Management Fee Make-Up Contribution

The General Partner agrees that the amount of the Management Fees payable by the Investor pursuant to Section 2.7(c) of the Partnership Agreement shall be an amount equal to the product of (i) 2.0% of such Partner’s Commitment accepted by the Partnership on such Subsequent Closing Date and (ii) a fraction the numerator of which is the number of days from and including the Initial Closing Date but excluding the January 1, April 1, July 1 or October 1 following such Subsequent Closing Date, whichever shall occur first, and the denominator of which is 366 (such amount, the “Management Fee Make-Up Contribution”), plus an amount computed in the same manner as interest on such Management Fee Make-Up Contribution calculated from the Initial Closing Date through the Subsequent Closing Date at the Prime Rate plus 2% (such interest amount, the “Management Fee Make-Up Payment”)