Clawback Amount means an amount, determined separately for each Limited Partner, equal to the lesser of: (1) the Excess 20% Amount, and (u) the amount of Carried Interest Distributions received by the General Partner pursuant to Section 8.2(a)(n)(B) attributable to such Limited Partner, reduced by the taxes imposed on allocations to the General Partner (or any Person whose taxable income is measured by reference to the General Partner) of taxable income (in excess of losses) with respect to such Carried Interest Distributions, as reasonably determined by the General Partner, based on the maximum combined United States federal, State of California and local tax rate applicable to individuals on ordinary income, net short-term capital gains and/or net long term capital gains, as applicable (giving effect to the deductibility of state and local income taxes for United States federal income tax purposes) and taking into account only those items of income, gain, loss and deduction of the General Partner attributable to such Carried Interest Distributions. Code means the Internal Revenue Code of 1986, as amended (or any corresponding provision of succeeding laws). Commitment in respect of each Partner means the aggregate amount committed by such Partner for investment in the Partnership as set forth on Exhibit A attached hereto as the same may be modified from time to time pursuant to this Agreement. Defaulting Partner shall have the meaning specified in Section 7.2(f). Delaware Act means the Delaware Revised Uniform Limited Partnership Act (6 Del.C. § 17-101, et seq.). as amended from time to time and any successor thereto. ECF' shall have the meaning specified in Section 9.11. ERISA means the (l) Employee Retirement Income Security Act of 1974, as amended, and (u) any legislation, law, or rule which may currently exist or may hereafter be enacted similar in scope to the Employee Retirement 50