation, its subsidiaries and officers and employees of Capmark Finance Inc., a California corporation, the Investment Manager and their Affiliates) (which defined terms shall have the meaning set forth in the Fund Agreement).

“Non-Defaulting Partner” means any Partner that is not a Defaulting Partner.

“Organization Expenses” shall have the meaning set forth in the Fund Agreement.

“Partner Nonrecourse Debt” shall have the meaning set forth in Section 5.4(d).

“Partner Nonrecourse Debt Minimum Gain” shall have the meaning set forth in Section 5.4(d).

“Partners” shall mean the General Partner and the Limited Partners.

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“Partnership” shall mean Capmark Structured Real Estate Fund Incentive Vehicle, L.P., a Delaware limited partnership.

“Partnership Expenses” shall have the meaning set forth in the Fund Agreement.

“Partnership Minimum Gain” shall have the meaning set forth in Section 5.4(c).

“Permitted Purpose” shall have the meaning set forth in Section 9.5(b).

“Person” shall mean a corporation, association, retirement system, international organization, joint venture, partnership, limited liability company, trust or individual.

“Pledged Interest” shall have the meaning in Section 7.8.

“Portfolio Investment” shall have the meaning set forth in the Fund Agreement.

“Predecessor In Interest,” as to the Equity Interest of any Partner, shall mean any Partner which was the prior holder of all or any portion of such Equity Interest.

“President” shall mean the President, Capmark Investments, LP who shall initially be Brian DiDonato.

“Reference Employee” means a Person that is an employee of Capmark Financial Group Inc., the Partnership, the Fund, the Fund GP, the General Partner or one of their Affiliates and that either (i) is a Limited Partner or (ii) was a Limited Partner, and, in the case of either (i) or (ii) has assigned all or part of his or her rights, benefits and obligations as a Limited Partner to a family trust or other tax or estate planning vehicle in accordance with Sections 7 and 8 hereof.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Stockholder’s Agreement” shall mean that certain Management Stockholder’s Agreement between GMAC Commercial Holding Corp., a Nevada corporation, and such person listed as undersigned to such agreement.

“Subscription Agreement” means the form of subscription agreement used by the Partnership pursuant to which Class A Limited Partners shall subscribe in exchange for interests in the Partnership and shall make Capital Commitments proposed by the Partnership or the Fund to be secured by the Class A Partners’ Capital Commitments.

“Treasury Regulations” mean the regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Uncontributed Capital Commitment” means (a) any portion of an Class A Limited Partner’s Capital Commitment that has not been contributed to the Partnership plus (b) any portion of an Class A Limited Partner’s Capital Commitment that has been contributed to the

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Partnership and has been subsequently returned to such Class A Limited Partner and may be recalled pursuant to Section 4.6.

2.                                       Formation of Limited Partnership

2.1           Organization .  The Partnership has been formed by the filing of the certificate of limited partnership (as it may be amended or restated from time to time, the “Certificate”) for the Partnership required under the Delaware Revised Uniform Limited Partnership Act (as in effect from time to time, the “Act”), with the Delaware Secretary of State pursuant to the Act.  Without the consent or approval of any Limited Partner, the Certificate may be restated by the General Partner as provided in the Act or amended by the General Partner to change the address of the office of the Partnership in Delaware or the name and address of its resident agent in Delaware or to make corrections required by the Act.  The General Partner shall deliver a copy of the Certificate and any amendment thereto to any Limited Partner who so requests.

2.2           Partnership Name .  The name of the Partnership shall be “Capmark Structured Real Estate Fund Incentive Vehicle, L.P.”  The business of the Partnership may be conducted, upon compliance with all applicable laws, under the Partnership name or any other name or names designated by the General Partner.  The General Partner in its sole discretion may change the name of the Partnership.  The General Partner shall execute, file, record and publish as appropriate any such amendments to the Certificate of Limited Partnership and other documents in connection therewith as are or become necessary or advisable as determined by the General Partner in its sole discretion.  The General Partner shall promptly notify the Limited Partners of any such change in the name of the Partnership.

