Common use of Adviser Return Obligation Clause in Contracts

Adviser Return Obligation. Each time the Company requires the Unitholders to make a return of distributions pursuant to 11.4 of the LLC Agreement, and after the Company has made its final distribution of assets pursuant to 9.2 of the LLC Agreement (a “Member Recall”), if the Adviser has received aggregate payments of Incentive Fee in excess of the Adviser Target Amount (defined below) as of such time, then the Adviser shall return to the Company in cash, in the case of a Member Recall at the same time the Members return such distributions, and otherwise on or before the 90th day after such final distribution of assets by the Company, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event shall the Adviser Return Obligation exceed an amount greater than the aggregate amount of Incentive Fee payments previously received by the Adviser from the Company reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York City and State income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation (assuming that, to the extent such payments are deductible by the Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York City and State income tax rates), as reasonably determined by the Adviser. The Adviser Return Obligation shall be recomputed to take into account any post-liquidation returns of distributions made by Members pursuant to 11.4 of the LLC Agreement, and any additional Adviser Return Obligation triggered by such post-liquidation returns shall be made by the Adviser contemporaneously with such post-liquidation returns by the Members.

Adviser Return Obligation. Each time the Company requires the Unitholders to make a return of distributions pursuant to 11.4 of the LLC Agreement, and after the Company has made its final distribution of assets pursuant to 9.2 of the LLC Agreement (a “Member Recall”), if the Adviser has received aggregate payments of Incentive Fee in excess of the Adviser Target Amount (defined below) as of such time, then the Adviser shall return to the Company in cash, in the case of a Member Recall at the same time the Members return such distributions, and otherwise on or before the 90th day after such final distribution of assets by the Company, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event shall the Adviser Return Obligation exceed an amount greater than the aggregate amount of Incentive Fee payments previously received by the Adviser from the Company reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York City and State income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation (assuming that, to the extent such payments are deductible by the Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York City and State income tax rates), as reasonably determined by the Adviser. The Adviser Return Obligation shall be recomputed to take into account any post-post- liquidation returns of distributions made by Members pursuant to 11.4 of the LLC Agreement, and any additional Adviser Return Obligation triggered by such post-post- liquidation returns shall be made by the Adviser contemporaneously with such post-post- liquidation returns by the Members.

Adviser Return Obligation. Each time the Company requires the Unitholders to make a return of distributions pursuant to 11.4 of the LLC AgreementOn each Interim Incentive Fee Date, and after the Company has made its final distribution of assets pursuant to 9.2 of the LLC Agreement (a the “Member RecallFinal Incentive Fee Date”), if the Adviser has received aggregate payments of Final Incentive Fee, or with respect to the Interim Incentive Fee only, an amount equal to or greater than $1,000,000, in excess of the Adviser Target Amount (defined below) as of such timetime (an “Adviser Return Event”), then the Adviser shall return to the Company in cash, in the case of a Member Recall at the same time the Members return such distributions, and otherwise cash on or before the 90th day after such final distribution of assets by Interim Incentive Fee Date or Final Incentive Fee Date, as the Companycase may be, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event shall the Adviser Return Obligation exceed an amount greater than the aggregate amount of Incentive Fee payments previously received by (or allocated to) the Adviser from the Company with respect to the two Interim Incentive Fee Dates immediately preceding such Adviser Return Event, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York City and State income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation (assuming that, to the extent such payments are deductible by the Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York City and State income tax rates), as reasonably determined by the Adviser. The Adviser Return Obligation shall be recomputed to take into account any post-post- liquidation returns of distributions made by Members pursuant to 11.4 of the LLC Agreement, and any additional Adviser Return Obligation triggered by such post-post- liquidation returns shall be made by the Adviser contemporaneously with such post-post- liquidation returns by the Members.

Adviser Return Obligation. Each time the Company requires the Unitholders to make a return of distributions pursuant to 11.4 of the LLC AgreementOn each Interim Incentive Fee Date, and after the Company has made its final distribution of assets pursuant to 9.2 of the LLC Agreement (a the “Member RecallFinal Incentive Fee Date”), if the Adviser has received aggregate payments of Final Incentive Fee, or with respect to the Interim Incentive Fee only, an amount equal to or greater than $1,000,000, in excess of the Adviser Target Amount (defined below) as of such timetime (an “Adviser Return Event”), then the Adviser shall return to the Company in cash, in the case of a Member Recall at the same time the Members return such distributions, and otherwise cash on or before the 90th day after such final distribution of assets by Interim Incentive Fee Date or Final Incentive Fee Date, as the Companycase may be, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event shall the Adviser Return Obligation exceed an amount greater than the aggregate amount of Incentive Fee payments payment previously received by (or allocated to) the Adviser from the Company with respect to the Interim Incentive Fee Date immediately preceding such Adviser Return Event, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York City and State income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation (assuming that, to the extent such payments are deductible by the Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York City and State income tax rates), as reasonably determined by the Adviser. The Adviser Return Obligation shall be recomputed to take into account any post-liquidation returns of distributions made by Members pursuant to 11.4 of the LLC Agreement, and any additional Adviser Return Obligation triggered by such post-post- liquidation returns shall be made by the Adviser contemporaneously with such post-post- liquidation returns by the Members.

Adviser Return Obligation. Each time the Company requires the Unitholders to make a return of distributions pursuant to 11.4 of the LLC AgreementOn each Interim Incentive Fee Date, and after the Company has made its final distribution of assets pursuant to 9.2 of the LLC Agreement (a the “Member RecallFinal Incentive Fee Date”), if the Adviser has received aggregate payments of Final Incentive Fee, or with respect to the Interim Incentive Fee only, an amount equal to or greater than $1,000,000, in excess of the Adviser Target Amount (defined below) as of such timetime (an “Adviser Return Event”), then the Adviser shall return to the Company in cash, in the case of a Member Recall at the same time the Members return such distributions, and otherwise cash on or before the 90th day after such final distribution of assets by Interim Incentive Fee Date or Final Incentive Fee Date, as the Companycase may be, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event shall the Adviser Return Obligation exceed an amount greater than the aggregate amount of Incentive Fee payments payment previously received by (or allocated to) the Adviser from the Company with respect to the Interim Incentive Fee Date immediately preceding such Adviser Return Event, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York City and State income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation (assuming that, to the extent such payments are deductible by the Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York City and State income tax rates), as reasonably determined by the Adviser. The Adviser Return Obligation shall be recomputed to take into account any post-post- liquidation returns of distributions made by Members pursuant to 11.4 of the LLC Agreement, and any additional Adviser Return Obligation triggered by such post-post- liquidation returns shall be made by the Adviser contemporaneously with such post-post- liquidation returns by the Members.