Epstein Secrets

yyy. "Pre-2010 Capital Account Balance" shall mean Feinberg's aggregate December 31, 2009 capital account balance in the Fund Managers (other than the Excluded Interests) equal to $233,257,616. Feinberg shal

t balance in the Fund Managers (other than the Excluded Interests) equal to $233,257,616. Feinberg shall be entitled to priority distributions from the Fund Managers in respect of such amount in accordance with Section lle. zzz. "Prior Overhead Shortfall" shall mean the $21 million cash deficit in net assets of

interests or managing member interests owned on December 31, 2009 directly or indirectly by Feinberg or Richter (or affiliates thereof) in Cerberus Partners, L.P., Cerberus Partners H. L.P., Cerberus International II, Ltd., Styx Partners, L.P., Gabr

pany shall have no interest in any capital accounts or other interests owned by any Executive in any Fund on the date hereof. Certain affiliates of the Fund Managers may receive performance-based compensation from a Fund in the form of a fee (and not an incentive allocation), and such amounts generally may be pa

such Family LLC's interest in the Company shall at all times be either such Executive or another person consented to by the Managing Member. oo. "Feinberg" shall have the meaning set forth in the Preamble. PP. "Firm" shall mean the Company, CCM and any of their Affiliates that provide investment advi

ch a substantial percentage of the investment professionals are being compensated based on the Actual Incentive Allocation Rate which is payable to the Fund Managers by using that Actual Incentive Allocation Rate in place of the Incentive Allocation Rate. DOC ID • 25061468 12 12 CONFIDENTIAL - PURSUANT TO FED.

n 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 distr

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 di

ansfer one or more of the Special Membership Interests (after all amounts have been repaid under the Citi Loan) to any entity with respect to which Feinberg and his Affiliates do not own more than 50% of the equity interests (a "Third Party") without the consent of the Non-Managing Members. The Non-Manag

distributions and payments from such Funds), (ii) sell, assign or transfer to a Third Party all or a portion of the equity interests in the Firm or the Fund Managers, including the right to future allocations of income and gain from the Fund Managers and the right to all distributions from the Fund Managers and