2.3           Purposes and Business .

(a)           The purpose and principal business activity of the Partnership is to serve as a limited partner of Fund GP and to serve as the vehicle through which the Fund GP’s Carried Interest Revenue will be shared with the Company Controlled Limited Partner and certain individuals providing services to or on behalf of the Fund and the Fund GP.  The Carried Interest Percentages initially allocated to the members of the Investment Manager’s portfolio team (the “Investment Team Members”) and those Carried Interest Percentages which the General Partner will cause the Company Controlled Limited Partner to transfer to Investment Team Members will initially aggregate twenty-five (25%) of the Carried Interest Revenue attributable to Non-Affiliated Fund Partners (“Non-Affiliated Carried Interest Revenue”).  The General Partner will cause the Company Controlled Limited Partner to transfer Carried Interest Percentages representing an additional (i) ten percent (10%) of the Non-Affiliated Carried Interest Revenue to Investment Team Members during the Investment Period (as defined in the Fund Agreement) and (ii) a minimum of five percent (5%) up to a maximum of fifteen percent (15%) (such percentage to be determined in accordance with Section 7.1(c) of the Non-Affiliated Carried Interest Revenue to Investment Team Members and/or others employees of Capmark Financial (as defined in the Fund

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Agreement) and its Affiliates who the General Partner determines have added value to the Fund.  Notwithstanding anything to the contrary herein, once the initial allocations have been transferred by the Company Controlled Limited Partner in accordance with Section 7.1(c) and if any Class B Limited Partner forfeits or otherwise transfers such Carried Interest percentage to the Company Controlled Limited Partner, regardless of the reason, neither the General Partner nor the Company Controlled Limited Partner shall be under any obligation to reissue or reallocate such Carried Interest Percentages to achieve the percentage allocations noted above.

(b)           The Partnership shall make and perform all contracts and engage in all activities and transactions necessary or advisable in connection therewith, subject to and in accordance with the Fund Agreement and the Fund GP Agreement.  In addition, the Partnership shall have the authority to and may exercise all of the powers that can be conferred upon and exercised by a limited partnership formed pursuant to the Act, including, without limitation, the authority to borrow money and incur debt.

2.4           Principal Business Office; Registered Office and Registered Agent .  The principal business office of the Partnership shall be located at c/o Capmark Carried Interest, L.L.C., 200 Witmer Road, Horsham, PA 19044.  The principal business office of the Partnership may be changed from time to time by the General Partner.  The General Partner shall notify the Limited Partners of any change in such principal business office.  The registered office of the Partnership in the State of Delaware shall be c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.  The agent for service of process on the Partnership pursuant to the Act shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.  The registered agent and registered office of the Partnership may be changed by the General Partner from time to time.  The General Partner shall promptly notify the Limited Partners of any such change.

2.5           Qualification in Other Jurisdictions .  The General Partner may cause the Partnership to be qualified or registered under applicable laws in such states as the General Partner determines appropriate to avoid any material adverse effect on the business of the Partnership and shall be authorized to execute, deliver and file any certificates and documents necessary to effect such qualification or registration, including, without limitation, the appointment of agents for service of process in such jurisdictions.

2.6           Powers .  Subject to all of the provisions of this Agreement, the Partnership shall have the power to do any and all acts necessary, appropriate, advisable, incidental or convenient to or in furtherance of the purposes and business described herein, and shall have and may exercise all of the powers and rights that can be conferred upon limited partnerships formed pursuant to the Act.

2.7           Application of the Act .  Except as expressly provided in this Agreement, the rights and liabilities of the Partners shall be as provided in the Act.  In the event of any inconsistency between any terms and conditions contained in this Agreement and any non-mandatory provisions of the Act, the terms of this Agreement shall govern.

