TO SECTION 8.1(B)(I), (III), (IV) AND SECTION 8.1(C).
(V)
FIFTH, (A) PROVIDED THAT AN EVENT OF DEFAULT
HAS NOT OCCURRED, TWENTY PERCENT (20%) OF THE REMAINING AVAILABLE CASH FLOW TO
GHGP AND (B) THE REMAINDER TO ALL CAPITAL MEMBERS PRO RATA IN ACCORDANCE WITH
THEIR RELATIVE PERCENTAGE INTERESTS.
To the extent MLPC has elected pursuant to Section 6.2 to make an Additional
Capital Contribution pursuant to a Discretionary Capital Call and on or prior to
the date such Additional Capital Contribution is required to be paid to the
Company there is any accrued but unpaid distribution under clause (i) or (ii) of
this Section 8.1(c), such unpaid distribution amount shall be fully credited
toward satisfaction of MLPC's Additional Capital Contribution (up to the full
amount of Additional Capital Contribution due but not previously paid by MLPC).
(D)
NOTWITHSTANDING THE TERMS OF SECTION 8.1(B)
OR SECTION 8.1(C) AND SUBJECT TO SECTION 4.8, IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND IS CONTINUING, THEN, AT THE ELECTION OF A WHITEHALL STREET OR
WHITEHALL EMPLOYEE FUND, THE AMOUNT OF GENGATE ACTUAL PROMOTE THAT WOULD
OTHERWISE BE DISTRIBUTABLE TO THE DEFAULTING MEMBER SHALL NOT BE DISTRIBUTED TO
SUCH DEFAULTING MEMBER BUT SHALL BE DISTRIBUTED INSTEAD TO THE MEMBERS IN
PROPORTION TO THEIR PERCENTAGE INTERESTS, AND APPROPRIATE ADJUSTMENTS SHALL BE
MADE IN THE ALLOCATIONS TO BE MADE PURSUANT TO ARTICLE 7; PROVIDED, HOWEVER,
THAT BOTH WHITEHALL STREET AND WHITEHALL EMPLOYEE FUND SHALL HAVE THE RIGHT, IN
THEIR DISCRETION, TO PROVIDE FOR THE PAYMENT TO ONE OR MORE SUCCESSOR MANAGERS
OR CONSULTANTS OF THE COMPANY ALL OR A PORTION OF COMPANY ASSETS (REGARDLESS
WHETHER SUCH MANAGER OR CONSULTANT IS A MEMBER AND REGARDLESS WHETHER SUCH
MANAGER OR CONSULTANT IS AN AFFILIATE OF A MEMBER OF THE WHITEHALL GROUP) OR ALL
OR A PORTION OF THE AMOUNTS THAT WOULD OTHERWISE BE DISTRIBUTED TO THE GENGATE
MEMBER AS ITS ALLOCABLE PORTION OF THE GENGATE ACTUAL PROMOTE HAD IT NOT BEEN
SUBJECT TO AN EVENT OF DEFAULT AND TO THE EXTENT PERMISSIBLE UNDER SECTION
704(B) OF THE CODE AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER,
APPROPRIATE ADJUSTMENTS SHALL BE MADE IN THE ALLOCATIONS TO BE MADE PURSUANT TO
ARTICLE 7.
8.2
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