Common use of Partnership Expenses Clause in Contracts

Partnership Expenses. (a) Except as otherwise provided in this Agreement (including Section 6.1), the Partnership shall bear and be charged with the following costs and expenses of the Partnership’s operation that are reasonable and in furtherance of the business of the Partnership (the “Partnership Expenses”): (i) fees, costs and expenses of the valuation agent and any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees); (ii) all ongoing legal and compliance costs of the Partnership, including costs of reporting to regulatory authorities and to the Partners and the costs of preparing and distributing each Compliance Audit Report; (iii) all out-of-pocket fees, costs and expenses, if any, incurred in developing, negotiating, structuring, trading, settling, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised by the General Partner or any of its Affiliates), including without limitation any financing, legal, accounting, advisory and consulting expenses in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by third parties); (iv) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually incurred in connection with actual Investments; (v) interest expense, fees, costs and other expenses arising out of all Partnership Indebtedness (including as described in the Loan Agreement); (vi) any fees, costs or expenses incurred by the General Partner in its capacity as “tax matters partner” (or similar function) as contemplated by Section 4.2(b)(xii); (vii) the costs of prosecuting or defending any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors and officers liability or other insurance or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viii) expenses of liquidating the Partnership; and (ix) any taxes (other than taxes described in Sections 3.4(e) and 9.6), fees or other governmental charges levied against or payable by the Partnership. (b) The General Partner shall cause the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year of the Partnership shall be delivered no later than thirty (30) calendar days following the Closing Date; and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Year.

Partnership Expenses. (a) Except as otherwise provided in this Agreement (including Section 6.1), the The Partnership shall bear and be charged with agrees to pay the following costs and expenses and all other costs and expenses incident to the performance by it of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, the Incorporated Documents and all amendments or supplements to any of them as may be reasonably requested for use in connection with the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda, and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Common Units under the Exchange Act and any applicable listing or other similar fees; (vi) the registration or qualification of the Units for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 6(f) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification); (vii) any filing fees in connection with any filings required to be made with FINRA; (viii) the transportation and other expenses incurred by or on behalf of officers and employees of GP LLC or the Partnership in connection with presentations to prospective purchasers of the Units; and (ix) the fees and expenses of the Partnership’s operation that are reasonable accountants and in furtherance of the business of the Partnership (the “Partnership Expenses”): (i) fees, costs fees and expenses of the valuation agent and any administrators, custodians, attorneys, accountants and other professionals counsel (including audit local and certification fees); (iispecial counsel) all ongoing legal and compliance costs of the Partnership, including costs of reporting to regulatory authorities and to the Partners and the costs of preparing and distributing each Compliance Audit Report; (iii) all out-of-pocket fees, costs and expenses, if any, incurred in developing, negotiating, structuring, trading, settling, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised by the General Partner or any of its Affiliates), including without limitation any financing, legal, accounting, advisory and consulting expenses in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by third parties); (iv) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually incurred in connection with actual Investments; (v) interest expense, fees, costs and other expenses arising out of all Partnership Indebtedness (including as described in the Loan Agreement); (vi) any fees, costs or expenses incurred by the General Partner in its capacity as “tax matters partner” (or similar function) as contemplated by Section 4.2(b)(xii); (vii) the costs of prosecuting or defending any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors and officers liability or other insurance or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viii) expenses of liquidating the Partnership; and (ix) any taxes (other than taxes described in Sections 3.4(e) and 9.6), fees or other governmental charges levied against or payable by the Partnership. (b) The General Partner shall cause the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year of the Partnership shall be delivered no later than thirty (30) calendar days following the Closing Date; and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Year.

Partnership Expenses. (a) Except as otherwise provided in this Agreement (including Section 6.1)In general, the Partnership's expenses shall be billed directly to and paid by the Partnership. The Partnership shall bear reimburse HM and be charged the Investor Representatives or their Affiliates for: (i) all Organization Expenses incurred by HM and the Investor Representatives or their Affiliates in connection with the following costs and expenses formation of the Partnership’s operation that are reasonable and in furtherance of the business of the Partnership (the “Partnership Expenses”): (i) fees, costs and expenses of the valuation agent and any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees); ; (ii) all ongoing legal the actual costs to HM and compliance costs the Investor Representatives or their Affiliates of goods, services, and materials used for and by the Partnership, including costs of reporting to regulatory authorities ; and to the Partners and the costs of preparing and distributing each Compliance Audit Report; (iii) all reasonable travel and other out-of-pocket fees, costs and expenses, if any, incurred in developing, negotiating, structuring, trading, settling, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised by the General Partner or any of its Affiliates), including without limitation any financing, legal, accounting, advisory and consulting expenses in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by third parties); (iv) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually incurred in connection with actual Investments; (v) interest expense, fees, costs and other expenses arising out of all Partnership Indebtedness (including as described in the Loan Agreement); (vi) any fees, costs or expenses incurred by HM and the General Partner Investor Representatives in the development and management of the Partnership and its capacity as “tax matters partner” (business. The reimbursement for expenses provided for in this Section 5.6(a) shall be made to HM and the Investor Representatives or similar function) as contemplated by Section 4.2(b)(xii); (vii) the costs their Affiliates regardless of prosecuting or defending whether any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors and officers liability or other insurance or extraordinary expense or liability relating distributions are made to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful Partners under Article VI and material breach of this Agreement by such insured party; (viii) expenses of liquidating the Partnership; and (ix) any taxes (other than taxes described in Sections 3.4(e) and 9.6), fees or other governmental charges levied against or payable by the PartnershipArticle VII. (b) The General Partner Partnership shall cause also pay the Partnership following expenses of the Partnership: (i) All development and any operational expenses of the Partnership, which may include, but are not limited to: the salary and related expenses of employees and staff of the Hospital, all costs of borrowed money, taxes, and assessments on the Hospital, and other investment vehicle taxes applicable to the Partnership; expenses in connection with the acquisition, maintenance, leasing, refinancing, operation, and disposition of the Equipment, furniture and fixtures of the Hospital (including legal, accounting, audit, commissions, engineering, appraisal, and the other fees); the maintenance of the Hospital and its Equipment may be performed by HM or separate account for which the General Partner or any one of its Affiliates acts as long as the managercharges to the Partnership for such service are no greater than the charges for such service from a third party service provider; (ii) In addition to reimbursements and other amounts due hereunder, advisor a Management Fee equal to [***] [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. 19 ($[***]) per year due to HM which fees shall first accrue commencing on the first to occur of (the "Completion Date") (X) the substantial completion of the construction of the Hospital if the Hospital is to be located in a new building (whether to be leased to or primary source owned by the Partnership), or (Y) the closing of investments the purchase of the real property in which the Hospital is to be located if located in an existing building (either by the Partnership or by a third party who shall in turn lease such building to the Partnership) and which fees shall be increased annually by the Consumer Price Index reasonably applied by HM on January 1st of each year. The Management Fee shall compensate HM for the efforts of employees of HM or its Affiliates in managing all aspects of the development of the Hospital (i.e., seeking Investor Partners, the design, construction and financing of the Hospital) and in supervising the business of the Partnership after the Hospital commences operations; (iii) A fee of One Hundred Thousand Dollars ($100,000.00) payable to the medical director of the Hospital which fee shall first accrue commencing as of the Completion Date, which fee shall be increased annually by the Consumer Price Index reasonably applied by HM on January 1st of each year. The medical director shall be a cardiologist and shall be elected by a Majority Vote of Investor Partners for a two (2) year term subject however to the terms of the medical staff bylaws; (iv) All fees and expenses paid to third parties for accounting, legal, documentation, professional, and reporting services to the Partnership, which may include, but are not limited to: preparation and documentation of Partnership bookkeeping, accounting and audits; preparation and documentation of budgets, cash flow projections, and working capital requirements; preparation and documentation of Partnership state and federal tax returns; and taxes incurred in connection with the issuance, distribution, transfer, registration, and recordation of documents evidencing ownership of a Partnership Interest or Economic Interest in the Partnership or in connection with the business of the Partnership; expenses in connection with preparing and mailing reports required to be furnished to the Partners or Assignees for tax reporting or other purposes, including reports, if any, that invests may be required to be filed with any federal or state regulatory agencies, or expenses associated with furnishing reports to Partners which HM and the Investor Representatives deem to be in Eligible Assets the best interest of the Partnership; expenses of revising, amending, converting, modifying, or terminating the Partnership or this Agreement; costs incurred in connection with any litigation in which the Partnership has also invested is involved as well as any examination, investigation, or other proceedings conducted by any regulatory agency involving the Partnership; costs of any computer equipment or services used for or by the Partnership; the costs of preparing and disseminating informational material and documentation relating to share proportionately in expenses related to their respective investments in such Eligible Assets on potential sale, refinancing, or other disposition of the basis of capital invested in such Eligible AssetsHospital or the Equipment. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses Neither HM nor its Affiliates shall be paid or reimbursed for the first Fiscal Year overhead of its corporate offices including, without limitation, the Partnership costs of employees of HM or of its Affiliates, unless those employees work full-time for the Hospital (or part-time as approved [***] These portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment. by HM and the Investor Representatives), in which event such expenses shall be delivered no later than thirty (30) calendar days following paid by the Closing Date; and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal YearPartnership.

