GLDUS238 SOUTHERN FINANCIAL LLC Proprietary and Confidential cost, loss, damage, expense (including attorney's' fees), judgment and/or liability. To the extent that the Partnership is required to provide indemnification payments to an Indemnitee pursuant to the terms of this Agreement, it hereby waives and releases the General Partner and their respective Affiliates (other than the Partnership) from any claims for contribution, subrogation or any other recovery of any kind in respect of such indemnification payments from the Partnership. 12.2.7 Discretionary Limitation by General Partner. Notwithstanding 12.2.1 and 12.2.3, the General Partner in its sole discretion may limit or eliminate indemnification payments that otherwise would be made by the Partnership to any Indemnitee. 12.3 LIMITATION BY LAW. If any Covered Person or Indemnitee or the Partnership itself is subject to any law, rule or regulation which restricts the extent to which any Person may be exculpated or indemnified by the Partnership, the exculpation provisions set forth in 12.1 and the indemnification provisions set forth in 12.2, as applied to such Covered Person or Indemnitee or the Partnership, shall be deemed to be amended, automatically and without further action by thc Partners. to thc minimum extent necessary to conform to such restrictions. 12.4 RETURN OF CERTAIN DISTRIBUTIONS. Notwithstanding anything to the contrary in this Agreement, if the Partnership incurs a liability or obligation under this Article 12 or otherwise (including, but not limited to, the obligation to return, recontribute or reinvest a distribution received from the Underlying Fund pursuant to and in accordance with the limited partnership agreement of the Underlying Fund), then the General Partner may require that each Partner return to the Partnership distributions received from the Partnership pursuant to Articles 7 and 10, upon not less than seven (7) days' prior written notice from the Genera