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APPENDIX 18.


6 General Partner's liability Upon Dissolution. (a) If, as of the date of liquidation, after taking into account proceeds distributed to Limited Partners pursuant to a liquidation of the Partnership (1) the aggregate Carried Interest Distributions with respect to a Limited Partner exceeds (11) 20% of the sum of (but not below zero) (A) the aggregate distributions then and previously made to such Limited Partner pursuant to Section 8.2(a)(u), less the aggregate Capital Contributions made by such Limited Partner and (B) Carried Interest Distributions with respect to such Limited Partner (the excess of (1) over (n) referred to as the Excess 20% Amount), determined after giving effect to all transactions through the liquidation date (including distributions pursuant to Section 18.4(b)), then the General Partner shall be obligated to return promptly to the Partnership for distribution to such Limited Partner the Clawback Amount with respect to such Limited Partner. (b) In order to secure the General Partner's performance of its obligations under clause (a) of this Section 18.6, the Partnership shall deposit into an account held by a bank as escrow agent (the Escrow Account) the amounts to be distributed into the Escrow Account on the behalf of the General Partner pursuant to Section 8.2(a)(ii)(B) (the Escrowed Carried Interest Distribution), until the next date on which the Net Asset Value Test is satisfied (the Release Date). The amounts deposited in such an Escrow Account shall be invested in cash equivalents and the earnings on such account shall be for the benefit of, and distributed quarterly to, the General Partner. On any Release Date, such Release Date to be evidenced by a letter to the escrow agent from the General Partner, all amounts on deposit in the Escrow Account shall be paid to the General Partner. Any amounts on deposit in the Escrow Account at the end of the Investment Period shall be used first to satisfy the obligations of the General Partner, if any, pursuant to this Section 18.6 (as if the Partnership were liquidated at the end of the Investment Period), and then shall be distributed to the General Partner. For purposes of determining the Capital Account of the General Partner, any amounts held in such an 117