Epstein Secrets

been offset ("Reallocated Amounts"). To the extent distributions to Feinberg from Existing Funds with respect to Reallocated Amounts of a Member have not fully offset Negative P&L of that Member at the time distributions are

y offset, in which case the appropriate portion of that Member's Capital Account relating to Richter Points shall be replaced by the same amount of Feinberg's unpaid Reallocated Amounts which shall be payable to such Member as if such allocation of Profit Share had been made directly to him originally. D

Points shall be replaced by the same amount of Feinberg's unpaid Reallocated Amounts which shall be payable to such Member as if such allocation of Profit Share had been made directly to him originally. Distributions with respect to New Funds shall be made to the Member with Negative P&L (and not reallocated

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

with respect to all periods beginning on or after the date of the Original Agreement and such allocations shall be included in the determination of Profit Share hereunder), or (iii) the other assets of the Finn, including, without limitation, certain receivables and fixed assets, which shall continue to be

e for such Investment to the General Pool, which amount would reduce the Desk Allocation Amounts to be allocated to the Desks hereunder, and (ii) if Feinberg determines that he or other Members originated or had substantial involvement with Investments attributable to investment groups or senior professi

to all or part of such Investments (eg. the RMBS group), Feinberg in his sole discretion may determine to reallocate up to 27.59% (20/72.5) of the Profit Share attributable to such Investments to himself and up to 27.59% of such Profit Share to the other Members he determines had substantial involvement wi

Funds that would otherwise be made to such Member's Capital Account hereunder (computed on a separate basis for each Member) shall be allocated to Feinberg (instead of being allocated to such Member hereunder) until such Negative P&L has DOC ID • 25061468.12 38 CONFIDENTIAL - PURSUANT TO FED. R. CRIM.

Offset. To the extent a Member has Negative P&L as of December 31, 2009 as set forth in such Member's Revised Supplement, positive allocations of Profit Share relating to Existing Funds that would otherwise be made to such Member's Capital Account hereunder (computed on a separate basis for each Member) sh

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

3, a "Liquidity Event"). In the event a transaction occurs as described in this Section 13, the Non-Managing Members' right to future allocations of Profit Share hereunder shall be proportionately reduced in the manner determined in the reasonable discretion of the Managing Member to reflect the percentage o