In lieu of a contribution to the Fund entirely in cash, the General Partner may elect to make "deemed" capital contributions for up to 80% of its Capital Commitment, which would reduce subsequent management fee payments due to the General Partner by corresponding amounts (each such amount being a "Fee Adjustmen

a deed and delivered it on the date set out at its head. 13 EFTA00616302 SCHEDULE 1 The Initial Members 1 2 3 4 Name Address Capital (E) Capital Commitment (E) JMVVT US do Corporation Service 10 41,205 Company. 2711 Centerville Road, Suite 400. Wilmington, New Castle County. DE 19808, USA PLB.

h respect to a particular amendment to this Agreement or other action that requires the consent or approval of the Members, Members whose aggregate Capital Commitment at such time exceeds 50% of the aggregate Capital Commitment of all Members (in each case not counting for purposes of this calculation any Defaulti

all exists between (x) the amount of the proceeds from any such sale and (y) an amount equal to the difference between (A) such Defaulting Member's Capital Commitment and (B) such Defaulting Member's Adjusted Capital Contribution, the Defaulting Member shall remain liable for such shortfall; (iv) declare the De

rument signed by the Manager and Majority-in-Interest of the Members; provided that no amendment to this Agreement that would increase any Member's Capital Commitment, or reduce any Member's share of the Fund's distributions, income, gains or losses, shall be adopted without the prior written consent of such Membe

and demand that such Preferred Share Purchaser make one or more payments of funds to the Issuer (apart from funding Contributions in respect of its Capital Commitment) to achieve such re-allocation. Such re-allocation may, at the discretion of the Issuer (acting through the Portfolio Advisor), take the form of r

ction of certain conditions described herein. During the term of the Initial Facility, the Preferred Share Purchasers will be required to fund their Capital Commitment in capital contributions. During an 18 month ramp-up period (the "Ramp-Up Period"), subject to the availability of financing under the Initial Facil

ilar legislation or regulatory action. Further, any Transfer of Preferred Shares must include a transfer of the proportionate amount of any unfunded Capital Commitment pursuant to the PS Purchase Agreement. As a resutt, the Preferred Shares are subject to certain transfer restrictions and can only be Transferred t

SOF III - 1081 Southern Financial LLC Commitment, in which event such Limited Partner's required contribution in excess of its Capital Commitment will be capped at the amount of such Distributions and returned amounts. The Onshore Feeder Fund may recall and require each Limited Partner (incl

of the Limited Partners; provided that no such amendment shall impose upon any Limited Partner any obligation to make any payment beyond its total Capital Commitment or to accept any liability in respect thereof, except as provided in the Onshore Feeder LP Agreement or the Subscription Agreement. The foregoing

der Fund's proportionate share of any such amounts provided that in no event will a Limited Partner be required to fund an amount in excess of its Capital Commitment except to the extent such Limited Partner has received Distributions or other return amounts. See "Capital Calls." For the avoidance of doubt, the

bsequent Closing will, to the extent not covered by the second sentence of this paragraph, (i) fund (x) its share on a pro rata basis based on its Capital Commitment (as defined below) of Feeder Fund Expenses (excluding the Onshore Feeder Fund Management Fee and Investment Fund Expenses (each as defined below))

SOF III - 1081 Southern Financial LLC Commitment, in which event such Limited Partner's required contribution in excess of its Capital Commitment will be capped at the amount of such Distributions and returned amounts. The Onshore Feeder Fund may recall and require each Limited Partner (incl

" in full to the appropriate Placement Agent in connection with its subscription. The Placement Fee will equal up to 2.5% of the Limited Partner's Capital Commitment, as determined by the applicable Placement Agent, will be payable by the Limited Partner either directly or indirectly (via payment to the Feeder F

of the Limited Partners; provided that no such amendment shall impose upon any Limited Partner any obligation to make any payment beyond its total Capital Commitment or to accept any liability in respect thereof, except as provided in the Onshore Feeder LP Agreement or the Subscription Agreement. The foregoing

der Fund's proportionate share of any such amounts provided that in no event will a Limited Partner be required to fund an amount in excess of its Capital Commitment except to the extent such Limited Partner has received Distributions or other return amounts. See "Capital Calls." For the avoidance of doubt, the

Management Fees in the Partnership Agreement. 10. Percentage Ownership Interest. As of the date of this letter agreement, the Investor has made a Capital Commitment to the Partnership in the sum of $20,000,000. II. Material Regulatory Burden: Excuse. 46093276_2 EFTA_R1_02161162 EFTA02717283 (a) The Invest