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

ber at the time distributions are being made to that Member on account of Richter Points, the amounts otherwise payable to that Member on account of Richter Points may, in Feinberg's discretion and notwithstanding anything in Section Ile to the contrary, be paid to Feinberg until the Negative P&L is fully offs

Notwithstanding anything to the contrary in this Agreement, the Company shall have no interest in (i) the capital contributions made to any Fund by Feinberg or Richter, any allocations or distributions made with respect to such capital contributions and any related limited partnership interests in the Fu

ereof (including a new series of an existing Fund), (ii) the right to receive Equity Payments, and (iii) the right to receive payments on account of Richter Points and other amounts distributable under this Agreement, which have been contributed to the Company by the Members as set forth herein and in such Mem

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

eferred 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 s

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

ent shall be payable to the Managing Member except to the extent provided in Section 14 hereof and except to the extent any such proceeds relate to Richter Points and Profit Share allocable through the period DOC ID - 25061468 12 56 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047099 CONFIDENT