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

d conditions relating to that particular Non-Managing Member, if any, as the Managing Member shall determine, a Non-Managing Member's Negative P&L, Richter Points, December 31, 2014 Capital Account balance and any other terms and conditions that the Managing Member determines are or are not applicable to such

account balance relating to prior allocations on account of Richter Points (with such interests relating to prior allocations on account of Richter Points previously owned by a Member having been contributed to the Company

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

1 of the year immediately preceding the Distribution Date after (i) reducing such Capital Account balances for (A) the sub-accounts established for Richter Points and Holdbacks and (B) any overall net profit allocations made during the two full calendar years ending on December 31 of the year preceding the Dis

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

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 balance in such Non-Managing Member's sub-account established for Richter Points. Notwithstanding the foregoing, amounts distribute

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