Common use of Contributions to Capital Clause in Contracts

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (d) To the extent, if any, that at the time of the Final Distribution, it is determined that the Partnership, as a general partner of each of the Funds, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow Account, to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record Schedule of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (d) To the extent, if any, that at the time of the Final Distribution, it is determined that the Partnership, as a an owner of any of the general partner partners of each any of the Funds, is required to make any Clawback Payment with respect to any of the such Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant such Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow Account, to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record Schedule of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (d) To the extent, if any, that at the time of the Final Distribution, it is determined that the Partnership, as a general partner of each of the Funds, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow Account, to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record Schedule of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (d) To the extent, if any, that at the time of the Final Distribution, it is determined that the Partnership, as a general partner of each of the Funds, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. Any such obligation shall first be satisfied by application of the Retained Amount and each Limited Partner shall be obligated to return amounts actually distributed to such Limited Partner only after his or her share of the Retained Amount has been exhausted. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow AccountAccount and each Limited Partner’s allocable share of the Retained Amount, to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application.

Contributions to Capital. (a) a. Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record Schedule of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) b. The Partnership has made a capital commitment to each Fund. APH shall will make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the FundsFund. (c) c. No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.13.1 or, in the case of a Diluted Limited Partner, as required by Section 4.1(e)(iii). No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (d) d. To the extent, if any, that at the time of the Final Distribution, it is determined that the Partnership, as a general partner or special limited partner of each of the FundsFund, is required to make any Clawback Payment with respect to any of the Fundsa Fund, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow Account, to the extent applied to satisfy any a portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership Partnership, except as may be agreed from time to time between such Partner and the General Partner (including in an Award Letter) and other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (db) To the extent, if any, that at the time of the Final DistributionDistribution (as defined in each of the Fund LP Agreements) or at any time prior thereto (whether pursuant to the provisions of the applicable Fund LP Agreement, upon the determination of the applicable Fund General Partner or otherwise), it is determined that the Partnership, as a general partner holder, directly or indirectly, of each of the Fundsequity interests in a Fund General Partner, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership Partnership, for ultimate distribution to the limited partners of the relevant Fund Fund, an amount equal to such Limited Partner’s Giveback/Clawback Share of any Clawback Payment, but not in any event event, together with any Partner Giveback Payments made by such Limited Partner with respect to such Fund, in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow AccountAccount (as defined in the Fund LP Agreements), to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d3.1(b) at the time of such application. (c) To the extent, if any, that it is determined that the Partnership, as a holder, directly or indirectly, of equity interests in a Fund General Partner, is required to make any Partner Giveback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership, for ultimate contribution to the relevant Fund, an amount equal to such Limited Partner’s Giveback/Clawback Share of any Partner Giveback Payment, but not in any event, together with any Clawback Payments made by such Limited Partner with respect to such Fund, in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. (d) For the avoidance of doubt, the aggregate Clawback Payments and Partner Giveback Payments required to be made by the Limited Partners hereunder with respect to any Fund shall not exceed the aggregate amount of distributions actually received by the Partnership from the applicable Fund General Partner that: (i) in the case of Clawback Payments, are attributable to Carried Interest Revenues; and (ii) in the case of Partner Giveback Payments, are attributable to Carried Interest Revenues and any other distributions that the Partnership receives from such Fund General Partner.