Partnership Expenses. (a) Except as otherwise provided in this Agreement (including Section 6.1), the The Partnership shall bear and be charged with the following costs and expenses of the Partnership’s operation Partnership (and shall promptly reimburse the General Partner or its Affiliates, as the case may be, to the extent that any of such costs and expenses are reasonable and in furtherance of the business of the Partnership paid by such entities) (the “Partnership Expenses”): (i) fees, costs fees and expenses of the valuation agent and any administrators, custodians, for attorneys, accountants and other professionals (including audit and certification fees)to the extent that they relate to an Investment or otherwise to the business of the Partnership; (ii) all ongoing legal and compliance costs of the Partnership, including costs of reporting to regulatory authorities and to the Partners and the costs of preparing and distributing each Compliance Audit Report; (iii) all out-of-pocket fees, costs and expenses, if any, incurred in diligencing, acquiring, developing, negotiating, structuring, trading, settling, monitoring, holding financing and disposing of actual Investments, including indemnification costs to purchasers and sellers of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such feesother parties, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised by the General Partner or any of its Affiliates), including without limitation any for financing, legal, accounting, advisory and consulting expenses services, duplicating, postage, delivery, lodging, travel, long distance telephone, appraisal, engineering and environmental services, and property costs in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by entities in which the Partnership invests or other third parties); (iii) to the extent the General Partner and its Affiliates are not reimbursed by an entity in which the Partnership has invested or proposes to invest or other third parties, (A) Broken Deal Expenses and (B) any deposits or down payments of cash or other property (whether made before or after the date hereof) that are forfeited in connection with a proposed Investment that is not ultimately made; (iv) sales, leasing and brokerage commissions, custodial expenses, other bank service development fees, appraisal loan servicing fees, custodial expenses and other investment costs, fees and expenses actually costs incurred in connection with actual Investments; (v) interest expense, fees, costs on and other fees and expenses arising out of all Partnership Indebtedness (borrowings made by the Partnership, including as described in the Loan Agreement)arranging thereof; (vi) any fees, costs or expenses incurred by the General Partner in its capacity as “tax matters partner” (or similar function) as contemplated by Section 4.2(b)(xii); (vii) the costs of prosecuting or defending any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners)litigation, directors and officers liability insurance or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viiivii) expenses of liquidating the Partnership; and; (ixviii) any taxes (other than taxes described in Sections 3.4(e) and 9.6)taxes, fees or other governmental charges levied against the Partnership and all expenses incurred in connection with any tax audit, investigation, settlement or payable by review of the Partnership; (ix) expenses incurred in connection with the operation of the Escrow Account; and (x) any other expenses incurred in relation to the administration of the Partnership. (b) The Partnership shall also reimburse Affiliates of the General Partner at competitive market rates to the extent such Affiliates provide any of the services described in Section 6.2(a) which would otherwise be provided by an unrelated third party; provided, that prior to Affiliates of the General Partner receiving any reimbursements for services provided as described in Section 6.2(a), the General Partner shall cause provide CalPERS with the Partnership and any other investment vehicle statement of an independent third party providing that such reimbursements are equal to or separate account lower than the fees charged by unrelated third parties for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assetssame services. (c) The General Partner will provide Partnership or any Portfolio Company may appoint JER or one of its Affiliates as the manager of any CDO to UST which Investments of the Partnership are contributed, sold or transferred and SIGTARP an annual budget of Partnership Expenses JER or its Affiliate shall be entitled to receive fees and reimbursements for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Yearservices; provided that the budget of Partnership Expenses for the first Fiscal Year of the Partnership shall fees and reimbursements are no greater than those that would be delivered no later than thirty (30) calendar days following the Closing Datepaid to unaffiliated third parties performing substantially similar services; and provided, further, that prior to JER or its Affiliate receiving any fees and reimbursements as manager of a CDO, the General Partner shall provide CalPERS with the statement of an independent third party providing that such fees and reimbursements are equal to or lower than the fees charged by unaffiliated third parties for the avoidance of doubt, same services. CalPERS acknowledges that whenever the Partnership shall bear all acquires (i) a controlling interest in the subordinate controlling class of a CMBS securitization or (ii) B-Notes or Mezzanine Loans relating to a securitization, JER or one of its Affiliates may be appointed as the special servicer for such securitization and receive fees for such services. The General Partner, JER and or their Affiliates may earn fees from unaffiliated third parties at competitive market rates for services provided to such unaffiliated third parties who co-invest with the Partnership pursuant to Section 4.6(b). (d) Partnership Expenses and the repayment of any Indebtedness may be allocated against items of Disposition Proceeds, Current Proceeds and Temporary Investment Income in a manner reasonably determined by the General Partner. Partners may be required to make Capital Contributions to the extent of their Unpaid Capital Commitments for the payment of such Partnership Expenses to the extent the Partnership does not have sufficient funds to pay such expenses. (e) The General Partner may withhold on a pro rata basis from any distributions amounts necessary to create, in its good faith discretion, appropriate reserves for expenses and liabilities (including Management Fees, Partnership Expenses, even Indebtedness and Organizational Expenses), contingent or otherwise, of the Partnership as well as for any required tax withholdings. (f) Any amounts paid by the Partnership for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Partnership Expense relating to such Investment. Any distributions resulting from any such arrangements shall be treated as Current Proceeds from such Investment. (g) The Partnership may invest in or enter into short sales and other derivative contracts or instruments if such sales, contracts or instruments are bona fide hedging transactions in connection with the actual acquisition, holding or disposition of Investments. Any amounts paid by the Partnership Expenses incurred for or resulting from any such sales, contracts or instruments shall be treated as a Partnership Expense relating to the Investment(s) hedged thereby and as part of the contributions applied to such Investment(s) for purposes of the distribution priorities set forth in the Partnership Agreement, and, if two or more Investments are hedged thereby, such amounts shall be allocated among such Investments as reasonably determined by the General Partner. Any distributions resulting from any Fiscal Year exceed such sales, contracts or instruments shall be treated as Current Proceeds from the budgeted Partnership Expenses for Investment(s) hedged thereby, and, if two or more Investments are hedged thereby, such Fiscal Yeardistributions shall be allocated among such Investments as reasonably determined by the General Partner.

Partnership Expenses. (a) Except as otherwise provided in this Agreement (including Section 6.1), the The Partnership shall bear and be charged with the following all costs and expenses of the Partnership’s operation operations other than General Partner Expenses (and shall promptly reimburse the General Partner, the Investment Manager or their Affiliates, as the case may be, to the extent that any such costs and expenses are reasonable and in furtherance of the business of the Partnership paid by such entities) (the “Partnership Expenses”):), including, without limitation: (i) fees, costs and expenses of the valuation agent and any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees)Organizational Expenses; (ii) all ongoing legal and compliance routine administrative expenses of the Partnership incurred in the ordinary course, including the cost of the preparation of financial statements, reports to Partners, costs of holding any meetings of Partners, financial and tax returns and tax reports required for Partners or the Partnership, cash management expenses, an outside administrator and/or custodian and related bank fees, escrow fees and expenses, operating expenses, costs relating to regulatory registration and the ongoing compliance of the Investment Manager with respect to the Partnership, including costs of reporting any fees paid to third party compliance consulting firms engaged to assist with maintaining any ongoing compliance obligations, and routine legal, regulatory authorities and to the Partners and the costs of preparing and distributing each Compliance Audit Reportaccounting expenses; (iii) all out-of-pocket fees, costs and expenses, if any, incurred in connection with investigating investment opportunities for the Partnership (including travel expenses) and in holding, developing, negotiating, structuring, trading, settling, monitoring, holding acquiring and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such feespotential Investments, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised by the General Partner or any of its Affiliates)including, including without limitation limitation, any financing, legal, accounting, advisory advisory, consulting and consulting engineering fees and expenses and fees and expenses of other professional and technical services in connection therewith (to the extent not subject to any reimbursement of such costs fees and expenses by Investments or other third parties); (iv) all third party expenses in connection with Investments or proposed Investments that are not ultimately made, including, without limitation, any legal, financial, accounting, consulting, or other advisors, and any out-of- pocket costs and expenses incurred in connection with obtaining third party financing (such as commitment fees that are paid); (v) brokerage commissions, custodial registration fees and expenses, other bank service fees, appraisal custodial expenses and other investment costs, fees and expenses actually incurred in connection with actual Investments; (v) interest expense, fees, costs and other expenses arising out of all Partnership Indebtedness (including as described in the Loan Agreement); (vi) any fees, costs placement fees or expenses incurred commissions (or interest thereon) to the extent paid by the General Partner in its capacity as “tax matters partner” (or similar function) as contemplated Partnership; provided that the Management Fee will be reduced by Section 4.2(b)(xii)such amounts; (vii) interest on and fees and expenses and all other costs arising out of all borrowings made by the Partnership, including, but not limited to, the arranging thereof; (viii) the out-of-pocket costs of prosecuting or defending any litigation or regulatory investigations (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partnersand related damages), directors and officers D&O liability or other insurance and indemnification (including advances under Section 4.3(b)) or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viiiix) expenses of liquidating the Partnership; (x) any audits which may be required by State or Federal law; (xi) any fees or expenses due to any third party administrator for administration of the Partnership; and (ixxii) registration expenses and any taxes (other than taxes described in Sections 3.4(e) and 9.6subject to Section 3.4(d)), fees or other governmental charges levied against the Partnership and all expenses incurred in connection with any tax audit, investigation, settlement or payable by review of the Partnership. (b) The General Partner shall cause the Partnership Expenses may be allocated against items of Disposition Proceeds, Current Proceeds and any other investment vehicle or separate account for which Temporary Investment Proceeds in a manner reasonably determined by the General Partner or any Partner. Partners may be required to make Capital Contributions to the extent of its Affiliates acts as their Capital Commitments for the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget payment of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of extent the Partnership does not have sufficient available funds to pay such Fiscal Yearexpenses; provided that the budget of General Partner may also use its short-term borrowing power to the extent expressly permitted hereunder to borrow funds to pay Partnership Expenses Expenses. The General Partner may withhold on a pro rata basis from any distributions or refunds amounts necessary to create, in its reasonable discretion, appropriate reserves for the first Fiscal Year expenses and liabilities, contingent or otherwise, of the Partnership as well as for any tax withholdings. To the extent that Partnership Expenses with respect to which no Capital Contributions have been made are allocated against Temporary Investment Proceeds, such amount shall be delivered no later than thirty (30treated for purposes of Section 3.4(a) calendar days following and Section 3.5 as having been contributed by the Closing Date; and provided, further, that Limited Partners as a Capital Contribution for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Year.

