Restoration of Excess Distributions. Subject to Section 7.3:
Restoration of Excess Distributions. Subject to Section 7.3: If any Promote Payments to the Manager have previously been made and, subsequently, the Internal Rate of Return for any of WHWEL, Whitehall XI, Holding Co. and WCPT is reduced as a result of a Capital Contribution being made pursuant to Section 5.2 or otherwise, then the parties hereto shall make appropriate adjustments to the amounts previously distributed or paid to them (and the Manager shall return all or a portion of such Promote Payments to such Member from whom such Promote Payment was received) to the extent necessary so that the balance of such Promote Payments retained by the Manager (after giving effect to such adjustments) does not exceed the Requisite Promote applicable to such Member, taking into account (x) such reduction in such Member's Internal Rate of Return, (y) the timing and amount of all Capital Contributions made by, and all the Common Distribution Amounts received by, such Member and (z) the Promote Payments previously received by the Manager and not yet returned to such Member pursuant to this Section 7.2.
Restoration of Excess Distributions. Subject to Section 7.3: If any Promote Payments to WCPT or the Manager have previously been made and, subsequently, the Internal Rate of Return for any of WHWEL, Whitehall XI, Holding Co., WCPT and Management Co. is reduced as a result of a Capital Contribution being made pursuant to Section 5.2 or otherwise, then the parties hereto shall make appropriate adjustments to the amounts previously distributed or paid to them (and each of the Manager and WCPT shall return all or a portion of such Promote Payments to such Member from whom such Promote Payment was received) to the extent necessary so that the balance of such Promote Payments retained by each of the Manager and WCPT (after giving effect to such adjustments) does not exceed the Requisite Manager Promote (in the case of amounts received and retained by the Manager) or the Requisite WCPT Promote (in the case of amounts received and retained by WCPT) with respect to such Member, taking into account (x) such reduction in such Member's Internal Rate of Return, (y) the timing and amount of all Capital Contributions made by, and all the Common Distribution Amounts received by, such Member and (z) the Promote Payments previously received by each of the Manager and WCPT and not yet returned to such Member pursuant to this Section 7.2. In the event the Manager is required to return any amounts under this Section 7.2, then an amount equal to 160% of the amounts required to be returned to such Member by the Manager shall be deemed received by such Member for the purposes of calculating the Internal Rate of Return of such Member."
Restoration of Excess Distributions. (a) If any Gengate Actual Promote payments have previously been made and, subsequently, the cumulative Internal Rate of Return for the Capital Members has been reduced as a result of a Capital Contribution being made pursuant to Section 6.2 or otherwise, then the parties hereto shall make appropriate adjustments to the amounts previously distributed or paid to them (and GHGP shall return all or a portion of the Gengate Actual Promote payments to the Company) to the extent necessary so that the balance of the Gengate Actual Promote payments retained by GHGP (after giving effect to such adjustments) does not exceed the amount GHGP should have received pursuant to Section 8.1(b)(v)(a) and (vi)(a) and 8.1(c)(iv)(a) and (v)(a) if such additional contributions had been taken into account at the time of the previous calculations(s) of the amounts payable to GHGP pursuant to such Sections. For the avoidance of doubt, the clawback in this Section 8.2(a) is intended to limit GHGP to a total amount of Gengate Actual Promote Payments equal to what GHGP would have been entitled to on a “look back” basis taking into account the amount and timing of each contribution and distribution.