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record Schedule of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (d) To the extent, if any, that at the time of the Final DistributionDistribution (as defined in each of the Fund LP Agreements), it is determined that the Partnership, as a general partner of each of the Funds, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow AccountAccount (as defined in the Fund LP Agreements), to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required The minimum initial contribution of a Limited each Partner to the capital of the Partnership shall be such amount as set forth in the Record of Individual General Partners, in their discretion, may determine from time to time, but in no event shall be less than $150,000. The amount of the initial contribution of each Partner shall be recorded on the books and (ii) any such records of the Partnership upon acceptance as a contribution to the capital of the Partnership. Individual General Partners shall not be entitled to make voluntary contributions of capital to the Partnership as general partners of the Partnership, but may make voluntary contributions to the capital of the Partnership shall be made as limited partners. The Adviser may make voluntary contributions to the capital of the date of admission of such Limited Partner Partnership as a limited partner partner. (b) The Limited Partners and the Adviser, as a Limited Partner, may make additional contributions to the capital of the Partnership and of at least $25,000, effective as of each such other date times as the Individual General Partners in their discretion may permit, subject to Section 2.7 hereof, but no Limited Partner shall be specified by obligated to make any additional contribution to the General Partner. capital of the Partnership except to the extent provided in Section 5.7 hereof. (c) Except as otherwise permitted by the Individual General PartnerPartners, all (i) initial and any additional contributions to the capital of the Partnership by each Limited any Partner shall be payable exclusively in cash. cash or in such Securities that the Individual General Partners, in their absolute discretion, may agree to accept on behalf of the Partnership, and (bii) APH initial and any additional contributions in cash shall make capital contributions from time to time be payable in readily available funds at the date of the proposed acceptance of the contribution. The Partnership shall charge each Partner making a contribution in Securities to the extent necessary to ensure that capital of the Partnership meets its obligations to make contributions of capital to each such amount as may be determined by the Individual General Partners not exceeding 2% of the Funds. (c) No Partner value of such contribution in order to reimburse the Partnership for any costs incurred by the Partnership by reason of accepting such Securities, and any such charge shall be obligated, nor shall any due and payable by the contributing Partner have any right, to make any in full at the time the contribution to the capital of the Partnership other than as specified in this Section 3.1to which such charges relate is due. No Limited Partner The value of contributed Securities shall be obligated to restore any deficit balance determined in his Capital Accountaccordance with Section 7.3 hereof as of the date of contribution. (d) To The minimum initial and additional contributions set forth in (a) and (b) of this Section 5.1 may be reduced by the extent, if any, that at Individual General Partners. No Partner shall be entitled to interest on his contribution to the time capital of the Final Distribution, it is determined that the Partnership, as a general partner nor shall any Partner be entitled to the return of each any capital of the FundsPartnership except (i) upon the repurchase by the Partnership of a part or all of such Partner's Interest pursuant to Section 4.7 hereof, is required (ii) pursuant to make any Clawback Payment with respect to any the provisions of Section 5.7(c) hereof or (iii) upon the liquidation of the Funds, each Limited Partnership's assets pursuant to Section 6.2 hereof. No Partner shall be required liable for the return of any such amounts. No Partner shall have the right to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners require partition of the relevant Fund an amount equal Partnership's property or to such Limited Partner’s Clawback Share of compel any Clawback Payment, but not in any event in excess sale or appraisal of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow Account, to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such applicationPartnership's assets.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record Schedule of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) The Partnership has made a capital commitment to each Fund. APH shall will make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the FundsFund. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in Section 2.9 and this Section 3.13.1 or, in the case of a Diluted Limited Partner, as required by Section 4.1(e)(iii). No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (d) To Subject to the application of the equitable adjustments described in Section 2.9(e), to the extent, if any, that at the time of the Final Distribution, it is determined that the Partnership, as a general partner or special limited partner of each of the FundsFund, is required to make any Clawback Payment with respect to any of the Fundsa Fund, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow Account, to the extent applied to satisfy any a portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership Partnership, except as may be agreed from time to time between such Partner and the General Partner and other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account.. 