Partnership Expenses. (a) Except The Partnership shall bear and be responsible for all expenses of the Partnership and all expenses of the Manager in connection with performing its duties hereunder except for expenses that are to be borne by the Manager as otherwise provided in this Agreement (including Section 6.1)3(b) hereof. In the event any such expenses are advanced by the Manager, the Partnership shall reimburse the Manager therefor upon demand. Without limiting the generality of the foregoing, the Partnership shall bear and be charged with the following costs and expenses of the Partnership’s operation that are reasonable and in furtherance of the business of the Partnership (the “Partnership Expenses”):following: (i) all Organizational Expenses (not including finders fees, costs and expenses selling commissions, fees of Selling Agents or lobbying expenses) to the extent that they are equal to or less than 0.5% of the valuation agent and any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees)aggregate Capital Commitments of the Partners; (ii) all ongoing legal finders fees, selling commissions, fees of Selling Agents and compliance lobbying expenses; (iii) third party and out-of-pocket costs and expenses connected with monitoring, advising, assisting, reviewing, or otherwise participating in the management or control of Portfolio Companies, including legal, accounting, engineering, scientific and consulting costs and travel expenses; (iv) all costs and expenses incurred in the structuring, arranging, negotiating and closing of any investment (regardless of whether such transaction is consummated) and all costs and expenses that directly relate to the holding, restructuring, refinancing or disposition of any Partnership investment including legal, accounting, engineering, scientific and consulting costs, travel expenses, expenses of advisors and due diligence costs; (v) costs of maintaining the accounting records of the Partnership, including independent audits of the Partnership’s accounting records; (vi) fees and expenses of custodians, outside counsel and similar advisers; (vii) costs of reporting preparing, filing, and distributing reports to regulatory authorities Limited Partners, taxing authorities, and government agencies; (viii) premiums on insurance policies insuring the Partnership, its personnel (including General Partner and/or Manager personnel that act on behalf of the Partnership) and/or the Partnership’s assets; (ix) fees and expenses of any appraiser, accounting firm, or other expert appointed by the General Partner to determine the value of any Securities or other assets of or interests in the Partnership; (x) costs of compliance with federal or state law, including costs of maintaining the legal existence and good standing of the Partnership in the jurisdictions in which it is organized and in which it conducts business; (xi) taxes and other governmental charges applicable to the Partners Partnership and its operations; (xii) banking and brokerage expenses including brokerage commissions on Temporary Investments; (xiii) costs and expenses relating to the acquisition and disposition of securities that are registered under Section 12 of the Securities Exchange Act of 1934 as amended; (xiv) all costs and expenses incurred in the structuring, arranging, negotiation and closing of any Temporary Investment or Portfolio Investment (regardless of whether such transaction is consummated), and all costs and expenses that directly relate to the holding, restructuring, refinancing or disposition of any Temporary Investment or Portfolio Investment regardless of whether the Partnership completes these transactions (as applicable), including, in each case, legal, accounting, engineering, scientific and consulting costs, travel expenses, expenses of advisors and due diligence costs; (xv) interest charges due on amounts borrowed; (xvi) reasonable out-of-pocket costs relating to any meetings of the Limited Partner Committee (including the costs of preparing and distributing each Compliance Audit Report; (iii) the reimbursement of all out-of-pocket fees, costs and expenses, if any, expenses reasonably incurred in developing, negotiating, structuring, trading, settling, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised by the General members of the Limited Partner or any of its Affiliates), including without limitation any financing, legal, accounting, advisory and consulting expenses Committee in connection therewith (to with attending any meetings of the extent not subject to any reimbursement of such costs and expenses by third partiesLimited Partner Committee); (ivxvii) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees third party costs and expenses actually incurred in connection with actual Investments; that directly relate to the evaluation by such third party of any Portfolio Investment (v) interest expense, fees, costs and other expenses arising out regardless of all Partnership Indebtedness (including as described in the Loan Agreementwhether such transaction is consummated); (vixviii) any feesthe Management Fee; and (xix) without duplication, all costs or and expenses incurred by of the Partnership and the General Partner in its capacity connection with the Partnership Agreement (such as “tax costs of litigation and the matters partner” (or similar function) as contemplated by that are the subject of indemnification pursuant to Section 4.2(b)(xii); (vii) 3.7 of the Partnership Agreement and the costs of prosecuting or defending any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors winding-up and officers liability or other insurance or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viii) expenses of liquidating the Partnership; and (ix) any taxes (other than taxes described in Sections 3.4(e) and 9.6), fees or other governmental charges levied against or payable by the Partnership. (b) The General Partner shall cause the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year of the Partnership shall be delivered no later than thirty (30) calendar days following the Closing Date; and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Year.

Partnership Expenses. (a) Except as otherwise provided in this Agreement The General Partner (including Section 6.1)or an Investment Adviser/Manager) will pay: Confidential treatment requested by WQN, the Partnership shall bear and be charged with the following costs and expenses of the Partnership’s operation that are reasonable and in furtherance of the business of the Partnership (the “Partnership Expenses”):Inc. (i) feesthe compensation of all professional and other employees of the Partnership, the General Partner or an Investment Adviser/Manager who provide services to the Partnership; (ii) the cost of providing support, management and general services to the Partnership (other than the costs paid by the Partnership as provided in Section 3.07(b)), including, without limitation: (A) office expenses, (B) travel, (C) business development, (D) office and equipment rental, (E) bookkeeping, and (F) the development, investigation and monitoring of investments; and (iii) all other expenses of the valuation agent Partnership not authorized to be paid by the Partnership under Section 3.07(b). (b) The Partnership will pay the following Partnership expenses: (i) all interest and expenses payable by the Partnership on any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees)indebtedness incurred by the Partnership; (ii) all ongoing legal amounts payable to SBA under the SBIC Act, and compliance costs of the Partnership, including costs of reporting to regulatory authorities all amounts payable in connection with any Leverage commitment and to the Partners and the costs of preparing and distributing each Compliance Audit Reportany Outstanding Leverage; (iii) all out-of-pocket fees, costs and expenses, if any, incurred in developing, negotiating, structuring, trading, settling, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised taxes payable by the General Partner or any of its Affiliates)Partnership to Federal, including without limitation any financingstate, legal, accounting, advisory local and consulting expenses in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by third parties)other governmental agencies; (iv) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually incurred in connection with actual InvestmentsManagement Compensation; (v) interest expenseexpenses incurred in the actual or proposed acquisition or disposition of Assets, including without limitation, accounting fees, brokerage fees, legal fees, transfer taxes and costs and other expenses arising out related to the registration or qualification for sale of all Partnership Indebtedness (including as described in the Loan Agreement)Assets; (vi) legal, insurance (including any fees, costs or expenses incurred by the General Partner in its capacity as “tax matters partner” (or similar function) insurance as contemplated by in Section 4.2(b)(xii3.08 (m)), accounting and auditing expenses; (vii) the costs of prosecuting or defending any litigation (but not, for the avoidance of doubt, any losses all expenses incurred by the General Partner, its Affiliates Partnership in connection with commitments for or any issuance of their respective officers, directors, employees, shareholders, members or partners), directors and officers liability or other insurance or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured partyLeverage; (viii) expenses fees or dues in connection with the membership of liquidating the PartnershipPartnership in any trade association for small business investment companies or related enterprises; andand Confidential treatment requested by WQN, Inc. (ix) any taxes (other than taxes described fees and expenses incurred in Sections 3.4(e) connection with communication with the Private Limited Partners such as printing and 9.6)mailing costs, fees or other governmental charges levied against or payable by the Partnership. (b) The General Partner shall cause the Partnership and any other investment vehicle or separate account for which the General Partner or any costs associated with periodic meetings of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible AssetsPrivate Limited Partners. (c) All Partnership expenses paid by the Partnership will be made against appropriate supporting documentation. The General Partner will provide to UST and SIGTARP an annual budget payment by the Partnership of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year of the Partnership shall expenses will be delivered no later than thirty (30) calendar days following the Closing Date; due and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Yearpayable as billed.

