Common use of Noteholder Clawback Clause in Contracts

Noteholder Clawback. If as of the Clawback Determination Date, distributions of UST Warrant Proceeds to the Noteholder have been made with respect to any Partner and the aggregate distributions of UST Warrant Proceeds with respect to such Partner exceed the product of (i) the Warrant Percentage and (ii) the sum of (A) the Cumulative Net Distributions with respect to such Partner and (B) the aggregate distributions of UST Warrant Proceeds to the Noteholder with respect to such Partner (such excess, the “Clawback Amount”), determined after giving effect to all transactions through the Clawback Determination Date, then the Noteholder shall be obligated to return the Adjusted Clawback Amount promptly to the Partnership first, out of payments from such Partner’s sub-account in the Escrow Account under Section 3.6, second, out of any unused amount in any other Partner’s sub-account in the Escrow Account (calculated, for the avoidance of doubt, after applying the provisions of this Section 8.4 to such other Partner) and thereafter, to the extent there is any remaining balance payable to such Partner, out of payments made directly to the Partnership by the Noteholder. The payment of such amount to the Partnership shall constitute full satisfaction by the Noteholder of its obligation under this Section 8.4 in respect of such Partner. Subject to the Act and Section 7.3(e), the Partnership shall distribute any amount so returned to such Limited Partner.