702100.0030.0004 4843-4627-7593 v5 (db) To the extent, if any, that at the time of the Final DistributionDistribution (or the equivalent term, in each case, as defined in each of the Fund LP Agreements) or at any time prior thereto (whether pursuant to the provisions of the applicable Fund LP Agreement, upon the determination of the applicable Fund General Partner or otherwise), it is determined that the Partnership, as a general partner holder, directly or indirectly, of each of the Fundsequity interests in a Fund General Partner, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner that holds an Interest in the particular Class or tranche of Interests to which such Clawback Payment relates, shall be required to participate in such payment and contribute to the Partnership Partnership, for ultimate distribution to the limited partners of the relevant Fund Fund, an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each applicable Limited Partner’s required contribution, each such Limited Partner’s allocable share of any Escrow AccountAccount (or the equivalent term, in each case, as defined in the Fund LP Agreements), to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d3.1(b) at the time of such application. (c) Certain Fund GP Agreements (i) authorize the payment of awards to Apollo personnel or others of amounts sourced from Carried Interest Revenues and based on the performance of one or more (but fewer than all) portfolio investments of the applicable Fund, and (ii) require participants in the Fund GP’s carried interest plan to return distributions to the extent it is subsequently determined that the return is necessary to enable the Fund GP to satisfy obligations associated with such an award. If a GCP IV Intermediate Pooling Vehicle is called upon to return a distribution of Carried Interest Revenues to a Fund GP in these circumstances, and any portion of such amount is determined to have been attributable to amounts previously distributed through the Partnership to any Limited Partner, each such Limited Partner is required to return to the Partnership, on demand by the General Partner, an equitable share of the amount required to be restored to the Fund GP as determined by the General Partner. Any such returned amount is to be applied exclusively for the purpose described in this section. (d) For the avoidance of doubt, the aggregate Clawback Payments required to be made by the Limited Partners hereunder with respect to any Fund shall not exceed the aggregate amount of distributions actually received by the Partnership from the applicable Fund General Partner that are attributable to Carried Interest Revenues, net of any amounts returned pursuant to the preceding section.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership Partnership, except as may be agreed from time to time between such Partner and the General Partner and other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (db) To the extent, if any, that at the time of the Final DistributionDistribution (or the equivalent term, in each case, as defined in each of the Fund LP Agreements) or at any time prior thereto (whether pursuant to the provisions of the applicable Fund LP Agreement, upon the determination of the applicable Fund General Partner or otherwise), it is determined that the Partnership, as a general partner holder, directly or indirectly, of each of the Fundsequity interests in a Fund General Partner, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership Partnership, for ultimate distribution to the limited partners of the relevant Fund Fund, an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow AccountAccount (or the equivalent term, in each case, as defined in the Fund LP Agreements), to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d3.1(b) at the time of such application. (c) For the avoidance of doubt, the aggregate Clawback Payments required to be made by the Limited Partners hereunder with respect to any Fund shall not exceed the aggregate amount of distributions actually received by the Partnership from the applicable Fund General Partner that are attributable to Carried Interest Revenues.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any Any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record List of Partners, and (ii) any such contributions . Contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner Partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH The Designated Partner shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to the Fund GP in respect of its obligation to the Fund, if any, other than obligations in respect of any Clawback Payment which are the responsibility of each of the FundsPartner as set forth in Section 3.1(e). (c) No Except as explicitly stated in this Agreement, no Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his such Partner’s Capital Account. (d) In the event that the Partnership receives from the Fund GP any amounts constituting a return of the Partnership’s share (if any) of the Fund GP’s contributions to the Fund pursuant to provisions in the Fund Agreement that would increase the Fund GP’s obligation to make additional capital contributions to the Fund by the amount so returned, the General Partner, in its sole discretion, may return such amounts to the Partners in proportion to their respective capital contributions to the Partnership. Each Partner’s aggregate capital contributions shall be reduced by the amount so distributed to such Partner, and such Partner’s remaining obligation to contribute capital shall be increased, on a dollar-for-dollar basis, by the amount of that reduction. In addition, each Partner will be required to fund its pro rata share of any other obligations of the Partnership to the Fund GP in connection with the