Partnership Expenses. (a) Except as otherwise provided in this Agreement (including Section 6.1), The General Partner and the Partnership shall bear and be charged with the following costs and expenses of the Partnership’s operation that are reasonable and in furtherance of the business of the Partnership (the “Partnership Expenses”):Investment Adviser/Manager or their respective Affiliates will pay: (i) feesthe compensation of all professional and other employees of the Partnership, costs the General Partner or the Investment Adviser/Manager who provide services to the Partnership; (ii) except as provided in Section 3.07(b), the cost of providing support and general services to the Partnership, including, without limitation: (A) office expenses; (B) travel; (C) business development; (D) office and equipment rental; (E) bookkeeping; (F) secretarial and clerical services; (G) the development, investigation and monitoring of investments; and (H) any other administrative and overhead expenses incurred in managing, originating and monitoring investments; and (iii) all other expenses of the valuation agent Partnership not authorized to be paid by the Partnership under Section 3.07(b). (b) The Partnership will pay the following Partnership expenses: (i) all interest and expenses payable by the Partnership on any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees)indebtedness incurred by the Partnership; (ii) all ongoing legal and compliance costs of the Partnership, including costs of reporting to regulatory authorities and amounts payable to the Partners SBA under the SBIC Act, and the costs of preparing all amounts payable in connection with any Leverage commitment and distributing each Compliance Audit Reportany Outstanding Leverage; (iii) taxes payable by the Partnership to Federal, state, local and other governmental agencies; (iv) Management Compensation; (v) expenses incurred in the actual or proposed acquisition or disposition of Assets, including without limitation, accounting fees, brokerage fees, legal fees, transfer taxes and costs related to the registration or qualification for sale of Assets; (vi) legal, insurance (including any insurance as contemplated in Section 3.10(m)), accounting and auditing expenses; (vii) all expenses incurred by the Partnership in connection with commitments for or issuance of Leverage; (viii) fees or dues in connection with the membership of the Partnership in any trade association for small business investment companies or related enterprises; (ix) any syndication and similar costs; (x) any other out-of-pocket fees, costs and expenses, if any, incurred in developing, negotiating, structuring, trading, settling, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised by the General Partner or any of its Affiliates), including without limitation any financing, legal, accounting, advisory and consulting expenses in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by third parties); (iv) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually incurred in connection with actual Investments; (v) interest expense, fees, costs and other expenses arising out of all Partnership Indebtedness (including as described in the Loan Agreement); (vi) any fees, costs or expenses incurred by the General Partner in its capacity as “tax matters partner” (or similar function) as contemplated by Section 4.2(b)(xii); (vii) the costs of prosecuting or defending any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors and officers liability or other insurance or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viii) expenses of liquidating organizing the Partnership; and (ixxi) any taxes other costs of the Partnership not reimbursed by portfolio companies, including legal, auditing, consulting, financing, accounting and custodian fees and expenses; brokerage commissions and other transaction expenses; expenses associated with the Partnership’s financial statements, due diligence and other out of pocket expenses incurred in connection with transactions not consummated; insurance; other expenses associated with the acquisition, holding and disposition of portfolio investments, including extraordinary expenses (other than taxes described in Sections 3.4(e) such as litigation, if any); and 9.6)any taxes, fees or other governmental charges levied against or payable by the Partnership. (bc) The General Partner shall cause All Partnership expenses paid by the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which will be made against appropriate supporting documentation. The payment by the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year of the Partnership shall expenses will be delivered no later than thirty (30) calendar days following the Closing Date; due and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Yearpayable as billed.

Partnership Expenses. (a) Except as otherwise provided Subject to the limitations set forth in this Agreement (including Section 6.1)5.3, the Partnership shall bear and be charged with pay directly, or reimburse the following General Partner or the Partners, as the case may be, for all of the reasonable costs and expenses of the Partnership’s operation that are operations, including, without limitation, the following costs and expenses: (a) all Organization Expenses advanced or otherwise paid by the General Partner or the Partners; (b) all reasonable costs of personnel employed by the Partnership and directly involved in furtherance the Partnership’s business; (c) all compensation due to any Partner or its Affiliate; (d) all costs of personnel employed by any Partner or the General Partner or their Affiliates to the extent of their direct involvement in the business of the Partnership (provided, however, that such costs shall not include compensation to the “Partnership Expenses”): Principals); (e) all costs of borrowed money and taxes applicable to the Partnership; (f) legal, accounting, audit, brokerage, and other fees; (g) fees and expenses paid to independent contractors, mortgage bankers, real estate brokers, and other agents; (h) costs of acquiring, owning, developing, improving, operating, and disposing of Property; (i) feesexpenses incurred in connection with the alteration, costs maintenance, repair, remodeling, refurbishment, leasing and operation of Property; (j) all expenses incurred in connection with the maintenance of Partnership books and records, the preparation and dissemination of reports, financial statements, tax returns or other information to Partners and the making of Distributions to Partners; (k) expenses incurred in preparation and filing reports, returns or other information with appropriate regulatory agencies; (1) expenses of insurance as required in connection with the valuation agent and any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees); (ii) all ongoing legal and compliance costs business of the Partnership; (m) costs incurred in connection with any litigation, or any examination, investigation, or other proceedings conducted by any regulatory agency, including legal and accounting fees, in which the Partnership may become involved; (n) the actual costs of reporting to regulatory authorities goods and to materials used by or for the Partners and the Partnership; (o) costs of preparing services that could be performed directly for the Partnership by independent parties such as legal, accounting, secretarial or clerical, reporting, transfer agent, data processing and distributing each Compliance Audit Report; (iii) all out-of-pocket fees, costs and expenses, if any, incurred duplicating services but which are in developing, negotiating, structuring, trading, settling, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised fact performed by the General Partner or any of its Affiliates), including without limitation any financing, legalbut not in excess of the lesser of: (i) the actual costs to the General Partner or its Affiliates of providing such services; or (ii) the amounts which the Partnership would otherwise be required to pay to independent parties for comparable services in the same geographic locale; @) expenses of Partnership administration, accounting, advisory documentation and consulting reporting, (q) expenses in connection therewith of revising, amending, modifying, or terminating this Agreement; (to the extent not subject to any reimbursement r) reasonable travel expenses of such costs and expenses by third parties); (iv) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually incurred in connection with actual Investments; (v) interest expense, fees, costs and other expenses arising out of all Partnership Indebtedness (including as described in the Loan Agreement); (vi) any fees, costs or expenses incurred by the General Partner in its capacity as “tax matters partner” (or similar function) as contemplated by Section 4.2(b)(xii); (vii) the costs of prosecuting or defending any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors and officers liability or other insurance or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach Partner incurred in connection with the business of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viii) expenses of liquidating the Partnership; and (ixs) any taxes (other than taxes described in Sections 3.4(e) and 9.6), fees or other governmental fees and charges levied against or payable by the Partnership. ; and (bt) The General Partner shall cause all other costs and expenses incurred in connection with the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year business of the Partnership shall be delivered no later than thirty (30) calendar days following the Closing Date; and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred reasonably approved in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Yearbudgets.

