Common use of Return of Advances and Distributions Clause in Contracts

Return of Advances and Distributions. (a) Unless otherwise determined by the General Partner, all distributions made during a Fiscal Year shall be treated as advances to the Partners until it is determined that the amounts advanced to each Partner were properly computed pursuant to this Section 6.5 and that such distributions were permissible under this Article VI. Such determination shall be made by the following March 31 by the Partnership’s auditors (or such later date to the extent the Partnership’s auditors are unable to make such determination by such March 31). Any additional distributions due to a Partner as the result of such determination shall be paid to it, him or her without interest before any other distributions are made. Following such determination by the Partnership’s auditors, any excess advances made to a Partner shall be repaid without interest within 60 calendar days following such determination unless the General Partner determines otherwise. Except for distributions made in violation of the Act or this Agreement, and except as provided in this Section 6.5, no Partner shall be obligated to return any distribution to the Partnership or pay the amount of any distribution for the account of the Partnership or to any creditor of the Partnership. In the event an amount of a distribution is returned to the Partnership by a Partner or is paid by a Partner for the account of the Partnership or to a creditor of the Partnership, such amount shall be added to the Partner’s Capital Account. (b) In the event any Oaktree Group Member is required to return to any Fund any Incentive Income (a “Clawback”), each Partner who received any distribution hereunder with respect thereto shall return to the Partnership promptly upon request by the General Partner, any distributions received by such Partner with respect thereto, and the Partnership shall be entitled to withhold future distributions to such Partner, equal to such Partner’s pro rata share of such Clawback, as determined by the General Partner in good faith; provided that such Partner’s liability for such Clawback shall not exceed the total amount of distributions that such Partner has received or is entitled to with respect to such Incentive Income. For the avoidance of doubt, each Partner’s obligations under this Section 6.5(b) shall survive the withdrawal of such Partner from the Partnership.

Return of Advances and Distributions. (a) Unless otherwise determined by the General Partner, all distributions made during a Fiscal Year shall be treated as advances to the Partners until it is determined by the Partnership’s auditors that the amounts advanced to each Partner were properly computed pursuant to this Section 6.5 and that such distributions were permissible under this Article VI. Such If such determination determines that additional distributions are due to a Partner, then the Partnership shall make such additional distributions to such Partner without interest. If such determination determines that a Partner has received excess advances, then the General Partner shall provide such Partner with notice of such excess, and such Partner shall repay such excess to the Partnership, without interest, no later than the due date set forth in such notice (which due date shall be made at least 30 calendar days after the date such notice is given). If a Partner fails to repay such excess in full on or prior to the applicable due date, then the General Partner may impose upon such Partner an interest charge on the overdue portion of the excess, accruing beginning as of such due date and ending on the date such excess and all interest charges thereon have been repaid in full, at an interest rate determined by the following March 31 General Partner. Such interest rate may be any interest rate permissible under applicable law. In addition, if the General Partner or the Partnership undertakes any legal action to enforce amounts owed by a Partner under this Section 6.5, such Partner shall be responsible for all fees and expenses incurred by the General Partner and the Partnership in such enforcement action, including the General Partner’s and the Partnership’s auditors (or such later date to the extent the Partnership’s auditors are unable to make such determination by such March 31)reasonable attorneys’ fees and expenses. Any additional distributions due to a Partner as the result of such determination shall be paid to it, him or her without interest before any other distributions are made. Following such determination action by the Partnership’s auditors, any excess advances made to a Partner shall be repaid without interest within 60 calendar days following such determination unless the General Partner determines otherwisewith respect to any Partner in connection with this Section 6.5, including any election to extend or not extend any due date for such Partner to repay any excess advances, to impose or not impose an interest charge, or to charge any particular interest rate, shall not preclude the General Partner from acting differently with respect to any subsequent excess advance of such Partner or with respect to any other Partner. Except for distributions made in violation of the Act or this Agreement, and except as provided in this Section 6.5, no Partner shall be obligated to return any distribution to the Partnership or pay the amount of any distribution for the account of the Partnership or to any creditor of the Partnership. In the event an amount of a distribution is returned to the Partnership by a Partner or is paid by a Partner for the account of the Partnership or to a creditor of the Partnership, such amount shall be added to the Partner’s Capital Account. (b) In the event any Oaktree Group Member is required to return to any Fund any Incentive Income (a “Clawback”), each Partner who received any distribution hereunder with respect thereto shall return to the Partnership promptly upon request by the General Partner, any distributions received by such Partner with respect thereto, and the Partnership shall be entitled to withhold future distributions to such Partner, equal to such Partner’s pro rata share of such Clawback, as determined by the General Partner in good faith; provided that such Partner’s liability for such Clawback shall not exceed the total amount of distributions that such Partner has received or is entitled to with respect to such Incentive Income. For the avoidance of doubt, each Partner’s obligations under this Section 6.5(b) shall survive the withdrawal of such Partner from the Partnership. (c) The General Partner may (but, for the avoidance of doubt, shall have no obligation to) adjust the distributions and allocations otherwise provided in this Agreement with respect to any Interests in such manner as the General Partner determines from time to time to be necessary, appropriate, advisable or convenient to offset any economic detriment to the Oaktree Group or to other Partners attributable to the pre-issuance ownership (if any) of the corresponding economic interests by other Persons (“Prior Holders”). By way of example only and without limiting the foregoing, the General Partner may reduce distributions with respect to Interests that the General Partner determines have been reallocated (which may include issuances of new Interests that the General Partner determines to correspond to Interests previously forfeited by a Prior Holder) if the General Partner determines that tax distributions or other amounts funded as an advance pursuant to Section 6.7 to such Prior Holder with respect to such reallocated interests cannot be fully offset by way of subsequent withholding from distributions otherwise to be made to such Prior Holder.