Partnership’s contribution to the Fund GP (if any), including with respect to indemnification and “limited partner clawback” obligations as set forth in the Fund Agreement. (e) To the extent, if any, that at the time of the Final Distribution, it is determined that the Partnership, as a general limited partner of each of the FundsFund GP, is required to make any Clawback Payment with respect to any of the FundsFund, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit Carried Interest attributable to the Fund. (f) If a Limited Partner fails to comply with its obligations under Section 3.1(e) (such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited a “Defaulting Partner’s allocable share ”), Ares Management and any of any Escrow Account, to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to its Affiliates may (in their sole discretion) declare such Limited Partner and reits Related Parties to be deemed to be a “defaulting partner” (or equivalent) in any “carried interest”, co-contributed investment or other vehicle managed by Ares Management or an Affiliate in which such Limited Partner Partner, Related Party or other Affiliate is a limited partner (or equivalent), regardless of whether such Limited Partner, Related Party or Affiliate is in default or breach of its obligations pursuant to this Section 3.1(d) at the time terms of the governing documents of such applicationvehicle. (g) Pursuant to the Fund Agreement, each Partner of the Partnership shall execute a Guarantee substantially in the form attached hereto as Appendix A.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record Register of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership Partnership, except as may be agreed from time to time between such Partner and the General Partner (including in an Award Letter) and other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (d) To the extent, if any, that at the time of the Final DistributionDistribution (as defined in each of the Fund LP Agreements) or at any time prior thereto (whether pursuant to the provisions of the applicable Fund LP Agreement, upon the determination of the Partnership or otherwise), it is determined that the Partnership, as a general partner of each of the Funds, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership Partnership, for ultimate distribution to the limited partners of the relevant Fund Fund, an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event event, together with any Partner Giveback Payments made by such Limited Partner from the return of distributions of Operating Profit attributable to such Fund, in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow AccountAccount (as defined in the Fund LP Agreements), to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application. The Partners acknowledge that the Clawback Payment is calculated under the applicable Fund LP Agreement on an after-tax basis, and that accordingly each Limited Partner’s Clawback Share will be of an amount that has already taken into account hypothetical taxes that an individual residing in New York City would have owed in respect of the excess carry received by the Partnership under the applicable Fund LP Agreement that gives rise to the Clawback Payment. (e) To the extent, if any, that it is determined that the Partnership is required to make any Partner Giveback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership, for ultimate contribution to the relevant Fund, an amount equal to such Limited Partner’s Giveback Share of any Partner Giveback Payment, but not in any event, together with any Clawback Payments made by such Limited Partner with respect to such Fund, in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Capital Profit and Operating Profit attributable to such Fund. (f) For the avoidance of doubt, the aggregate Clawback Payments and Partner Giveback Payments required to be made by the Limited Partners hereunder with respect to any Fund shall not exceed the aggregate amount of distributions actually received by the Partnership that: (i) in the case of Clawback Payments, are attributable to Carried Interest Revenues; and (ii) in the case of Partner Giveback Payments, are attributable to Carried Interest Revenues and any other distributions that the Partnership receives from such Fund.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership Partnership, except as may be agreed from time to time between such Partner and the General Partner and other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (db) To the extent, if any, that at the time of the Final DistributionDistribution (or the equivalent term, in each case, as defined in each of the Fund LP Agreements) or at any time prior thereto (whether pursuant to the provisions of the applicable Fund LP Agreement, upon the determination of the applicable Fund General Partner or otherwise), it is determined that the Partnership, as a general partner holder, directly or indirectly, of each of the Fundsequity interests in a Fund General Partner, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner that holds an Interest in the particular Class or tranche of Interests to which such Clawback Payment relates, shall be required to participate in such payment and contribute to the Partnership Partnership, for ultimate distribution to the limited partners of the relevant Fund Fund, an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each applicable Limited Partner’s required contribution, each such Limited Partner’s allocable share of any Escrow AccountAccount (or the equivalent term, in each case, as defined in the Fund LP Agreements), to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d3.1(b) at the time of such application. (c) For the avoidance of doubt, the aggregate Clawback Payments required to be made by the Limited Partners hereunder with respect to any Fund shall not exceed the aggregate amount of distributions actually received by the Partnership from the applicable Fund General Partner that are attributable to Carried Interest Revenues.