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3.                                       Management of the Partnership

3.1           General Authority .  The management and operation of the Partnership and its business and affairs shall be, and hereby are, vested solely in the General Partner.  The General Partner shall have full, complete and exclusive control of the management and conduct of the business of the Partnership and the authority to do all things necessary or appropriate to carry out the purposes, business and powers of the Partnership as described herein, with full discretion and without any further act, vote or approval of any Limited Partner (except as specifically provided in this Agreement).  Except as expressly limited in this Agreement, the General Partner shall possess and enjoy with respect to the Partnership all of the rights and powers of a partner of a partnership without limited partners to the extent permitted by Delaware law.  Except as otherwise set forth herein, the Partnership hereby irrevocably delegates to the General Partner, without limitation, the power and authority to act on behalf of and in the name of the Partnership, without obtaining the consent of or consulting with any other Person to take any and all actions on behalf of the Partnership set forth in this Agreement.  The General Partner, to the extent of its powers set forth herein, is an agent of the Partnership for the purpose of the Partnership’s business and the actions of the General Partner taken in accordance with such powers shall bind the Partnership.

3.2           Reliance by Third Parties .  Any contract, instrument or act of the General Partner on behalf of the Partnership shall be conclusive evidence in favor of any third party dealing with the Partnership that the General Partner has the authority, power, and right to execute and deliver such contract or instrument and to take such action on behalf of the Partnership.  This Section 3.2 shall not be deemed to limit the liabilities and obligations of the General Partner as set forth in this Agreement.

3.3           Partnership Classification .  The General Partner shall use its best efforts to cause the Partnership to be treated for federal income tax purposes as a partnership and not as an association or publicly traded partnership taxable as a corporation.  The Partnership shall not elect to be treated other than as a partnership for federal income tax purposes.

3.4           Exculpation .  Neither the General Partner nor its Affiliates nor any of their respective principals, heirs, executors, administrators, partners, members, stockholders, employees, employers, officers, directors, managers, agents, advisors, successors or assigns (each an “Indemnified Party”) shall have any liability to the Partnership or any Partner for any loss suffered by the Partnership or any Partner which arises out of any action or inaction of an Indemnified Party, unless such action or inaction (a) is undertaken or omitted in connection with providing services to the Partnership or the performance of the General Partner’s duties under this Agreement and (b) is finally adjudicated by a court of competent jurisdiction to constitute fraud, gross negligence or willful misconduct of such Indemnified Party.  Notwithstanding anything to the contrary in this Agreement, to the extent that, at law or in equity, a Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership, any Partner or any other Person, such Partner acting under this Agreement shall not be liable to the Partnership, any Partner or any other Person for breach of fiduciary duty for its good faith reliance on the provisions of this Agreement, and the provisions of this Agreement, to the extent that they explicitly restrict or eliminate the duties (including fiduciary duties) and liability of a

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Partner otherwise existing at law or in equity, are agreed by each Partner to replace such other duties and liabilities of such Partner.  In addition, an Indemnified Party shall not be liable to the Partnership, any Partner or any other Person for its good faith reliance on the advice of any counsel, accountant or other advisor retained by the Partnership.

3.5           Indemnification .

(a)           Subject to the limitations contained in this Section 3.5, the Partnership shall indemnify each Indemnified Party against all losses, liabilities, damages and expenses incurred by such Indemnified Party as a result of any actions or omissions taken or omitted in connection with providing services to the Partnership or the performance of the General Partner’s duties under this Agreement or by reason of any action or omission taken or omitted on behalf of the Partnership.  Such indemnity shall cover, without implied limitation, judgments, settlements, fines, penalties and counsel fees incurred in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before or threatened to be brought before any court or administrative body, in which an Indemnified Party may be or may have been involved as a party or otherwise, or with which it may have been threatened, by reason of being or having been an Indemnified Party, or by reason of any act or omission on behalf of the Partnership or otherwise taken or omitted in connection with providing services to the Partnership or the performance of the General Partner’s duties under this Agreement; provided, however, that an Indemnified Party shall not be entitled to indemnification pursuant to this Section 3.5 with respect to any matter as to which such Indemnified Party shall have been finally adjudicated by a court of competent jurisdiction in any such action, suit or other proceeding to have committed an act or omission that (i) was undertaken or omitted in connection with providing services to the Partnership or the performance of the General Partner’s duties under this Agreement and (ii) constituted fraud , gross negligence or willful misconduct.  The right of indemnification provided hereby shall not be exclusive of, and shall not affect, any other rights to which any Indemnified Party may be entitled and nothing contained in this Section 3.5 shall limit any lawful rights to indemnification existing independently of this Section 3.5.

