58. To the extent not called for by the preceding requests or by the applicable portions of the Guide, all documents concerning (a) the Funds, (b) the Fund Managers, (c) Evan Kerr, (d) Heather Malloy, (e) Ira Zicherman, (0 any other Bear Stearns Fund, and (g) Respondents. - 14 - ICLJ 214$$$6 I EFTA00724449

58. To the extent not called for by the preceding requests or by the applicable portions of the Guide, all documents concerning (a) the Funds, (b) the Fund Managers, (c) Evan Kerr, (d) Heather Malloy, (e) Ira Zicherman, (0 any other Bear Steams Fund, and (g) Respondents. Response: FTC objects because this requ

made to the Funds by the Fund Managers, any income or appreciation earned thereon, deferred compensation payable to the Fund Managers or the Fund Managers' capital accounts in the Funds.

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

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

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.

devote substantially all of his business time to the business of the Firm unless otherwise agreed to by the Managing Member. d. From time to time, the Fund Managers may be required to make capital contributions to the Funds. Each Non-Managing Member will be offered the opportunity DOC ID - 25061468.12 23 CONF

Cause shall be made pursuant to Section 11a on Distribution Dates after taking into account vesting pursuant to Section 12a. e. Distributions from the Fund Managers in respect of incentive allocations from New Funds shall be made to the Company and the other owners of such Fund DOC ID - 25061468.12 47 CONFIDE

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

rs in respect of incentive allocations from Existing Funds and all distributions from New Funds shall be made to the Company and the other owners of the Fund Managers in the manner set forth in Section I la. A Non-Managing Member shall not receive distributions on account of Richter Points in excess of the balanc

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

interest in any indicated investment or any investment portfolio of any related or other investment fund, including any investment or fund managed by the Fund Managers. Disclosure of past performance herein is for informational purposes only and is not indicative of future results. 4 The financial data contained he