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record Schedule of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Subject to the provisions of this Agreement and the Act, no Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership beyond such Partner's required capital contribution other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (d) To the extent, if any, that at the time of the Final Distribution, it is determined that the Partnership, as a general partner of each of the Funds, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow Account, to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any Any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in on the Record Register of Partners, and (ii) any such contributions . Contributions to the capital of the Partnership shall be made as of on the date of admission of such Limited Partner as a limited partner of the Partnership and as of on each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (d) To the extent, if any, that at the time of the Final DistributionDistribution (as defined in each of the Fund LP Agreements), it is determined that the Partnership, as a general partner of each of the Funds, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow Account, to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in on the Record Register of PartnersPartnership Interests or on such other record of the amount and date of the contributions of Limited Partners (as the case may be), and (ii) any such contributions to the capital of the Partnership shall be made as of on the date of admission of such Limited Partner as a limited partner of the Partnership and as of on each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (d) To the extent, if any, that at the time of the Final DistributionDistribution (as defined in each of the Fund LP Agreements), it is determined that the Partnership, as a general partner of each of the Funds, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each Limited Partner’s required contribution, each Limited Partner’s allocable share of any Escrow Accountescrow account set up pursuant to section 10.3(b) of the Fund LP Agreements, to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d) at the time of such application. For purposes of calculating a Limited Partner’s Clawback Share, AGM Shares (including, for the avoidance of doubt, any such shares that have previously vested, but excluding any such shares that have previously been mandatorily repurchased by AGM) shall be valued, without regard to any restrictions thereon and/or whether or not the Partner still retains such AGM Shares, based on the purchase price of such AGM Shares as set forth on the grant notice provided with respect to such AGM Shares. (e) Cash proceeds derived by a Share Plan Participant from a mandatory repurchase of AGM Shares shall be contributed to the Partnership as contemplated by Section 4.2(g).

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership Partnership, except as may be agreed from time to time between such Partner and the General Partner and other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (db) To the extent, if any, that at the time of the Final DistributionDistribution (or the equivalent term, in each case, as defined in each of the Fund LP Agreements) or at any time prior thereto (whether pursuant to the provisions of the applicable Fund LP Agreement, upon the determination of the applicable Fund General Partner or otherwise), it is determined that the Partnership, as a general partner holder, directly or indirectly, of each of the Fundsequity interests in a Fund General Partner, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner that holds an Interest in the particular Class or tranche of Interests to which such Clawback Payment relates, shall be required to participate in such payment and contribute to the Partnership Partnership, for ultimate distribution to the limited partners of the relevant Fund Fund, an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each applicable Limited Partner’s required contribution, each such Limited Partner’s allocable share of any Escrow AccountAccount (or the equivalent term, in each case, as defined in the Fund LP Agreements), to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d3.1(b) at the time of such application. (c) Certain Fund GP Agreements (i) authorize the payment of awards to Apollo personnel or others of amounts sourced from Carried Interest Revenues and based on the performance of one or more (but fewer than all) portfolio investments of the applicable Fund, and (ii) require participants in the Fund GP’s carried interest plan to return distributions to the extent it is subsequently determined that the return is necessary to enable the Fund GP to satisfy obligations associated with such an award. If a GCP III Intermediate Pooling Vehicle is called upon to return a distribution of Carried Interest Revenues to a Fund GP in these circumstances, and any portion of such amount is determined to have been attributable to amounts previously distributed through the Partnership to any Limited Partner, each such Limited Partner is required to return to the Partnership, on demand by the General Partner, an equitable share of the amount required to be restored to the Fund GP as determined by the General Partner. Any such returned amount is to be applied exclusively for the purpose described in this section. (d) For the avoidance of doubt, the aggregate Clawback Payments required to be made by the Limited Partners hereunder with respect to any Fund shall not exceed the aggregate amount of distributions actually received by the Partnership from the applicable Fund General Partner that are attributable to Carried Interest Revenues, net of any amounts returned pursuant to the preceding section.