Partnership Expenses. (a) Except as otherwise provided in this Agreement (including Section 6.1)Routine, recurring operating expenses exclude, without limitation, Organizational Expenses payable by the Partnership shall bear and be charged with under 5.1; the following costs and Management Fee payable by the Partnership under 5.2.2; liquidation expenses of the Partnership’s operation that are reasonable and in furtherance of the business of the Partnership (the “Partnership Expenses”): (i) fees, ; all costs and expenses of the valuation agent and any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees); (ii) all ongoing legal and compliance costs of the Partnership, including costs of reporting to regulatory authorities and to the Partners and the costs of preparing and distributing each Compliance Audit Report; (iii) all out-of-pocket fees, costs and expenses, if any, incurred in developing, negotiating, structuring, tradingacquiring, settlingclosing, monitoringholding, holding monitoring and disposing of Investments the Partnership’s investments and Temporary Investments other assets (including Investments that are whether or not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised by the General Partner or any of its Affiliatesconsummated), including without limitation any financing, legal, accounting, advisory which may include legal and consulting expenses other costs of Persons who sell or issue direct or indirect interests in the Company to the Partnership in connection therewith (to with the extent not subject to any reimbursement Partnership’s acquisition of such costs and expenses by third partiesinterests in the Company; any sales or other taxes (except as provided below); (iv) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually or government charges which may be assessed against the Partnership; commissions or brokerage fees or similar charges incurred in connection with actual Investments; the purchase or sale of securities (v) interest expense, fees, including any merger fees payable to third parties and whether or not any such purchase or sale is consummated); the costs and other expenses arising out of holding meetings or conferences with the Partners; interest expense and fees for borrowed money (if any); all Partnership Indebtedness expenses relating to litigation and threatened litigation involving the Partnership, including indemnification expenses (pursuant to 12.2); expenses attributable to normal and extraordinary investment banking, commercial banking, consulting, accounting, tax, auditing, appraisal, valuation, legal and registration services provided to the Partnership, including as described in each case services with respect to the Loan Agreement); (vi) any fees, costs proposed purchase or expenses incurred sale of securities by the General Partner in its capacity as “tax matters partner” Partnership that are not reimbursed by the issuer of such securities (whether or similar function) as contemplated by Section 4.2(b)(xiinot any such purchase or sale is consummated); (vii) ; other due diligence expenses related to the Interests and the Company; fees and expenses of independent custodians and administrators for the Partnership; the costs of prosecuting or defending organizing and maintaining any litigation (but notIntermediate Entity; travel expenses related to making and monitoring the Partnership’s investments; reasonable premiums for liability insurance to protect the Partnership, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or the Management Company, the members of the General Partner and the Management Company and any of their respective partners, members, stockholders, officers, directors, employees, shareholders, members agents or partners), directors and officers liability or other insurance or extraordinary expense or liability relating to Affiliates in connection with the affairs activities of the Partnership; provided that fees and expenses of placement agents and consultants in connection with the Partnership shall not bear Partnership’s acquisition of Interests in any Fund or direct or indirect interests in the cost of any incremental premium Company; costs and expenses associated with the purchase preparation of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viii) expenses of liquidating the Partnership’s financial statements and tax returns and any reports to the Partners; and (ix) any taxes (and all other than taxes described expenses properly chargeable to the activities of the Partnership. The expenses referred to in Sections 3.4(e) and 9.6), fees or other governmental charges levied against or payable this 5.2.1.2 shall be borne by the Partnership. (b) The General Partner shall cause the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year of the Partnership shall be delivered no later than thirty (30) calendar days following the Closing Date; and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Year.

Partnership Expenses. Organizational Expenses in an amount not to exceed thirty five thousand dollars (a$35,000.00) Except as otherwise provided in this Agreement (including Section 6.1), for the Partnership shall bear be payable from Capital Contributions; provided, however, that all such amounts pursuant to this sentence shall reduce the Capital Commitments of such Partners. The Partnership will be responsible for, and be charged with the following costs and pay, all other expenses of the Partnership’s operation that are reasonable and in furtherance of the business of the Partnership (the “Partnership Expenses”):) not required to be paid by the General Partner, including, without limitation: (i) fees(a) all expenses incurred in connection with Partnership operations, including, without limitation, all expenses incurred with the purchase, holding, sale or proposed sale of any Partnership investments including, without limitation, all travel- related expenses and all third party out-of-pocket costs and expenses of the valuation agent and any administrators, custodians, attorneyspaying agents, accountants registrars, counsel, independent accountants, and other professionals others, unless such costs or expenses are paid for by the proposed Portfolio Investment and (including audit and certification fees);b) occupancy costs for office space for the Partnership’s personnel as well as compensation for certain independent contractors engaged by the General Partner or the Management Company to work on behalf of the Partnership (ii) all ongoing legal and compliance costs incurred in connection with the preparation of the Partnership, including costs of reporting or relating to regulatory authorities and reports made to the Partners and the costs of preparing and distributing each Compliance Audit ReportPartners; (iii) all out-of-pocket feescosts related to litigation involving the Partnership, costs and expensesdirectly or indirectly, if anyincluding, without limitation, attorneys’ fees incurred in developing, negotiating, structuring, trading, settling, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised by the General Partner or any of its Affiliates), including without limitation any financing, legal, accounting, advisory and consulting expenses in connection therewith (to the extent not subject to any reimbursement of such costs and expenses by third parties)therewith; (iv) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually incurred all costs related to the Partnership’s indemnification or contribution obligations set forth in connection with actual InvestmentsSection 11; (v) interest expensethe Fund Management Fees, feesthe Acquisition Fees, costs and other expenses arising out of all Partnership Indebtedness (including as described in the Loan Agreement)Capital Event Fees; (vi) any fees, costs or expenses incurred by the General Partner in its capacity as “tax matters partner” (or similar function) as contemplated by Section 4.2(b)(xii); (vii) the costs of prosecuting or defending any litigation (but notinsurance, for the avoidance of doubtdirector and officer liability insurance, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors errors and officers liability omission insurance or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated ; (vii) all third party professional fees incurred in connection with the purchase business or management of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured partyPartnership; (viii) all expenses of liquidating the Partnership; and (ix) any taxes (other than taxes described in Sections 3.4(e) and 9.6)taxes, fees or other governmental charges levied against the Partnership and all expenses incurred in connection with any tax audit, investigation, settlement or payable by review of the Partnership. (b) The General Partner shall cause the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year of the Partnership shall be delivered no later than thirty (30) calendar days following the Closing Date; and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Year.

