EFTA01451679.pdf

SOF III -1081 Southern Financial LIS (b) Subsequent Capital Contribution. Upon an increase of any Partner's Commitment in accordance with Sections 5.7(c) or 10.2, such Partner shall make an additional Capital Contribution to the Fund equal to 0.01% of the increase in such Partner's Commitment. (c) Special Limited Partner Capital Contribution. The Special Limited Partner shall make capital contributions to the Fund from time to time so that the aggregate amount of capital contributions made by the Special Limited Partner pursuant to this Section 5.1(c) is at least equal to one-seventh of the aggregate Capital Contributions of the other Limited Partners (other than any Executive Fund Partner) (the "Special Limited Partner Capital Contribution"). (d) Currency. Interest and Repayment. Capital Contributions shall be denominated and made in U.S. dollars. No interest shall be paid or payable by the Fund upon any Capital Contribution. Except as specifically provided elsewhere in this Agreement, the Fund shall return Capital Contributions only on the dissolution and winding up of the Fund. 5.2 Commitments. The Fund and any Parallel Fund are seeking aggregate commitments totalling $1 billion. The General Partner reserves the right in its sole discretion to accept commitments less than or in excess of this amount. The General Partner's Commitment shall equal at least $10,000 and, on and from the Final Admission Date, the Special Limited Partner's Commitment shall equal at least $10,000. 5.3 Loans. Loans shall be denominated and drawn down in U.S. dollars. No interest shall be paid or payable by the Fund upon any Loans advanced to the Fund by the Partners. Loans shall be repaid or returned, as appropriate, as provided in Sections 3.4, 5.5, 6.2 and 10.2 and subject to the provisions of Sections 5.7 and 11.2. 5.4 Loan Advances. Except as otherwise provided in this Agreement, Loans shall be advanced in separate Drawdowns in amounts determined pursuant to the terms of Section 5.4(d), subject to the following terms and conditions: (a) Timing ofDrawdown Notices: Use of Drawdowns. Unless otherwise agreed in writing by the relevant Partner, the General Partner shall provide each Partner with a notice of each Drawdown (a "Drawdown Notice") at least 12 Business Days prior to the date on which such Drawdown is due and payable (the "Drawdown Date"), provided that in the case of a Drawdown in connection with a Closing, the General Partner may provide a Drawdown Notice to the Limited Partners admitted at such Closing as few as five Business Days prior to the Drawdown Date. Each Drawdown may be used for any purpose authorised or contemplated by this Agreement. (b) Contents ofDrawdown Notices. In the case of a Drawdown to be used to make a Portfolio Investment, the relevant Drawdown Notice shall include (if applicable 50 50496$304v01 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108424 CONFIDENTIAL SDNY GM_00254808 EFTA01451679