Text extracted via OCR from the original document. May contain errors from the scanning process.
SOF III -1081 Southern Financial LLC
(ii)
Second, to the Partners, if any, that made loans or advances (other
than Loans) to the Fund in satisfaction of such loans and advances, whether by
payment thereof or the making of reasonable provision for payment thereof;
(iii)
Third, subject to reserving an amount equal to the amount to be
distributed under Section I I.2(bXiv), to the Partners in accordance with Article
VI; and
(iv)
Fourth, to the Partners in repayment of their Capital Contributions,
in proportion and to the extent of their respective Capital Contributions, provided
that any such repayment of Capital Contributions pursuant to this Section
11.2(b)(iv) shall not occur prior to the expiration of the obligations of each
Partner pursuant to Section 9.2 to return distributions made to such Partner.
If the General Partner (or liquidating trustee or other representative) has received a prior
written notice that a distribution of Securities to be made pursuant to clause (iii) of the
preceding sentence of this Section 11.2(10 would cause a Material Adverse Effect on any
Limited Partner, the General Partner (or liquidating trustee or other representative) shall
distribute such Securities to a third Person designated in such notice by the requesting
Limited Partner.
(c)
Time for Liquidation, etc. A reasonable time period shall be allowed for
the orderly winding up and liquidation of the assets of the Fund and the discharge of
liabilities to creditors so as to enable the General Partner (or liquidating trustee or other
representative) to seek to minimise potential losses upon such liquidation. The
provisions of this Agreement shall remain in full force and effect during the period of
winding up.
11.3
Clawback. Subject to Sections 7.5 and 9.2, if, after giving effect to all
distributions made pursuant to Sections 6.2 and 11.2 attributable to a Limited Partner, but
before giving effect to this Section 11.3, with respect to any Limited Partner other than a
Defaulting Partner, the Special Limited Partner has received distributions attributable to
such Limited Partner pursuant to Sections 6.2 and 11.2 that exceed the Target Amount,
then the Special Limited Partner shall promptly contribute to the Fund the lesser of:
(a)
the amount of the excess, and
(b)
the amount of distributions received by the Special Limited Partner
pursuant to Sections 6.2 and 11.2 attributable to such Limited Partner, less the sum of (0
the maximum amount of Tax Distributions that were made or that could have been made
to the Special Limited Partner (assuming that the Fund had sufficient Distributable Cash
therefor), (ii) the additional liability that would have been incurred by the Special Limited
Partner (or any Person whose tax liability is determined by reference to the income,
profits or gains of the Special Limited Partner), based on the assumptions used in
92
504964304v01
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0109032
CONFIDENTIAL
SDNY GM_00255216
EFTA01452135