Common use of Profit Sharing Percentages Clause in Contracts

Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the Managing Member shall establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Member in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), taking into account such factors as the Managing Member deems appropriate, including those referred to in Section 5.1. The Managing Member may establish different Profit Sharing Percentages for any Member on a Fund-by-Fund basis with respect to each different category of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Allocation) as it may determine in its sole discretion; provided, that each Member’s Profit Sharing Percentage with respect to Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund Net Income (Loss) Capital Account as it relates to the aggregate Fund Net Income (Loss) Capital Account balances of all Members. In the case of the Withdrawal of a Member, such Withdrawn Member’s Profit Sharing Percentage shall be allocated by the Managing Member to one or more of the Members in its sole discretion. Except as may be otherwise determined by the Managing Member, in the case of the admission of any Member to the Company as an additional Member, the Profit Sharing Percentages of the other Members shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member pursuant to Section 6.1(b). Notwithstanding the foregoing, the Managing Member may also adjust the Profit Sharing Percentage of any Member for any annual accounting period at the end of such annual accounting period in its sole discretion. (b) The Managing Member may elect to allocate to the Members less than 100% of the Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages being called an “Unallocated Percentage”). Any Unallocated Percentage for any annual accounting period may be allocated by the Managing Member at such later times and to such Members as the Managing Member shall determine; provided, that any Unallocated Percentage in any category of Net Income (Loss) for any annual accounting period that is not allocated by the Managing Member within 90 days after the end of such accounting period shall be deemed to be allocated among all Members (including the Managing Member) with previously allocated Profit Sharing Percentages in such category of Net Income (Loss) proportionately in accordance with such previously allocated Profit Sharing Percentages.

Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the Managing Member shall establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Member in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), ) taking into account such factors as the Managing Member deems appropriate, including those referred to in Section 5.15.1(d); provided, that (i) the Managing Member may elect to establish Profit Sharing Percentages in Net Income (Loss) from any Investment acquired by the Company during such accounting period at the time such Investment is acquired in accordance with paragraph (d) below and (ii) Net Income (Loss) for such accounting period from any Investment shall be allocated in accordance with the Profit Sharing Percentages in such Investment established in accordance with paragraph (d) below. The Managing Member may establish different Profit Sharing Percentages for any Member on a Fund-by-Fund basis with respect to each in different category categories of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Allocation) as it may determine in its sole discretion; provided, that each Member’s Profit Sharing Percentage with respect to Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund Net Income (Loss) Capital Account as it relates to the aggregate Fund Net Income (Loss) Capital Account balances of all Members. In the case of the Withdrawal of a Member, such Withdrawn former Member’s Profit Sharing Percentage Percentages shall be allocated by the Managing Member to one or more of the Members in its sole discretionremaining Members. Except as may be otherwise determined by the Managing Member, in In the case of the admission of any Member to the Company as an additional Member, the Profit Sharing Percentages of the other Members shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member pursuant to Section 6.1(b); such reduction of each other Member’s Profit Sharing Percentage shall be pro rata based upon such Member’s Profit Sharing Percentage as in effect immediately prior to the admission of the new Member. Notwithstanding the foregoing, the Managing Member may also adjust the Profit Sharing Percentage of any Member for any annual accounting period at the end of such annual accounting period in its sole discretion. (b) The Managing Member may elect to allocate to the Members less than 100% of the Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages being called an “Unallocated Percentage”). Any Unallocated Percentage for any annual accounting period may be allocated by the Managing Member at such later times and to such Members as the Managing Member shall determine; ) provided, that any Unallocated Percentage in any category of Net Income (Loss) for any annual accounting period that is not allocated by the Managing Member within 90 days after the end of such accounting period shall be deemed to be allocated among all Members (including the Managing Member) with previously allocated in the manner determined by the Managing Member in its sole discretion. (c) Unless otherwise determined by the Managing Member in a particular case, (i) Profit Sharing Percentages in such category of Net Income (Loss) proportionately from any Investment shall be allocated in accordance with proportion to the Members’ respective capital contributions in respect of such previously allocated Investment and (ii) Profit Sharing PercentagesPercentages in Net Income (Loss) from each Investment shall be fixed at the time such Investment is acquired and shall not thereafter change, subject to any repurchase rights or other requirements established by the Managing Member pursuant to Section 5.6.

Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the Managing Member shall establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Member in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), ) taking into account such factors as the Managing Member deems appropriate, including those referred to in Section 5.15.1(d); provided, that (i) the Managing Member may elect to establish Profit Sharing Percentages in Net Income (Loss) from any Investment acquired by the Company during such accounting period at the time such Investment is acquired in accordance with paragraph (d) below and (ii) Net Income (Loss) for such accounting period from any Investment shall be allocated in accordance with the Profit Sharing Percentages in such Investment established in accordance with paragraph (d) below. The Managing Member may establish different Profit Sharing Percentages for any Member on a Fund-by-Fund basis with respect to each in different category categories of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Allocation) as it may determine in its sole discretion; provided, that each Member’s Profit Sharing Percentage with respect to Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund Net Income (Loss) Capital Account as it relates to the aggregate Fund Net Income (Loss) Capital Account balances of all Members. In the case of the Withdrawal of a Member, such Withdrawn former Member’s Profit Sharing Percentage Percentages shall be allocated by the Managing Member to one or more of the Members in its sole discretionremaining Members. Except as may be otherwise determined by the Managing Member, in In the case of the admission of any Member to the Company as an additional Member, the Profit Sharing Percentages of the other Members shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member pursuant to Section 6.1(b); such reduction of each other Member’s Profit Sharing Percentage shall be pro rata based upon such Member’s Profit Sharing Percentage as in effect immediately prior to the admission of the new Member. Notwithstanding the foregoing, the Managing Member may also adjust the Profit Sharing Percentage of any Member for any annual accounting period at the end of such annual accounting period in its sole discretion. (b) The Managing Member may elect to allocate to the Members less than 100% of the Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages being called an “Unallocated Percentage”). Any Unallocated Percentage for any annual accounting period may be allocated by the Managing Member at such later times and to such Members as the Managing Member shall determine; provided, that any Unallocated Percentage in any category of Net Income (Loss) for any annual accounting period that is not allocated by the Managing Member within 90 days after the end of such accounting period shall be deemed to be allocated among all Members (including the Managing Member) with previously allocated Profit Sharing Percentages in such category of Net Income (Loss) proportionately in accordance with such previously allocated Profit Sharing Percentages.in

Profit Sharing Percentages. (a) Prior to On or about the beginning of each annual accounting periodperiod (or at such other times as determined by the General Partner in its sole discretion), the Managing Member General Partner shall establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Member Partner in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), taking into account such factors as the Managing Member General Partner deems appropriate, including those referred to in Section 5.1. The Managing Member General Partner may establish different Profit Sharing Percentages for any Member Partner on a Fund-by-Fund basis with respect to each different category of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Performance Allocation) as it may determine in its sole discretion; provided, that each Member’s . The Profit Sharing Percentage Percentages for any Partner with respect to each different category of Net Income (Loss) for any individual Fund (including, without limitation, Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund ), Other Net Income (Loss) Capital Account and the Performance Allocation) may be the same or different as it relates the General Partner may determine in its sole discretion, subject to the aggregate Fund Net Income (Losslegal, tax regulatory and other considerations. The Profit Sharing Percentage(s) Capital Account balances of all Members. In any Partner for any annual accounting period may be adjusted in the case of the Withdrawal of a Member, such Withdrawn Member’s Profit Sharing Percentage shall be allocated by the Managing Member Partner pursuant to one or more of the Members in its sole discretion. Except as may be otherwise determined by the Managing Member, Section 6.5(d) and in the case of the admission of any Member Partner to the Company Partnership as an additional Member, the Profit Sharing Percentages of the other Members shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member Partner pursuant to Section 6.1(b). Notwithstanding the foregoing, the Managing Member General Partner may also adjust the Profit Sharing Percentage Percentage(s) of any Member Partner for any annual accounting period at the end of such annual accounting period in its sole discretion. For the avoidance of doubt, the General Partner shall take into account and exclude the Partnership’s capital contributions and related interests in the Funds made prior to a Partner’s admission to the Partnership in determining such Partner’s Capital Account balance and Profit Sharing Percentage(s). (b) The Managing Member General Partner may elect to allocate to the Members Partners less than 100% of the Profit Sharing Percentages of any category of Net Income (Loss) for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages being called an “Unallocated Percentage”shall be the General Partner’s). Any Unallocated Percentage for any annual accounting period may be allocated by In connection with the Managing Member at foregoing, the General Partner shall take such later times other actions and make such adjustments (including to such Members the Partnership’s books and records) as the Managing Member shall determine; providedGeneral Partner determines are necessary or appropriate in its discretion. (c) Unless the General Partner otherwise determines, that any Unallocated when a Partner has been assigned a Capital Account Interest, such Partner will have a 100% Profit Sharing Percentage in any category of the Net Income (Loss) for any annual accounting period that is not allocated by the Managing Member within 90 days after the end of related to such accounting period shall be deemed to be allocated among all Members (including the Managing Member) with previously allocated Profit Sharing Percentages in such category of Net Income (Loss) proportionately in accordance with such previously allocated Profit Sharing PercentagesCapital Account Interest.

Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the Managing Member shall establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Member in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), ) taking into account such factors as the Managing Member deems appropriate, including those referred to in Section 5.15.1(c); provided, that (i) the Managing Member may elect to establish Profit Sharing Percentages in Net Income (Loss) from any Investment acquired by the Company during such accounting period at the time such Investment is acquired in accordance with paragraph (d) below and (ii) Net Income (Loss) for such accounting period from any Investment shall be allocated in accordance with the Profit Sharing Percentages in such Investment established in accordance with paragraph (d) below. The Managing Member may establish different Profit Sharing Percentages for any Member on a Fund-by-Fund basis with respect to each in different category categories of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Allocation) as it may determine in its sole discretion; provided, that each Member’s Profit Sharing Percentage with respect to Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund Net Income (Loss) Capital Account as it relates to the aggregate Fund Net Income (Loss) Capital Account balances of all Members. In the case of the Withdrawal of a Member, such Withdrawn former Member’s Profit Sharing Percentage Percentages shall be allocated by the Managing Member to one or more of the Members in its sole discretionremaining Members. Except as may be otherwise determined by the Managing Member, in In the case of the admission of any Member to the Company as an additional Member, the Profit Sharing Percentages of the other Members shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member pursuant to Section 6.1(b); such reduction of each other Member’s Profit Sharing Percentage shall be pro rata based upon such Member’s Profit Sharing Percentage as in effect immediately prior to the admission of the new Member. Notwithstanding the foregoing, the Managing Member may also adjust the Profit Sharing Percentage of any Member for any annual accounting period at the end of such annual accounting period in its sole discretion. (b) The Managing Member may elect to allocate to the Members less than 100% of the Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages being called an “Unallocated Percentage”). Any Unallocated Percentage for any annual accounting period may be allocated by the Managing Member at such later times and to such Members as the Managing Member shall determine; provided, that any Unallocated Percentage in any category of Net Income (Loss) for any annual accounting period that is not allocated by the Managing Member within 90 days after the end of such accounting period shall be deemed to be allocated among all Members (including the Managing Member) with previously allocated in the manner determined by the Managing Member in its sole discretion. (c) Unless otherwise determined by the Managing Member in a particular case, (i) Profit Sharing Percentages in such category of Net Income (Loss) proportionately from any Investment shall be established in accordance with proportion to the Members’ respective capital contributions in respect of such previously allocated Investment and (ii) Profit Sharing PercentagesPercentages in Net Income (Loss) from each Investment shall be fixed at the time such Investment is acquired and shall not thereafter change, subject to any repurchase rights established by the Managing Member pursuant to Section 5.7.