(b)           In the event that for any reason the indemnification called for by this Section 3.5 is unavailable or insufficient to hold harmless an Indemnified Party in accordance with the terms hereof (other than as a result of a failure to satisfy the conditions to such indemnification as set forth in Section 3.5(a)), then the Partnership shall contribute to the amount paid or payable by such Indemnified Party (which contribution may equal up to 100% of such amount) as a result of any losses, judgments, liabilities, fines, penalties, expenses and amounts paid in settlement referred to in Section 3.5(a) such that the Indemnified Party would be in the same financial position it would have been in if the indemnification called for by this Section 3.5 were available and sufficient.

3.6           Payment of Indemnification Expenses .  Prior to the final disposition of any claim or proceeding with respect to which any Indemnified Party may be entitled to indemnification hereunder, in the General Partner’s sole and absolute discretion the Partnership

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may pay to the Indemnified Party, in advance of such final disposition, an amount equal to all expenses of such Indemnified Party reasonably incurred in the defense of such claim or proceeding so long as the Partnership has received a written undertaking of such Indemnified Party to repay to the Partnership the amount so advanced if it shall be finally determined that such Indemnified Party was not entitled to indemnification hereunder.

3.7           Insurance .  The General Partner, in its sole and absolute discretion, may cause the Partnership to purchase and maintain insurance on behalf of any Indemnified Party against any liability or cost incurred by such Indemnified Party in any such capacity or arising out of its status as such, whether or not the Partnership would have the power to indemnify against such liability or cost.

3.8           Indemnification Agreements .  The General Partner, in its sole and absolute discretion, may cause the Partnership to enter into agreements with any Indemnified Party setting forth procedures consistent with applicable law for implementing the indemnities provided in this Article 3.

4.                                       Capital Contributions and Defaulting Partners

4.1           Capital Calls .  Each Class A Limited Partner agrees to pay to the Partnership an aggregate amount in cash equal to its Capital Commitment set forth opposite such Class A Limited Partner’s name on Schedule A on the page applicable to such Class A Limited Partner, subject to modification as set forth herein.  All or any portion of each Class A Limited Partner’s Capital Commitment shall be payable upon not less than nine (9) Business Days’ prior written notice (a “Capital Call”) from the General Partner in accordance with Section 4.2(a) below.  Each Class A Limited Partner shall be required to contribute such Partner’s Capital Commitment Percentage of the Capital Call on the due date specified in the Capital Call.  All Capital Contributions from Class A Limited Partners, as applicable, shall be contributed to the Fund GP promptly upon receipt by the Partnership in accordance with the Fund GP Agreement.  Except as otherwise provided below in this Section 4.1, no Capital Calls may be made after Investment Period.  Capital Calls may be made to the extent permitted or required under the Fund GP Agreement.  No Partner shall have any right to make any Capital Contribution that has not been called by the General Partner pursuant to this Section 4.1.  The General Partner shall not have any Capital Commitment in its capacity as General Partner, but the General Partner shall make such contributions as may be needed to timely pay Partnership expenses in accordance with Section 14.2.  Notwithstanding anything to the contrary in this Agreement, in no event shall any Class A Limited Partner be required to make Capital Contributions to the Partnership in respect of its Capital Commitment in excess of its Capital Commitment.