Partnership Expenses. (a) Except as otherwise provided in this Agreement (including Section 6.1)Agreement, the Partnership shall will bear and be charged with the following costs and expenses of the Partnership’s operation (and will promptly reimburse the General Partner or its Affiliates, as the case may be, to the extent that any of such costs and expenses are reasonable and in furtherance of the business of the Partnership paid by such entities) (the “Partnership Expenses”):), including, but not limited to:‌ (i) fees, costs and expenses of the valuation agent and any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees);placement fees;‌ (ii) all ongoing legal and compliance costs of any taxes, interest, penalties, fees or government charges that may be assessed against the Partnership, the General Partner or its Affiliates, any Feeder Fund, Parallel Vehicle, or on any assets thereof, including costs of reporting to regulatory authorities and to the Partners and the costs of preparing and distributing each Compliance Audit Reporton sales, real property or personal property taxes; (iii) all out-of-pocket fees, costs and expenses, if any, incurred in developing, negotiating, structuring, trading, settling, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed (including, without limitation, interest on and fees and expenses arising out of all money borrowed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised by Partnership, the General Partner or the Manager on behalf of the Partnership, registration expenses, commissions and finders’ fees, private placement, brokerage, custodial, travel expenses, legal and other fees) incurred in connection with: acquiring, bidding on, organizing negotiating, holding, restructuring, restructuring, consummating, financing, managing owning, operating, hedging, monitoring, valuing winding up, liquidating, taking public or private, and disposing of investments (including any of its Affiliatesassociated legal, financing, commitment, transaction or other costs payable to attorneys, accountants, tax professionals, investment bankers, lenders, expert networks, third-party due diligence software and service providers (including certain subscriptions to databases and/or research services), including without limitation any financing, legal, accounting, advisory consultants and consulting expenses similar professionals in connection therewith (and any costs related to the extent not subject transactions that may have been offered to any reimbursement Co-Investors) or other investments in Portfolio Companies or prospective Portfolio Companies, regardless of such costs whether consummated or successful and including all related expenses by third parties)incurred while performing due diligence; (iv) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually incurred in connection with actual Investmentsthe Management Fee; (v) interest expense, fees, costs and other expenses arising out of all Partnership Indebtedness (including as described in the Loan Agreement)Organizational Expenses; (vi) any fees, costs or expenses incurred by the General Partner in its capacity as “tax matters partner” (or similar function) as contemplated by Section 4.2(b)(xii)Broken Deal Expenses; (vii) the costs of prosecuting indebtedness of, or defending guarantees made by, seeking to put in place any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors and officers liability or other insurance or extraordinary expense or liability relating to the affairs of such indebtedness the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viii) expenses of liquidating the Partnership; and (ix) any taxes (other than taxes described in Sections 3.4(e) and 9.6), fees or other governmental charges levied against or payable by the Partnership. (b) The General Partner shall cause the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source on behalf of investments that invests in Eligible Assets in which the Partnership has also invested (including any credit facility, letter of credit or similar credit support), including the repayment of principal and interest with respect thereto, or seeking to share proportionately put in place any such indebtedness or guarantee; (viii) break-up, reverse break-up, termination and other similar fees and expenses; other due diligence expenses (such as market diligence and background checks) with respect to actual or proposed investments, whether or not consummated, including travel expenses; (ix) fees, costs and expenses incurred in complying with tax withholding and other information reporting regimes; (x) expenses incurred in connection with the protection of intellectual property; expenses attributable to consulting services provided to the Partnership; fees and expenses (including legal and accounting) in connection with any restructuring of the Partnership, the General Partner or any Alternative Investment Vehicle; (xi) legal costs, expenses and other expenses related to their compliance with Alternative Investment Fund Managers Directive (“AIFMD”) and any local laws, rules, regulations, decrees and other order and judgments of general applicability of any non-U.S. jurisdictional expenses relating to any litigation, investigation, proceeding or audit, and any threatened or otherwise anticipated litigation, alternative dispute process, investigation, proceedings or audit involving the Partnership, the General Partner or the Manager related to the business or activities of the Partnership, but, with respect to such expenses relating to such actual or threatened litigation, investigations, proceedings or audits involving the General Partner or the Manager, only to the extent that the General Partner or Manager, as applicable, would be entitled to indemnification for such expenses;‌ (xii) expenses attributable to legal, consulting, banking, custodial, financing (including commitment and origination costs), bookkeeping, auditing and accounting services provided to the Partnership (including, without limitation, fees paid to any administrator and expenses associated with the preparation and distribution of Partnership financial statements, reports to the Partners, tax returns and Schedule K-1s and costs associated with compliance with any anti-money laundering, privacy, data protection, anti-terrorism or environmental, social or governance laws and regulations, sanctions and any third-party administrator and administration, tracking or reporting software of the Fund); (xiii) expenses incurred by the General Partner in serving as the Partnership Representative; (xiv) premiums and other costs (including costs related to any retention or deductibles) and broker fees, costs and commissions for liability insurance (including, without limitation, cybersecurity insurance) obtained by the Partnership to protect the Partnership, the General Partner, any Key Person, the Manager, the Advisory Committee, the members and partners of the General Partner or the Manager, and/or the directors, officers, employees or agents of the General Partner or the Manager from losses attributable to the activities and investments of the Partnership; (xv) developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, computer software (including accounting, investor reporting and ledger systems) or other administrative, valuation information gathering or reporting tools (including subscription-based services) for the benefit of the Partnership or the Limited Partners; (xvi) any activities with respect to protecting the confidential or non- public nature of any information or data, including confidential information (including any costs incurred in connection with the European Union’s General Data Protection Regulation or FOIA); (xvii) market data costs; (xviii) research-related expenses, including, news and quotation equipment, software and services and attending conferences and related travel expenses; (xix) indemnification expenses; (xx) all out-of-pocket fees and expenses incurred by the Partnership, the General Partner, the Manager or the General Partner’s or the Manager’s respective investments partners, members, managers, officers and employees (without duplication) relating to investment and disposition opportunities for the Partnership not consummated (including, without limitation and whether internally prepared or outsourced, legal, accounting, auditing, consulting, advisory, travel and other fees and expenses); (xxi) expenses incurred in connection with the managed distribution of marketable securities; (xxii) all expenses of any Alternative Investment Vehicle not borne by such Eligible Assets on Alternative Investment Vehicle or the basis applicable Alternative Investment Vehicle’s partners; (xxiii) termination, winding up, liquidation and dissolution expenses of capital invested the Partnership and any legal entities owned directly or indirectly by the Partnership, including Portfolio Companies; (xxiv) expenses incurred in connection with communications with Limited Partners, including annual or other meetings of the Partners, whether individually or as a group (including guest speakers and travel); (xxv) communications, marketing and publicity, in each case to the extent incurred in connection with any investment or Portfolio Company; (xxvi) defaults by Partners in the payment of any Capital Contribution; (xxvii) any expenses related to the formation and operation of any Feeder (xxviii) all expenses of the Advisory Committee, unless the General Partner elects to pay such Eligible Assetsexpesnes (including travel expenses, lodging and meals); (xxix) expenses incurred related to audits of the Partnership, the General Partner or any Feeder Fund conducted by regulatory bodies, including but not limited to the cost of completing Internal Revenue Service audits and fees incurred for assistance in responding to such audits; (xxx) brokerage, custodian, depositary (including a depositary appointed pursuant to the AIFMD), sale, trustee, record keeping, account and other similar services; fees and expenses incurred in maintaining appropriate security (including, without limitation, cybersecurity measures); (xxxi) all costs and expenses relating to compliance with applicable law, including costs and expenses in connection with custody, security counts and compliance with rules and regulations promulgated under the Advisers Act, as amended relating to custody of assets; all other expenses incurred to meet and remain compliant with any and all objectives and/or requirements of the Partnership, any Subscription Agreement or any side letter; (xxxii) making distributions to the Partners; (xxxiii) gifts or mementos given to Limited Partners, Portfolio Company management or personnel and/or other Partnership constituents in connection with any meeting, conference or event; (xxxiv) unreimbursed costs incurred in connection with any transfer or proposed transfer of a Limited Partner’s interest in the Partnership, any Limited Partner’s name change, internal restructuring or change in registered agent or custodian; (xxxv) all costs and expenses incurred relating to filing, printing, mailing, courier, title, transfer survey, registration and other similar costs; and all other ordinary operating expenses, or non-recurring or extraordinary expenses attributable to the activities and operations of the Partnership; and (xxxvi) and all other expenses that are incurred by a Sponsor Group member in connection with operating the Partnership, or performing the duties of the General Partner under this Agreement, other than (i) ordinary and usual office overhead of the Partnership or any member of the Sponsor Group, and (ii) compensation of the employees of any member of the Sponsor Group. (b) For avoidance of doubt, any travel expenses described in Sections 6.6(a)(i)- modes of transportation), meals and related expenses, and may include expenses associated with the use of private aircraft, business-class or first-class travel; provided that the portion of the cost of private aircraft in excess of the cost of first-class commercial air travel (as determined in good faith by the General Partner) shall not be included as Organizational Expenses (and shall not be borne by the Partnership).The General Partner reserves the right to delegate to third parties Partnership accounting, reporting or similar administrative functions and the fees and expenses of such third parties will be paid by the Partnership. (c) The aggregate amount of Organizational Expenses borne by the Partnership and any Parallel Vehicles shall not exceed $1,000,000 (the “Organizational Expense Limit”). To the extent the Partnership or Limited Partners are required to pay any placement agent fees or any Organizational Expenses in excess of the Organizational Expense Limit or 1% of the aggregate Capital Commitments of the Partners, such amounts will be treated as Organizational Expenses for purposes hereof, but the Management Fee otherwise payable will be reduced by 100% of the Limited Partners’ share of such amount.‌ (d) Partnership Expenses may be allocated against items of Investment Proceeds in a manner reasonably determined by the General Partner. Partners may be required to make Capital Contributions to the extent of their Unpaid Capital Commitments for the payment of such Partnership Expenses to the extent the Partnership does not have sufficient funds to pay such expenses. The General Partner will provide also may cause the Partnership to UST and SIGTARP an annual budget of borrow funds to pay Partnership Expenses for pursuant to Section 4.2(c). (e) The General Partner and the Manager may, each Fiscal Year no later than thirty (30) calendar days prior in its sole discretion, pay a portion of the Management Fee, Carried Interest, and/or any other fees to which the beginning of such Fiscal Year; provided that General Partner or the budget of Manager, as the case may be, is entitled to receive under this Agreement to one or more sub-advisers pursuant to a sub-adviser agreement. Out-of-pocket Partnership Expenses for associated with completed transactions may be reimbursed by the first Fiscal Year seller or the Portfolio Company or capitalized as part of the Partnership shall be delivered no later than thirty acquisition price of the transaction. (30f) calendar days following the Closing Date; and providedThe General Partner may withhold on a pro rata basis from any distributions amounts necessary to create, furtherin its sole discretion exercised in good faith, that appropriate reserves for the avoidance of doubtexpenses (including, without limitation, the Partnership shall bear all Partnership ExpensesManagement Fee) and liabilities, even if contingent or otherwise, of the actual Partnership Expenses incurred in Partnership, as well as for any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Yearrequired tax withholdings.

