40.2.4: Form of Guaranty of Clawback by Individual GP Members

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Abstract

Subject to the provisions of subparagraph (b) below, each Guarantor hereby absolutely, unconditionally, irrevocably, jointly and severally guarantees to the Partners the due and punctual payment of the Lookback Sum otherwise due and payable to the Fund from, but not actually paid by, the General Partner in accordance with Section 2.1(a)(ii) of the Partnership Agreement (the "Guaranteed Obligations"). This guaranty of the Guaranteed Obligations includes, but is not limited to, all such Guaranteed Obligations that arise after the filing of a bankruptcy petition with respect to the General Partner and all such Guaranteed Obligations that would become due but for the operation of (i) the automatic stay under Section 362(a) of the Bankruptcy Code, or (ii) Section 502(b) of the Bankruptcy Code. This Guaranty is a guaranty of prompt and punctual payment of the Guaranteed Obligations and is not merely a guaranty of collection.