4.2           Reinvestment of Proceeds; Recall of Distributed Capital .

(a)           Prior to December 1, 2010, the General Partner may recall from the Class A Limited Partners such Distributable Proceeds as contemplated below.

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(b)           The Distributable Proceeds from any Target Investment (as defined in the Fund Agreement) that may be reinvested may, at the discretion of the Fund GP, be distributed to the Class A Limited Partners, subject to the right of the General Partner and the Fund GP to make a Capital Call prior to the fourth anniversary of the Final Closing Date (as defined in the Fund Agreement) with respect to such amounts previously distributed (the “Class A Returned Contributions”).  Any Capital Contribution made by a Class A Limited Partner pursuant to this Section 4.2(b) shall not reduce the outstanding unpaid balance of such Class A Limited Partner’s Capital Commitment.  The obligation to make Capital Contributions pursuant to this Section 4.2(b) shall not increase the Capital Commitment of any Class A Limited Partner.

4.3           Procedure for Capital Calls .  A Capital Call shall be in the form of a written notice to all Class A Limited Partners specifying the general purpose of such Capital Call and an aggregate dollar amount and a date on which payment shall be due, which date shall be no less than nine (9) Business Days after the date of receipt of such notice.  Each Class A Limited Partner shall be required to contribute an amount equal to the product of its Capital Commitment Percentage multiplied by the aggregate amount of such Capital Call.  The General Partner may, subject to compliance with the above advance notice requirements, amend, delay or rescind Capital Calls at any time prior to the payment due date thereof.  The amendment, delay or rescission of a Capital Call shall not affect or abridge the right of the General Partner to make any subsequent Capital Call.

4.4           Interest .  No Class A Limited Partner shall be entitled to receive any interest on any Capital Contributions to the Partnership.

4.5           Fund Borrowings .  In the sole discretion of the Fund GP, the Fund may obtain a credit facility in order to finance the Portfolio Investments, and to pay Fund Expenses, Organizational Expenses or Management Fees as a short term bridge facility in advance of calling for capital contributions from the Fund’s limited partners (the “Credit Facility”).  The Fund may secure such Credit Facility by pledging assets of the Fund, including without limitation, an assignment of the Partnership’s capital commitment to the Fund which the Partnership will fund from the Capital Commitments, and each Class A Limited Partner shall, at the request of the General Partner, (a) confirm that except as otherwise provided in Section 5 of the Fund Agreement, such Class A Limited Partner’s obligation to make Capital Contributions is unconditional and that such Class A Limited Partner will honor calls for Capital Contributions by the lender or the General Partner in order to fund calls for capital contributions to the Fund made by the Lender, (b) if the lender shall so request, such Class A Limited Partner shall confirm to the lender the amount of such Class A Limited Partner’s Capital Commitment, and (c) execute such documents, security agreements, instruments, certificates and agreements and deliver such opinions with respect to the Class A Limited Partner as shall be required by the lender, provided , that lender’s recourse against a Class A Limited Partner with respect to such Fund borrowings shall be limited to such Class A Limited Partner’s respective Uncontributed Capital Commitment.  The Fund’s use of the proceeds of any borrowing obtained pursuant to this Section 4.5 shall comply with the terms of the Fund Agreements as if such proceeds constituted

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capital contributions by the Partnership to the Fund, but such use of proceeds shall not in any way reduce any Class A Limited Partner’s Capital Commitment.

4.6           Defaulting Partners .

(a)           Pledge of Partnership Interests to the Partnership .  Each Class A Limited Partner (including the General Partner to the extent it holds any Class A Limited Partner interests) hereby grants to the Partnership a security interest in its Equity Interest as a Class A Limited Partner to secure payment of its Capital Commitment.  Each Class A Limited Partner agrees to execute such further security agreements and such Uniform Commercial Code financing statements as the General Partner may reasonably request to more completely document and to perfect such security interest.  Except as provided above, no Class A Limited Partner shall pledge or grant a security interest in its Equity Interest without the prior approval of the General Partner, with such approval to be granted or withheld in the sole discretion of the General Partner.