Partnership Expenses. (a) Except as otherwise provided Subject to the limitations set forth in this Agreement (including Section 6.1)5.3, the Partnership shall bear and be charged with pay directly, or reimburse the following General Partner or the Partners, as the case may be, for all of the reasonable costs and expenses of the Partnership’s operation that are operations, including, without limitation, the following costs and expenses: (a) all Organization Expenses advanced or otherwise paid by the General Partner or the Partners; (b) all reasonable costs of personnel employed by the Partnership and directly involved in furtherance the Partnership’s business; (c) all compensation due to any Partner or its Affiliate; (d) all costs of personnel employed by any Partner or the General Partner or their Affiliates to the extent of their direct involvement in the business of the Partnership (provided, however, that such costs shall not include compensation to the “Partnership Expenses”): Principals); (e) all costs of borrowed money and taxes applicable to the Partnership; (f) legal, accounting, audit, brokerage, and other fees; (g) fees and expenses paid to independent contractors, mortgage bankers, real estate brokers, and other agents; (h) costs of acquiring, owning, developing, improving, operating, and disposing of Property; (i) feesexpenses incurred in connection with the alteration, costs maintenance, repair, remodeling, refurbishment, leasing and operation of Property; (i) all expenses incurred in connection with the maintenance of Partnership books and records, the preparation and dissemination of reports, financial statements, tax returns or other information to Partners and the making of Distributions to Partners; (k) expenses incurred in preparation and filing reports, returns or other information with appropriate regulatory agencies; (I) expenses of insurance as required in connection with the valuation agent and any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees); (ii) all ongoing legal and compliance costs business of the Partnership; (m) costs incurred in connection with any litigation, or any examination, investigation, or other proceedings conducted by any regulatory agency, including legal and accounting fees, in which the Partnership may become involved; (n) the actual costs of reporting to regulatory authorities goods and to materials used by or for the Partners and Partnership; (o) the costs of preparing services that could be performed directly for the Partnership by independent parties such as legal, accounting, secretarial or clerical, reporting, transfer agent, data processing and distributing each Compliance Audit Report; (iii) all out-of-pocket fees, costs and expenses, if any, incurred duplicating services but which are in developing, negotiating, structuring, trading, settling, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised fact performed by the General Partner or any of its Affiliates), including without limitation any financing, legalbut not in excess of the lesser of: (i) the actual costs to the General Partner or its Affiliates of providing such services; or (ii) the amounts which the Partnership would otherwise be required to pay to independent parties for comparable services in the same geographic locale; (p) expenses of Partnership administration, accounting, advisory documentation and consulting reporting, (q) expenses in connection therewith of revising, amending, modifying, or terminating this Agreement; (to the extent not subject to any reimbursement r) reasonable travel expenses of such costs and expenses by third parties); (iv) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually incurred in connection with actual Investments; (v) interest expense, fees, costs and other expenses arising out of all Partnership Indebtedness (including as described in the Loan Agreement); (vi) any fees, costs or expenses incurred by the General Partner in its capacity as “tax matters partner” (or similar function) as contemplated by Section 4.2(b)(xii); (vii) the costs of prosecuting or defending any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors and officers liability or other insurance or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach Partner incurred in connection with the business of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viii) expenses of liquidating the Partnership; and (ixs) any taxes (other than taxes described in Sections 3.4(e) and 9.6), fees or other governmental fees and charges levied against or payable by the Partnership. ; and (bt) The General Partner shall cause all other costs and expenses incurred in connection with the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year business of the Partnership shall be delivered no later than thirty (30) calendar days following the Closing Date; and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred reasonably approved in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Yearbudgets.

Partnership Expenses. All expenses incurred by the Partnership, including Acquisition Expenses, which are separately charged directly to the Partnership, rather than to the General Partner or its Affiliates, and are approved by the General Partner, shall be an obligation of the Partnership and shall be paid directly by the Partnership. In addition, the Partnership shall reimburse the General Partner and its Affiliates for expenses incurred by them for, or on behalf of, the Partnership as provided in the following provisions of this Section 9.07. (ai) Except as otherwise expressly provided in this Agreement Section 9.06, expenses incurred in connection with the duties of the General Partner and its Affiliates set forth in Section 9.01 shall not be included in the fees set forth in Section 9.06, but shall be charged separately to the Partnership by the General Partner or its Affiliates performing those duties for reimbursement to the extent the reimbursement is permitted under subsections (including Section 6.1ii), the Partnership shall bear (iii) and be charged with the following costs and expenses (iv) of the Partnership’s operation that are reasonable and in furtherance of the business of the Partnership (the “Partnership Expenses”): (i) feesthis Section 9.07, costs and expenses of the valuation agent and any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees);below. (ii) all ongoing legal The General Partner and compliance its Affiliates shall be reimbursed by the Partnership for direct costs of goods and services obtained by them from independent third-parties that are used for, or by, the Partnership, including costs of reporting to regulatory authorities and Acquisition Expenses, but are separately charged to the Partners General Partner or its Affiliates and are not expressly included in the costs of preparing and distributing each Compliance Audit Report;fees set forth in Section 9.06. (iii) all Except as provided in subsection (iv) of this Section 9.07, the General Partner and its Affiliates shall be reimbursed by the Partnership for the expenses of administrative services provided by them to the Partnership, including Acquisition Expenses and out-of-pocket fees, costs and expenses, if anyallocated expenses, and personnel expenses (other than personnel expenses allocated to the Controlling Persons of the General Partner) incurred in developingconnection with the management of the Fund’s Real Estate Investments, negotiatingwhich are reasonably necessary, structuringconvenient or advisable, tradingin the sole discretion of the General Partner, settlingto the prudent operation of the Partnership, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated expressly included in the fees set forth in Section 9.06, provided that the reimbursements shall not exceed the lesser of: (a) its, or closed unless their, actual cost for those administrative services; or (xb) such feesthe amount the Partnership would be required to pay to non-Affiliates for comparable administrative services in the same geographic location; provided further, costs that there shall be no reimbursement for those administrative services if the General Partner or any Affiliate is entitled to compensation in the form of a separate fee or reimbursement for those administrative services under any other provision of Section 9.06 or this Section 9.07. (iv) The General Partner and expenses have been its Affiliates shall not be reimbursed by a third party the Partnership for amounts expended by them with respect to their rent, personnel, depreciation, utilities, capital equipment, or similar overhead or administrative items that relate primarily to the activities of the General Partner or its Affiliates, rather than the activities of the Partnership. Subject to the foregoing, items that may be reimbursed to the General Partner and its Affiliates under subsection (yiii) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised of this Section 9.07, include expenses for telephone, postage, travel, meals and lodging and similar expense items incurred by the General Partner or any of its Affiliates), including without limitation any financing, legal, accounting, advisory and consulting expenses Affiliates in connection therewith (performing their duties to the extent not Partnership as set forth in Section 9.01, subject to any reimbursement of such costs and expenses by third parties); subsection (ivi) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually incurred in connection with actual Investments; (v) interest expense, fees, costs and other expenses arising out of all Partnership Indebtedness (including as described in the Loan Agreement); (vi) any fees, costs or expenses incurred by the General Partner in its capacity as “tax matters partner” (or similar function) as contemplated by Section 4.2(b)(xii); (vii) the costs of prosecuting or defending any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors and officers liability or other insurance or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viii) expenses of liquidating the Partnership; and (ix) any taxes (other than taxes described in Sections 3.4(e) and 9.6), fees or other governmental charges levied against or payable by the PartnershipSection 9.07. (b) The General Partner shall cause the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year of the Partnership shall be delivered no later than thirty (30) calendar days following the Closing Date; and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Year.

