Common use of General Partner Clawback Clause in Contracts

General Partner Clawback. (a) If as of the Clawback Determination Date, distributions of Carried Interest to the General Partner have been made with respect to any Limited Partner (other than a Defaulting Limited Partner) and the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner exceeds 20% of the sum of (I) the Cumulative Net Distributions with respect to such Limited Partner and (II) the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner (such excess amount being the “Excess 20% Amount”), determined after giving effect to all transactions through the Clawback Determination Date, then the General Partner shall be obligated to return promptly to the Partnership the Clawback Amount with respect to such Limited Partner. The payment of such amount to the Partnership shall constitute full satisfaction by the General Partner of its obligations (the “Clawback Obligation”) under this Section 9.4 in respect of such Limited Partner. The Partnership shall distribute any amount so returned to such Limited Partner. Payments pursuant to this Section 9.4(a) may be made by or on behalf of the General Partner either in cash or, at the election of the General Partner, by the return of securities previously distributed to the General Partner by the Partnership valued at their Fair Market Value at the time returned to the Partnership. (b) If a successor general partner acquires the General Partner’s interest in the Partnership pursuant to Section 8.1(d), the General Partner shall pay to the Partnership on the date of sale of its interest to the successor general partner pursuant to Section 8.1(d), for distribution to the Limited Partners entitled thereto, an amount equal to the aggregate amount that would be payable pursuant to Section 9.4(a) on such date as if such date were the Clawback Determination Date, determined on the assumption that all remaining Investments were sold for their Fair Market Values determined pursuant to Section 4.7 and the proceeds therefrom were distributed to the Partners. The payment of such amount to the Partnership shall constitute full satisfaction by the General Partner of its Clawback Obligation under this Section 9.4. The Giveback Obligation of a successor general partner under this Section 9.4 shall be calculated as if the Partnership had made all remaining Investments, at a purchase price equal to their Fair Market Values determined pursuant to Section 4.7, on the date of the successor general partner’s admission to the Partnership. (c) If a Limited Partner withdraws pursuant to Section 8.6, the General Partner shall pay to the Partnership on the date of such withdrawal, for distribution to such Limited Partner, an amount equal to the aggregate amount that would be payable pursuant to Section 9.4(a) on such date as if such date were the Clawback Determination Date, determined on the assumption that all remaining Investments were sold for their valuations determined pursuant to Section 4.7 and the proceeds therefrom were distributed to the Partners. The payment of such amount to the Partnership shall constitute full satisfaction by the General Partner of its obligations under this Section 9.4 with respect to such Limited Partner.

General Partner Clawback. (a) If as Upon the completion of the Clawback Determination Date, distributions of Carried Interest to the General Partner have been made with respect to any Limited Partner (other than a Defaulting Limited Partner) and the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner exceeds 20% winding-up of the sum of (I) the Cumulative Net Distributions with respect Partnership, immediately prior to such Limited Partner and (II) the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner (such excess amount being the “Excess 20% Amount”), determined after giving effect to all transactions through the Clawback Determination Date, then the General Partner shall be obligated to return promptly to the Partnership the Clawback Amount with respect to such Limited Partner. The payment of such amount to the Partnership shall constitute full satisfaction by the General Partner of its obligations (the “Clawback Obligation”) under this Section 9.4 in respect of such Limited Partner. The Partnership shall distribute effecting any amount so returned to such Limited Partner. Payments pursuant to this Section 9.4(a) may be made by or on behalf extension of the General Partner either in cash or, at the election term of the General Partner, by the return of securities previously distributed to the General Partner by the Partnership valued at their Fair Market Value at the time returned to the Partnership. (b) If a successor general partner acquires the General Partner’s interest in the Partnership pursuant to Section 8.1(d)10.3, and at any time when the Partners are required to return distributions to the Partnership pursuant to Section 5.5, the General Partner shall pay will be required to repay to the Partnership on the date of sale of its interest to the successor general partner pursuant to Section 8.1(d)Partnership, for distribution to the Limited Partners entitled thereto, an amount equal (including to the aggregate amount that would be General Partner in its capacity as a Limited Partner) Any amounts payable pursuant to Section 9.4(a) on such date as if such date were the Clawback Determination Date, determined on the assumption that all remaining Investments were sold for their Fair Market Values determined pursuant to Section 4.7 and the proceeds therefrom were distributed to the Partners. The payment of such amount to the Partnership shall constitute full satisfaction by the General Partner of its Clawback Obligation under pursuant to this Section 9.45.4 shall be paid by the General Partner that such repayment is due and shall be paid to each Limited Partner in proportion to the amount of any insufficiency described in clause guaranteed by (i) hereof or any excess described in clause (ii) hereof which is borne by such Limited Partner. The Giveback Obligation repayment obligations of a successor general partner under the General Partner pursuant to this Section 9.4 5.4 shall (a) be paid in cash for any amounts being returned with respect to all amounts of Carried Interest previously distributed to the General Partner in cash; provided, however, the General Partner may return non-cash distributions of Carried Interest such that the amount of non-cash distributions returned to the Partnership is proportionate to the non-cash distributions of Carried Interest which have been received by the General Partner as of such date; and (b) be provided, however, that nothing herein shall cause to have any greater payment obligations than would otherwise be due and payable pursuant to this Section 5.4. For the avoidance of doubt, in the event of any return of non-cash distributions pursuant to this Section 5.4 or Section 5.5, the value of such non-cash distributions shall be calculated deemed to be the fair market value of such non-cash distributions, as if determined by the Partnership had made all remaining Investments, at a purchase price equal to their Fair Market Values determined pursuant to Section 4.7General Partner, on the date of the successor general partner’s admission such distributions’ return to the Partnership. (c) If a Limited Partner withdraws . In the event the Partners are required to return distributions to the Partnership pursuant to Section 8.65.5 hereof, the General Partner shall pay determine if it is necessary for the General Partner to return any distributions of Carried Interest pursuant to this Section 5.4 after taking into account the Partnership on the date return of such withdrawal, for distribution to such Limited Partner, an amount equal to the aggregate amount that would be payable distributions pursuant to Section 9.4(a) on such date as if such date were the Clawback Determination Date, determined on the assumption that all remaining Investments were sold for their valuations determined pursuant to 5.5. This Section 4.7 and the proceeds therefrom were distributed to the Partners. The payment 5.4 shall survive any termination of such amount to the Partnership shall constitute full satisfaction by the General Partner of its obligations under this Section 9.4 with respect to such Limited PartnerAgreement.

