Amounts Netted. In calculating your entitlement to Incentive Payments, Investment Payments, and Profit Payments, any negative amounts with respect to one or more shall be netted against positive amounts, if any. Amounts due hereunder shall be determined by Oaktree in good faith, consistent with past practice. For the avoidance of doubt, the foregoing does not grant you any management, control or other rights with respect to the applicable Funds. You and the interests granted hereunder shall be subject to the provisions of each PoolCo limited partnership agreement and any other document or arrangement which govern the terms of the PoolCos. You shall be entitled to your Incentive Payments reasonably promptly after Oaktree receives the associated incentive distributions from the applicable Fund. Oaktree shall periodically make reasonable estimates of your expected Investment Payments and Profit Payments and shall make quarterly payments to you based on such estimates. Within thirty days following delivery of the audited financial statements of Oaktree in respect of a given fiscal year, a determination shall be made as to whether the estimated payments were greater than or less than your actual Investment Payments and Profit Payments for such year. You shall receive a true-up payment on such date to make up for any shortfall. Each Incentive Payment, Investment Payment and Profit Payment will only be made if you are actively employed by or providing services to Oaktree at the time at which such payment is otherwise to be made. Your entitlement to Incentive Payments, Investment Payments and Profit Payments shall cease immediately upon the termination of your employment with Oaktree, whether by voluntary resignation, involuntary termination (with or without cause), death, disability or otherwise for any reason.