(b)           Notice of Default and Interest .  If a Class A Limited Partner fails to pay any installment of its Capital Commitment when due, then a notice of default shall be given to such Class A Limited Partner (a “Defaulting Partner”) by or on behalf of the General Partner.  To the extent the installment is not received by the Partnership when due, then such amount shall bear interest payable to the Partnership at the lower of (i) the rate of eighteen percent (18%) per annum, compounded monthly, or (ii) the highest rate of interest permitted under applicable law, from and after the original due date of such installment until the earliest of (A) the payment of such installment, including any interest accruing under this Section 4.6(b), (B) the purchase of such Defaulting Partner’s Defaulted Interest under Section 4.6(c) or (C) the conclusion of foreclosure proceedings of the security interest granted under this Section 4.6. Any interest paid by a Defaulting Partner pursuant to this Section 4.6(b) shall not be treated as a Capital Contribution but shall be treated as Class A Capital Contribution Revenue of the Partnership.  A copy of any notice of default provided to a Defaulting Partner pursuant to this Section 4.6(b) shall be transmitted promptly to all other Class A Limited Partners.

(c)           Additional Remedies .  In addition to, and not in limitation of, the foregoing Section 4.6(a) and Section 4.6(b), upon five (5) Business Days’ written notice to any Partner that becomes a Defaulting Partner (and provided that such default has not been cured by the Defaulting Partner, together with the payment of interest in accordance with Section 4.6(b), within such five (5) Business Day period), the General Partner, in its sole discretion, must first offer the right to the Company Controlled Limited Partner to purchase all or any portion of the Equity Interest of the Defaulting Partner in the Partnership (a “Defaulted Interest”); provided that the Company Controlled Limited Partner is not a Defaulting Partner.  In the event that such Defaulted Interest is not purchased by the Company Controlled Limited Partner pursuant to this Section 4.6(c), then the General Partner may:

(i)            offer to all non-defaulting Class A Limited Partners the right to acquire, but not the obligation, (subject to the terms of this Agreement) on

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a pro rata basis in accordance with their Capital Commitment Percentage all or any portion of the Defaulted Interest, and (ii) in the event any non-defaulting Class A Limited Partners or the Company Controlled Limited Partner do not elect in writing within five (5) Business Days of such notice to acquire their entire pro rata portions of such Defaulted Interest pursuant to Section 4.6(c) and this Section 4.6(c)(i), respectively, offer to the non-defaulting Class A Limited Partners who have elected to acquire their full pro rata portions the opportunity for an additional three (3) Business Day period to acquire, on a pro rata basis with any other Class A Limited Partner who so elects, the remaining portion of the Defaulted Interest;

(ii)           in the event that the entire Defaulted Interest of the Defaulting Partner is not acquired by the Company Controlled Limited Partner or the Class A Limited Partners as provided in 4.6(c) or this Section 4.6(c)(ii), respectively and the foregoing clause (a), cause the Partnership to acquire all or a portion of the portion of such Defaulting Partner’s Defaulted Interest not so acquired; provided, however, that the aggregate amount of the Defaulting Partner’s Defaulted Interest purchased by the Class A Limited Partners pursuant to clause (a) and by the Partnership pursuant to this clause (b) must be equal to the entire Defaulted Interest of the Defaulting Partner, unless the remainder of such Defaulted Interest is acquired pursuant to clause (c) below; and/or

(iii)          in the event that the entire Defaulted Interest of the Defaulting Partner is not acquired by the Company Controlled Limited Partner or the Class A Limited Partners as provided in Section 4.6(c) or this Section 4.6(c)(iii) and pursuant to clause (a) above and/or by the Partnership pursuant to clause (b) above, designate one or more third parties, which parties may be Partners, to acquire (subject to the terms of Article 5 hereof) all, but not less than all, of the Defaulting Partner’s Defaulted Interest not so acquired by the Class A Limited Partners and/or the Partnership.

