EFTA01359085.pdf

Managers in proportion to their respective interests therein. Notwithstanding anything to the contrary in this Agreement, all distributions from the Fund Managers in respect of incentive allocations from Existing Funds shall first be distributed (i) to Feinberg or Richter, as applicable, to the extent such distribution relates to Excluded Interests and Retained Deferred Fee Accounts, and (ii) if such distribution does not relate to Excluded Interests or Retained Deferred Fee Accounts, to Feinberg and to the Company to reduce the Pre-2010 Capital Balance and the Richter Points pm rata based on the aggregate amount of the Pre-2010 Capital Balance and the Richter Points. (Distributions from Existing Funds which do not relate to Excluded interests or Retained Deferred Fee Accounts are referred to herein as "General Incentive Distributions"). Amounts received by the Company as a distribution with respect to Richter Points and payable to Non-Managing Members (but not Feinberg) pursuant to the second sentence of this paragraph shall be held in segregated accounts and shall, subject to Section 12f, be distributed by the Company to such Non-Managing Member on the Distribution Date first occurring after December 31, 2013 as a special distribution on account of the portion of the Members' sub- accounts established for Richter Points, provided, however, amounts payable on account of Richter Points to persons who are not Non-Managing Members hereunder as of the date hereof shall be held in a segregated account and distributed at the time and subject to the conditions as determined by the Managing Member in his sole discretion. After Feinberg and the Company have received General Incentive Distributions from the Fund Managers in respect of incentive allocations and incentive fees from Existing Funds in an amount equal to the Pre-2010 Capital Balance and the Richter Points, notwithstanding anything to the contrary in this Agreement, all General Incentive Distributions from the Fund Managers in respect of incentive allocations and incentive fees from Existing Funds shall then be made 100% to Feinberg until he has received an DOC ID - 25061468.12 48 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047091 CONFIDENTIAL SDNY_GM_00193275 EFTA01359085