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record of Partners, and (ii) any such contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the Funds. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership Partnership, except as may be agreed from time to time between such Partner and the General Partner and other than as specified in this Section 3.1. No Limited Partner shall be obligated to restore any deficit balance in his Capital Account. (db) To the extent, if any, that at the time of the Final DistributionDistribution (or the equivalent term, in each case, as defined in each of the Fund LP Agreements) or at any time prior thereto (whether pursuant to the provisions of the applicable Fund LP Agreement, upon the determination of the applicable Fund General Partner or otherwise), it is determined that the Partnership, as a general partner holder, directly or indirectly, of each of the Fundsequity interests in a Fund General Partner, is required to make any Clawback Payment with respect to any of the Funds, each Limited Partner that holds an Interest in the particular Class or tranche of Interests to which such Clawback Payment relates, shall be required to participate in such payment and contribute to the Partnership Partnership, for ultimate distribution to the limited partners of the relevant Fund Fund, an amount equal to such Limited Partner’s Clawback Share of any Clawback Payment, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner with respect to the Operating Profit attributable to such Fund. For purposes of determining each applicable Limited Partner’s required contribution, each such Limited Partner’s allocable share of any Escrow AccountAccount (or the equivalent term, in each case, as defined in the Fund LP Agreements), to the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been distributed to such Limited Partner and re-contributed by such Limited Partner pursuant to this Section 3.1(d(b) at the time of such application. (c) For the avoidance of doubt, the aggregate Clawback Payments required to be made by the Limited Partners hereunder with respect to any Fund shall not exceed the aggregate amount of distributions actually received by the Partnership from the applicable Fund General Partner that are attributable to Carried Interest Revenues.

Contributions to Capital. (a) Subject to the remaining provisions of this Section 3.1, (i) any Any required contribution of a Limited Partner to the capital of the Partnership shall be as set forth in the Record Schedule of Partners, and (ii) any such contributions . Contributions to the capital of the Partnership shall be made as of the date of admission of such Limited Partner as a limited partner of the Partnership and as of each such other date as may be specified by the General Partner. Except as otherwise permitted by the General Partner, all contributions to the capital of the Partnership by each Limited Partner shall be payable exclusively in cash. (b) APH The General Partner shall make capital contributions from time to time to the extent necessary to ensure that the Partnership meets its obligations to make contributions of capital to each of the FundsFund. (c) No Partner shall be obligated, nor shall any Partner have any right, to make any contribution to the capital of the Partnership other than as specified in this Section 3.13.1 or Section 4.2(a). No Limited Partner shall be obligated to restore any deficit balance in his its Capital Account. (d) To the extent, if any, that at the time of the Final Distribution, it is determined that the Partnership, as a general partner of each of the FundsFund General Partner, is required to make any pay a Clawback Payment with respect Amount to any of the FundsFund, each Limited Partner Partner, and each former Partner, shall be required to participate in such payment and contribute to the Partnership for ultimate distribution to the limited partners of the relevant Fund an amount equal to such Limited Partner’s (or former Partner’s) Clawback Share of any Clawback PaymentAmount, but not in any event in excess of the cumulative amount theretofore distributed to such Limited Partner Partner, or former Partner, with respect to the Operating Profit attributable to such the Fund. For purposes To the extent, if any, that it is determined that the Partnership is required pursuant to Section 10.3 of determining any Fund LP Agreement, or otherwise, to pay to the Fund any amount representing distributions of the Fund each Limited Partner having an FC Share shall be required to participate in such payment and contribute to the Partnership an amount equal to such Partner’s required contribution, each Limited Partner’s allocable pro rata share of any Escrow Accountsuch amount, to but not in any event in excess of the extent applied to satisfy any portion of a Clawback Payment, shall be treated as if it had been cumulative amount theretofore distributed to such Limited Partner and re-contributed by such Limited Partner pursuant with respect to this Section 3.1(d) at the time of such applicationProfit attributable to the Fund.