The General Partner shall not permit any party to acquire a Defaulting Partner’s Defaulted Interest if such acquisition would cause the assets of the Partnership to be deemed “plan assets” within the meaning of ERISA and the regulations thereunder.

(d)           Purchase of Defaulted Interest .  With respect to any acquisition made pursuant to Section 4.6(c) above, the aggregate consideration payable to the Defaulting Partner shall be a cash payment (or to the extent of a purchase by the Partnership, may be by an unsecured promissory note of the Partnership, at the election of the General Partner) in an amount equal to fifty percent (50%) of such Defaulting Partner’s Estimated Equity Interest Value; in all cases net of all costs and expenses incurred by the Partnership, the General Partner and all acquiring parties in connection with such default and the acquisition of such Defaulted Interest.  Each acquiring party shall be obligated, severally and not jointly, to pay its pro rata portion of such consideration based on the percentage of the Defaulting Partner’s Defaulted Interest acquired by such party.  In the event that the General Partner exercises its right to cause

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the Partnership to acquire all or a portion of a Defaulting Partner’s Defaulted Interest pursuant to Section 4.6(c)(ii), for purposes of determining each Class A Limited Partner’s liability for any resulting Capital Calls made in connection therewith, the Capital Commitment Percentage of the Class A Limited Partners shall be calculated assuming that the Partnership’s proposed purchase of all or a portion of the Defaulted Interest has been completed.  Any non-defaulting Class A Limited Partner that acquires all or a portion of a Defaulting Partner’s Defaulted Interest shall also assume the portion of the Defaulting Partner’s Capital Commitment corresponding to the acquired portion of the Defaulted Interest and shall pay to the Partnership, concurrently with the payment of the purchase price to the Defaulting Partner, an amount representing the portion of the Defaulting Partner’s Capital Call that is then due and unpaid that corresponds to the acquired portion of the Defaulted Interest.  Any interest that accrues under Section 4.6(c) with respect to a Defaulting Partner’s Defaulted Interest prior to the acquisition of such Defaulted Interest pursuant to Section 4.6(c), will remain an obligation of the Defaulting Partner and will not be assumed by any Person acquiring the Defaulted Interest.

(e)           Collection of Capital Commitment .  In addition to, and not in limitation of, any of the foregoing, upon termination of the five (5) Business Day period provided in Section 4.6(c), the General Partner, in its sole discretion, may commence proceedings to collect any due and unpaid installment of the Defaulting Partner’s Capital Commitment and any additional Capital Contribution, as applicable (plus interest in accordance with Section 4.6(c) and the expenses of collection, including court costs and attorneys’ fees and disbursements).

(f)            Additional Damages .  Any actions taken by the General Partner or the Partnership pursuant to this Section 4.6 shall be in addition to, and not in limitation of, any other rights or remedies that the Partnership or the General Partner may have against the Defaulting Partner, including the right to hold the Defaulting Partner responsible for any damages or liabilities (including attorneys’ fees and expenses) to which the Partnership or the General Partner may be subjected (in whole or in part) as a result of the default by the Defaulting Partner.

(g)           Cooperation in Sale .  Each Class A Limited Partner hereby agrees that, in the event that such Class A Limited Partner shall fail to pay when due any installment of its Capital Commitment required pursuant to Section 4.1, and the General Partner elects to pursue any remedy set forth in Section 4.6(c), such Class A Limited Partner shall sell, assign, transfer and convey to the Partnership, any designee of the General Partner or any and all Class A Limited Partners making the election contemplated by Section 4.6(c), its entire Equity Interest in the Partnership, in consideration of the amount specified in Section 4.6(d).  Upon consummation of such sale, assignment, transfer or conveyance, Schedule A to this Agreement will be appropriately modified by the General Partner and delivered to the Partners.

(h)           Voting By Defaulting Partner .  Notwithstanding anything to the contrary herein, so long as a Defaulting Partner remains a Defaulting Partner, such Partner shall not be entitled to exercise any voting rights otherwise granted to such

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