General Partner Clawback. (a) If as of the Final Clawback Determination Date, distributions of Carried Interest to the General Partner have been made with respect to any non-Defaulting Limited Partner (other than a Defaulting Limited Partner) and the aggregate distributions of Carried Interest to the General Partner with respect to such any Limited Partner minus any Interim General Partner Clawback Amount with respect to any Limited Partner exceeds 20% of the sum of (I) the Cumulative Net Distributions with respect to such Limited Partner and (II) the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner (such excess amount being the “Excess 20% Amount”)minus any Interim General Partner Clawback Amount with respect to any Limited Partner, determined after giving effect to all transactions through the Final Clawback Determination Date, then the General Partner shall be obligated to return promptly to the Partnership, first, out of payments from the Escrow Account under Section 3.4(c) and, thereafter, out of payments made directly to the Partnership by or on behalf of the General Partner, an amount (the “Final Clawback Amount”) equal to the lesser of (x) the Excess 20% Amount with respect to such Limited Partner and (y) the aggregate distributions of Carried Interest to the General Partner with respect to such Limited Partner. The payment of such amount the Final Clawback Amount to the Partnership shall constitute full satisfaction by the General Partner of its obligations (the “Clawback Obligation”) under this Section 9.4 in respect of such Limited Partner. The Partnership shall distribute any amount Final Clawback Amount so returned to such Limited Partner. Payments pursuant to this Section 9.4(a) may be made by or on behalf of the General Partner either in cash or, at the election of the General Partner, by the return of securities previously distributed to the General Partner by the Partnership valued at their Fair Market Value at the time returned to the Partnership. (b) If a successor general partner acquires the General Partner’s interest Interest in the Partnership pursuant to Section 8.1(d8.1(b) or (c), the General Partner shall pay to the Partnership on the date of sale of its interest Interest to the successor general partner pursuant to Section 8.1(d8.1(b) or (c), for distribution to the Limited Partners entitled thereto, an amount equal to the aggregate amount that would be payable pursuant to Section 9.4(a) on such date as if such date were the Clawback Determination Datedate, determined on the assumption that all remaining Investments were sold for their Fair Market Values determined pursuant to Section 4.7 and the proceeds therefrom were distributed to the Partners. The payment of such amount to the Partnership shall constitute full satisfaction by the General Partner of its Clawback Obligation obligations under this Section 9.4. The Giveback Obligation obligation of a successor general partner under this Section 9.4 shall be calculated as if the Partnership had made all remaining Investments, at a purchase price equal to their Fair Market Values determined pursuant to Section 4.7, on the date of the successor general partner’s admission to the Partnership. (c) If a Limited Partner withdraws pursuant to Section 8.6, the General Partner shall pay to the Partnership on the date of such withdrawal, for distribution to such Limited Partner, an amount equal to the aggregate amount that would be payable to such Limited Partner pursuant to Section 9.4(a) on such date as if such date were the Clawback Determination Datedate, determined on the assumption that all remaining Investments were sold for their valuations determined pursuant to Section 4.7 and the proceeds therefrom were distributed to the Partners. The payment of such amount to the Partnership shall constitute full satisfaction by the General Partner of its obligations under this Section 9.4 with respect to such Limited Partner.