Partnership Expenses. (a) Except The Partnership shall bear and be responsible for all expenses of the Partnership and all expenses of the General Partner in connection with performing its duties hereunder except for expenses that are to be borne by the General Partner or its Affiliates as otherwise provided in this Section 3.2(a) or are to be borne by the Manager pursuant to the Management Agreement (including Section 6.1such expenses, the “Partnership Expenses”). In the event any Partnership Expenses are advanced by the General Partner, the Manager, its Affiliates or any other delegee of the General Partner, the Partnership shall reimburse such Person therefor. Without limiting the generality of the foregoing, the Partnership shall bear and be charged with the following costs and expenses of the Partnership’s operation that are reasonable and in furtherance of the business of the Partnership (the “Partnership Expenses”):: (i) all Organizational Expenses (not including finders fees, costs and expenses selling commissions, fees of Selling Agents or lobbying expenses) to the extent that they are equal to or less than 0.5% of the valuation agent and any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees)aggregate Capital Commitments of the Partners; (ii) all ongoing legal finders fees, selling commissions, fees of Selling Agents and compliance lobbying expenses; (iii) third party and out-of-pocket costs and expenses connected with monitoring, advising, assisting, reviewing, or otherwise participating in the management or control of Portfolio Companies, including legal, accounting, engineering, scientific and consulting costs and travel expenses; (iv) all costs and expenses incurred in the structuring, arranging, negotiating and closing of any investment (regardless of whether such transaction is consummated) and all costs and expenses that directly relate to the holding, restructuring, refinancing or disposition of any Partnership investment including legal, accounting, engineering, scientific and consulting costs, travel expenses, expenses of advisors and due diligence costs; (v) costs of maintaining the accounting records of the Partnership, including independent audits of the Partnership’s accounting records; (vi) fees and expenses of custodians, outside counsel and similar advisers; (vii) costs of reporting preparing, filing, and distributing reports to regulatory authorities Limited Partners, taxing authorities, and government agencies; (viii) premiums on insurance policies insuring the Partnership, its personnel (including General Partner and/or Manager personnel that act on behalf of the Partnership) and/or the Partnership’s assets; (ix) fees and expenses of any appraiser, accounting firm, or other expert appointed by the General Partner to determine the value of any Securities or other assets of or interests in the Partnership; (x) costs of compliance with federal or state law, including costs of maintaining the legal existence and good standing of the Partnership in the jurisdictions in which it is organized and in which it conducts business; (xi) taxes and other governmental charges applicable to the Partners Partnership and its operations; (xii) banking and brokerage expenses including brokerage commissions on Temporary Investments; (xiii) costs and expenses relating to the acquisition and disposition of securities that are registered under Section 12 of the Securities Exchange Act of 1934 as amended; (xiv) all costs and expenses incurred in the structuring, arranging, negotiation and closing of any Temporary Investment or Portfolio Investment (regardless of whether such transaction is consummated), and all costs and expenses that directly relate to the holding, restructuring, refinancing or disposition of any Temporary Investment or Portfolio Investment regardless of whether the Partnership completes these transactions (as applicable), including, in each case, legal, accounting, engineering, scientific and consulting costs, travel expenses, expenses of advisors and due diligence costs; (xv) interest charges due on amounts borrowed; (xvi) reasonable out-of-pocket costs relating to any meetings of the Limited Partner Committee (including the costs of preparing and distributing each Compliance Audit Report; (iii) the reimbursement of all out-of-pocket fees, costs and expenses, if any, expenses reasonably incurred in developing, negotiating, structuring, trading, settling, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated or closed unless (x) such fees, costs and expenses have been reimbursed by a third party or (y) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised by the General members of the Limited Partner or any of its Affiliates), including without limitation any financing, legal, accounting, advisory and consulting expenses Committee in connection therewith (to with attending any meetings of the extent not subject to any reimbursement of such costs and expenses by third partiesLimited Partner Committee); (ivxvii) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees third party costs and expenses actually incurred in connection with actual Investments; that directly relate to the evaluation by such third party of any Portfolio Investment (v) interest expense, fees, costs and other expenses arising out regardless of all Partnership Indebtedness (including as described in the Loan Agreementwhether such transaction is consummated); (vixviii) any feesthe Management Fee; and (xix) without duplication, all costs or and expenses incurred by of the Partnership and the General Partner in its capacity connection with this Agreement (such as “tax costs of litigation and the matters partner” (or similar function) as contemplated by that are the subject of indemnification pursuant to Section 4.2(b)(xii); (vii) 3.7 and the costs of prosecuting or defending any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors winding-up and officers liability or other insurance or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viii) expenses of liquidating the Partnership; and (ix) any taxes (other than taxes described in Sections 3.4(e) and 9.6), fees or other governmental charges levied against or payable by the Partnership. (b) The General Partner shall cause the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year of the Partnership shall be delivered no later than thirty (30) calendar days following the Closing Date; and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Year.

Partnership Expenses. All expenses incurred by the Partnership, including Acquisition Expenses, which are separately charged directly to the Partnership, rather than to the General Partner or its Affiliates, and are approved by the General Partner, shall be an obligation of the Partnership and shall be paid directly by the Partnership. In addition, the Partnership shall reimburse the General Partner and its Affiliates for expenses incurred by them for, or on behalf of, the Partnership as provided in the following provisions of this Section 9.07: (ai) Except as otherwise expressly provided in this Agreement Section 9.06, expenses incurred in connection with the duties of the General Partner and its Affiliates set forth in Section 9.01 shall not be included in the fees set forth in Section 9.06, but shall be charged by the General Partner or its Affiliates performing those duties separately to the Partnership for reimbursement to the extent the reimbursement is permitted under subsections (including Section 6.1ii), the Partnership shall bear (iii) and be charged with the following costs and expenses (iv) of the Partnership’s operation that are reasonable and in furtherance of the business of the Partnership (the “Partnership Expenses”): (i) feesthis Section 9.07, costs and expenses of the valuation agent and any administrators, custodians, attorneys, accountants and other professionals (including audit and certification fees);below. (ii) all ongoing legal The General Partner and compliance its Affiliates shall be reimbursed by the Partnership for the actual direct costs of goods and services obtained by them from independent third-parties that are used for, or by, the Partnership, including costs of reporting to regulatory authorities and Acquisition Expenses, but are separately charged to the Partners General Partner or its Affiliates and are not expressly included in the costs of preparing and distributing each Compliance Audit Report;fees set forth in Section 9.06. (iii) all Except as provided in subsection (iv) of this Section 9.07, below, the General Partner and its Affiliates shall be reimbursed by the Partnership for the expenses of administrative services provided by them to the Partnership, including Acquisition Expenses and out-of-pocket fees, costs and expenses, if anyallocated expenses, and personnel expenses (other than personnel expenses allocated to the Controlling Persons of the General Partner or its Affiliates) incurred in developingconnection with the management of the Fund’s Real Estate Investments, negotiatingwhich are reasonably necessary, structuringconvenient or advisable, tradingin the sole discretion of the General Partner, settlingto the prudent operation of the Partnership, monitoring, holding and disposing of Investments and Temporary Investments (including Investments that are not ultimately consummated expressly included in the fees set forth in Section 9.06, provided that the reimbursements shall not exceed the lesser of: (a) its, or closed unless their, actual cost for those administrative services; or (xb) such feesthe amount the Partnership would be required to pay to non-Affiliates for comparable administrative services in the same geographic location; provided further, costs that there shall be no reimbursement for those administrative services if the General Partner or any Affiliate is entitled to compensation in the form of a separate fee or reimbursement for those administrative services under any other provision of Section 9.06 or this Section 9.07. (iv) The General Partner and expenses have been its Affiliates shall not be reimbursed by a third party the Partnership for amounts expended by them with respect to their rent, personnel, depreciation, utilities, capital equipment, or similar overhead or administrative items that relate primarily to the activities of the General Partner or its Affiliates, rather than the activities of the Partnership. Subject to the foregoing, items that may be reimbursed to the General Partner and its Affiliates under subsection (yiii) the potential Investment is ultimately made by another investment vehicle or managed account managed or advised of this Section 9.07, above, include expenses for telephone, postage, travel, meals and lodging and similar expense items incurred by the General Partner or any of its Affiliates), including without limitation any financing, legal, accounting, advisory and consulting expenses Affiliates in connection therewith (performing their duties to the extent not Partnership as set forth in Section 9.01, subject to any reimbursement of such costs and expenses by third parties); subsection (ivi) brokerage commissions, custodial expenses, other bank service fees, appraisal expenses and other investment costs, fees and expenses actually incurred in connection with actual Investments; (v) interest expense, fees, costs and other expenses arising out of all Partnership Indebtedness (including as described in the Loan Agreement); (vi) any fees, costs or expenses incurred by the General Partner in its capacity as “tax matters partner” (or similar function) as contemplated by Section 4.2(b)(xii); (vii) the costs of prosecuting or defending any litigation (but not, for the avoidance of doubt, any losses incurred by the General Partner, its Affiliates or any of their respective officers, directors, employees, shareholders, members or partners), directors and officers liability or other insurance or extraordinary expense or liability relating to the affairs of the Partnership; provided that the Partnership shall not bear the cost of any incremental premium associated with the purchase of insurance designed to insure the General Partner or any other Person for any liability resulting from fraud, bad faith, willful misconduct, breach of fiduciary duty, gross negligence, a violation of applicable securities laws, conduct that is the subject of a criminal proceeding where the insured party had no reasonable basis to believe that such conduct was lawful or a willful and material breach of this Agreement by such insured party; (viii) expenses of liquidating the Partnership; and (ix) any taxes (other than taxes described in Sections 3.4(e) and 9.6), fees or other governmental charges levied against or payable by the PartnershipSection 9.07. (b) The General Partner shall cause the Partnership and any other investment vehicle or separate account for which the General Partner or any of its Affiliates acts as the manager, advisor or primary source of investments that invests in Eligible Assets in which the Partnership has also invested to share proportionately in expenses related to their respective investments in such Eligible Assets on the basis of capital invested in such Eligible Assets. (c) The General Partner will provide to UST and SIGTARP an annual budget of Partnership Expenses for each Fiscal Year no later than thirty (30) calendar days prior to the beginning of such Fiscal Year; provided that the budget of Partnership Expenses for the first Fiscal Year of the Partnership shall be delivered no later than thirty (30) calendar days following the Closing Date; and provided, further, that for the avoidance of doubt, the Partnership shall bear all Partnership Expenses, even if the actual Partnership Expenses incurred in any Fiscal Year exceed the budgeted Partnership Expenses for such Fiscal Year.