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eneral Partner shall hold such Securities for the benefit of such Limited Partner until such Securities are liquidated. For the avoidance of doubt, the Carried Interest to be distributed to the General Partner with respect to such Securities shall be calculated according to the valuation thereof on the General Partn
Market Value of such Limited Partner's Partnership Interest, in which case such Limited Partner's right to receive future distributions pursuant to Articles IV and IX shall be appropriately adjusted in good faith by the General Partner; or (v) dissolve and terminate the Partnership and distribute the Part
r such period). 4.2.3 Notwithstanding anything to the contrary in this Agreement, the Manager may, in its sole discretion, reduce, waive or rebate the Carried Interest with respect to any Member, including, without limitation, Affiliated Members, in each case without entitling any other Member to the same or simil
's assets. The Members shall continue to share all income, losses and distributions of the Fund during the period of liquidation in accordance with Articles IV and V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Fund property
r such period). 4.2.3 Notwithstanding anything to the contrary in this Agreement, the Manager may, in its sole discretion, reduce, waive or rebate the Carried Interest with respect to any Member, including, without limitation, Affiliated Members, in each case without entitling any other Member to the same or sim
s assets. The Members shall continue to share all income, losses and distributions of the Fund during the period of liquidation in accordance with Articles IV and V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Fund propert
Entities connected to both the Carried Interest and Articles IV

New York
LOCATION
United States
LOCATION
the Cayman Islands
LOCATION
Samantha Power
PERSONLiquidator
ORGANIZATIONthe U.S. Bank Holding Company Act
ORGANIZATIONTreasury Regulations
ORGANIZATION
Eric Trump
PERSONReapportionable Proceeds
ORGANIZATIONRegistrar
ORGANIZATIONBHC Act
ORGANIZATIONthe Confidential Offering Memorandum
ORGANIZATIONSections of this Agreement
ORGANIZATIONEric Meyer
PERSONWNL Limited
ORGANIZATIONthe Limited Liability Companies Law
ORGANIZATIONLong Term Insured Credit Fund
ORGANIZATIONthe Register of Limited Liability Companies
ORGANIZATIONCapital Commitments and
ORGANIZATIONAmbac Assurance UK Limited
ORGANIZATION