EFTA01359082.pdf

Company shall never be obligated to distribute more cash than it actually receives on account of the Profit Share. Notwithstanding the foregoing, if the amount distributable to the Non- Managing Members exceeds the aggregate positive Capital Account balances of the Members with positive Capital Accounts (in each case after adjusting such Capital Accounts in the manner required above), then if such excess amount results from the adjustments to the Capital Accounts required under (B) above, such excess amounts shall be held in a reserve pending the end of the two-year period set forth in Section Ila(B) above, and, if not, the Managing Member, after discussion with the Compensation Committee, shall determine the equitable manner in which to distribute such excess amounts so that such distributions are made on a pro rata basis to all Non- Managing Members who received allocations and distributions during the relevant periods. Notwithstanding the foregoing, payments or distributions of Profit Share in connection with the admission of new Non-Managing Members in the Company shall, consistent with Sections 6a and 6e, be made at the times and in the amounts set forth by the Managing Member and the cost thereof shall be allocated as the Manager Member shall determine. b. Except as provided in Section lie and 12f with respect to Richter Points and Sections llf, llg and 11h, distributions to Non-Managing Members that are not Departed Non-Managing Members shall be made periodically as the Managing Member shall determine within a reasonable period of time after such amounts are received by the Fund Managers, and in any event generally by May 15 of the year following the year during which such amounts were received by the Fund Managers as set forth in Section 1 la herein. A Departed Non-Managing Member that has been terminated by the Firm with Cause shall forfeit such Departed Non-Managing Member's Capital Account and not be entitled to any further distributions hereunder. DOC ID 25061468 12 45 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047088 CONFIDENTIAL SDNY_GM_00193272 EFTA01359082