Profit Sharing Percentages. (a) Prior to On or about the beginning of each annual accounting periodperiod (or at such other times as determined by the General Partner in its sole discretion), the Managing Member General Partner shall establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Member Partner in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), taking into account such factors as the Managing Member General Partner deems appropriate, including those referred to in Section 5.1. The Managing Member General Partner may establish different Profit Sharing Percentages for any Member Partner on a Fund-by-Fund basis with respect to each different category of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Performance Allocation) as it may determine in its sole discretion; provided, that each Member’s . The Profit Sharing Percentage Percentages for any Partner with respect to each different category of Net Income (Loss) for any individual Fund (including, without limitation, Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund ), Other Net Income (Loss) Capital Account and the Performance Allocation) may be the same or different as it relates the General Partner may determine in its sole discretion, subject to the aggregate Fund Net Income (Losslegal, tax regulatory and other considerations. The Profit Sharing Percentage(s) Capital Account balances of all Members. In any Partner for any annual accounting period may be adjusted in the case of the Withdrawal of a Member, such Withdrawn Member’s Profit Sharing Percentage shall be allocated by the Managing Member Partner pursuant to one or more of the Members in its sole discretion. Except as may be otherwise determined by the Managing Member, Section 6.5(d) and in the case of the admission of any Member Partner to the Company Partnership as an additional Member, the Profit Sharing Percentages of the other Members shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member Partner pursuant to Section 6.1(b). Notwithstanding the foregoing, the Managing Member General Partner may also adjust the Profit Sharing Percentage Percentage(s) of any Member Partner for any annual accounting period at the end of such annual accounting period in its sole discretion. For the avoidance of doubt, the General Partner shall take into account and exclude the Partnership’s capital contributions and related interests in the Funds made prior to a Partner’s admission to the Partnership in determining such Partner’s Capital Account balance and Profit Sharing Percentage(s). (b) The Managing Member General Partner may elect to allocate to the Members Partners less than 100% of the Profit Sharing Percentages of any category of Net Income (Loss) for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages being called an “Unallocated Percentage”shall be the General Partner’s). Any Unallocated Percentage for any annual accounting period may be allocated by In connection with the Managing Member at foregoing, the General Partner shall take such later times other actions and make such adjustments (including to such Members the Partnership’s books and records) as the Managing Member shall determine; provided, that any Unallocated Percentage General Partner determines are necessary or appropriate in any category of Net Income (Loss) for any annual accounting period that is not allocated by the Managing Member within 90 days after the end of such accounting period shall be deemed to be allocated among all Members (including the Managing Member) with previously allocated Profit Sharing Percentages in such category of Net Income (Loss) proportionately in accordance with such previously allocated Profit Sharing Percentagesits discretion.

Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the Managing Member General Partner shall (i) establish the profit sharing percentage (the “Profit Sharing Percentage”) Percentage of each Member Partner in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), ) taking into account such factors as the Managing Member General Partner deems appropriate, including those referred to in Section 5.15.1(d), and (ii) disclose such Profit Sharing Percentages as required by the Partnership Act; provided, however, that (i) the General Partner may elect to establish Profit Sharing Percentages in Net Income (Loss) from any Investment acquired by the Partnership during such accounting period at the time such Investment is acquired in accordance with paragraph (d) below and (ii) Net Income (Loss) for such accounting period from any Investment shall be allocated in accordance with the Profit Sharing Percentages in such Investment established in accordance with paragraph (d) below. The Managing Member General Partner may establish different Profit Sharing Percentages for any Member on a Fund-by-Fund basis with respect to each Partner in different category categories of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Allocation) as it may determine in its sole discretion; provided, that each Member’s Profit Sharing Percentage with respect to Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund Net Income (Loss) Capital Account as it relates to the aggregate Fund Net Income (Loss) Capital Account balances of all Members. In the case of the Withdrawal of a MemberPartner, such Withdrawn Memberformer Partner’s Profit Sharing Percentage Percentages shall be allocated by the Managing Member General Partner to one or more of the Members in its sole discretionremaining Partners as the General Partner shall determine. Except as may be otherwise determined by the Managing Member, in In the case of the admission of any Member Partner to the Company Partnership as an additional MemberPartner, the Profit Sharing Percentages of the other Members Partners shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member Partner pursuant to Section 6.1(b); such reduction of each other Partner’s Profit Sharing Percentage shall be pro rata based upon such Partner’s Profit Sharing Percentage as in effect immediately prior to the admission of the new Partner. Notwithstanding the foregoing, the Managing Member General Partner may also adjust the Profit Sharing Percentage of any Member Partner for any annual accounting period at the end of such annual accounting period in its sole discretion. (b) The Managing Member General Partner may elect to allocate to the Members Partners less than 100% of the Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages being called an “Unallocated Percentage”). Any Unallocated Percentage for any annual accounting period may be allocated by the Managing Member at such later times and to such Members as the Managing Member shall determine; provided, however, that any Unallocated Percentage in any category of Net Income (Loss) for any annual accounting period that is not allocated by the Managing Member General Partner within 90 days after the end of such accounting period shall be deemed to be allocated among all Members the Partners (including Holdings) in the Managing Membermanner determined by the General Partner in its sole discretion. (c) with previously allocated Unless otherwise determined by the General Partner in a particular case, (i) Profit Sharing Percentages in such category of Net Income (Loss) proportionately from any Investment shall be allocated in accordance with proportion to the Partners’ respective capital contributions in respect of such previously allocated Investment and (ii) Profit Sharing PercentagesPercentages in Net Income (Loss) from each Investment shall be fixed at the time such Investment is acquired and shall not thereafter change, subject to any repurchase rights or other requirements established by the General Partner pursuant to Section 5.7. The General Partner shall have no Profit Sharing Percentage in Net Income (Loss) from any Investment, but shall receive its pro rata share, based on its capital contribution, of earnings on short-term and temporary investments of the Partnership.

Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the Managing Member shall establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Member in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), ) taking into account such factors as the Managing Member deems appropriate, including those referred to in Section 5.15.1(d); provided, that (i) the Managing Member may elect to establish Profit Sharing Percentages in Net Income (Loss) from any Investment acquired by the Company during such accounting period at the time such Investment is acquired in accordance with paragraph (d) below and (ii) Net Income (Loss) for such accounting period from any Investment shall be allocated in accordance with the Profit Sharing Percentages in such Investment established in accordance with paragraph (d) below. The Managing Member may establish different Profit Sharing Percentages for any Member on a Fund-by-Fund basis with respect to each in different category categories of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Allocation) as it may determine in its sole discretion; provided, that each Member’s Profit Sharing Percentage with respect to Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund Net Income (Loss) Capital Account as it relates to the aggregate Fund Net Income (Loss) Capital Account balances of all Members. In the case of the Withdrawal of a Member, such Withdrawn former Member’s Profit Sharing Percentage Percentages shall be allocated by the Managing Member to one or more of the remaining Members in its sole discretion. Except as (who may be otherwise determined comprised of or include the Managing Member) as the Managing Member shall determine. Unless and until allocated by the Managing Member, in such former Member’s Profit Sharing Percentages shall be deemed to be Unallocated Percentages. In the case of the admission of any Member to the Company as an additional Member, the Profit Sharing Percentages of the other Members shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member pursuant to Section 6.1(b); such reduction of each other Member’s Profit Sharing Percentage shall be pro rata based upon such Member’s Profit Sharing Percentage as in effect immediately prior to the admission of the new Member. Notwithstanding the foregoing, the Managing Member may also adjust the Profit Sharing Percentage of any Member for any annual accounting period at the end of such annual accounting period in its sole discretion. (b) The Managing Member may elect to allocate to the Members less than 100% of the Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages being called an “Unallocated Percentage”). Any Unallocated Percentage for any annual accounting period may be allocated by the Managing Member at such later times and to such Members as the Managing Member shall determine; provided, that any Unallocated Percentage in any category of Net Income (Loss) for any annual accounting period that is not allocated by the Managing Member within 90 days after the end of such accounting period shall be deemed to be allocated among all Members (including the Managing Member) with previously allocated Profit Sharing Percentages in such category of Net Income (Loss) proportionately in accordance with such previously allocated Profit Sharing Percentages. (c) Notwithstanding the foregoing provisions hereof, (i) the Profit Sharing Percentage of any other Investor Special Member shall be as established at the time of its admission to the Company, in each case except as may be adjusted on a basis consistent with the adjustment of other Members’ Profit Sharing Percentages by reason of the admission or Withdrawal of a Member or by reason of the election by the Managing Member pursuant to Section 5.3(b) to allocate to the Members less than 100% of the Profit Sharing Percentages and (ii) the allocation of any item of Net Income (Loss) to an Investor Special Member expressed as a percentage of its share of total capital at such time shall never exceed the allocation of such items of Net Income (Loss) to the related Regular Member at such time expressed as a percentage of his total capital at such time. (d) Unless otherwise determined by the Managing Member in a particular case, (i) Profit Sharing Percentages in Net Income (Loss) from any Investment shall be allocated in proportion to the Members’ respective capital contributions in respect of such Investment and (ii) Profit Sharing Percentages in Net Income (Loss) from each Investment shall be fixed at the time such Investment is acquired and shall not thereafter change, subject to any repurchase or other requirements established by the Managing Member pursuant to Section 5.7.

Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the Managing Member shall establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Member in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), ) taking into account such factors as the Managing Member deems appropriate, including those referred to in Section 5.15.1(d); provided, that (i) the Managing Member may elect to establish Profit Sharing Percentages in Net Income (Loss) from any Investment acquired by the Company during such accounting period at the time such Investment is acquired in accordance with paragraph (d) below and (ii) Net Income (Loss) for such accounting period from any Investment shall be allocated in accordance with the Profit Sharing Percentages in such Investment established in accordance with paragraph (d) below. The Managing Member may establish different Profit Sharing Percentages for any Member on a Fund-by-Fund basis with respect to each in different category categories of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Allocation) as it may determine in its sole discretion; provided, that each Member’s Profit Sharing Percentage with respect to Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund Net Income (Loss) Capital Account as it relates to the aggregate Fund Net Income (Loss) Capital Account balances of all Members. In the case of the Withdrawal of a Member, such Withdrawn former Member’s Profit Sharing Percentage Percentages shall be allocated by the Managing Member to one or more of the Members in its sole discretionremaining Members. Except as may be otherwise determined by the Managing Member, in In the case of the admission of any Member to the Company as an additional Member, the Profit Sharing Percentages of the other Members shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member pursuant to Section 6.1(b); such reduction of each other Member’s Profit Sharing Percentage shall be pro rata based upon such Member’s Profit Sharing Percentage as in effect immediately prior to the admission of the new Member. Notwithstanding the foregoing, the Managing Member may also adjust the Profit Sharing Percentage of any Member for any annual accounting period at the end of such annual accounting period in its sole discretion. (b) The Managing Member may elect to allocate to the Members less than 100% of the Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages being called an “Unallocated Percentage”). Any Unallocated Percentage for any annual accounting period may be allocated by the Managing Member at such later times and to such Members as the Managing Member shall determine; provided, that any Unallocated Percentage in any category of Net Income (Loss) for any annual accounting period that is not allocated by the Managing Member within 90 days after the end of such accounting period shall be deemed to be allocated among all Members (including the Managing Member) with previously allocated Profit Sharing Percentages in such category of Net Income (Loss) proportionately in accordance with such previously allocated Profit Sharing Percentages.in

Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the Managing Member shall establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Member in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), ) taking into account such factors as the Managing Member deems appropriate, including those referred to in Section 5.15.1(d); provided, that (i) the Managing Member may elect to establish Profit Sharing Percentages in Net Income (Loss) from any Investment acquired by the Company during such accounting period at the time such Investment is acquired in accordance with paragraph (d) below and (ii) Net Income (Loss) for such accounting period from any Investment shall be allocated in accordance with the Profit Sharing Percentages in such Investment established in accordance with paragraph (d) below. The Managing Member may establish different Profit Sharing Percentages for any Member on a Fund-by-Fund basis with respect to each in different category categories of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Allocation) as it may determine in its sole discretion; provided, that each Member’s Profit Sharing Percentage with respect to Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund Net Income (Loss) Capital Account as it relates to the aggregate Fund Net Income (Loss) Capital Account balances of all Members. In the case of the Withdrawal of a Member, such Withdrawn former Member’s Profit Sharing Percentage Percentages shall be allocated by the Managing Member to one or more of the Members in its sole discretionremaining Members. Except as may be otherwise determined by the Managing Member, in In the case of the admission of any Member to the Company as an additional Member, the Profit Sharing Percentages of the other Members shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member pursuant to Section 6.1(b); such reduction of each other Member’s Profit Sharing Percentage shall be pro rata based upon such Member’s Profit Sharing Percentage as in effect immediately prior to the admission of the new Member. Notwithstanding the foregoing, the Managing Member may also adjust the Profit Sharing Percentage of any Member for any annual accounting period at the end of such annual accounting period in its sole discretion. (b) The Managing Member may elect to allocate to the Members less than 100% of the Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages being called an “Unallocated Percentage”). Any Unallocated Percentage for any annual accounting period may be allocated by the Managing Member at such later times and to such Members as the Managing Member shall determine; provided, that any Unallocated Percentage in any category of Net Income (Loss) for any annual accounting period that is not allocated by the Managing Member within 90 days after the end of such accounting period shall be deemed to be allocated among all Members (including the Managing Member) with previously allocated in the manner determined by the Managing member in its sole discretion. (c) [Intentionally Omitted] (d) Unless otherwise determined by the Managing Member in a particular case, (i) Profit Sharing Percentages in such category of Net Income (Loss) proportionately from any Investment shall be established in accordance with proportion to the Members’ respective capital contributions in respect of such previously allocated Investment and (ii) Profit Sharing PercentagesPercentages in Net Income (Loss) from each Investment shall be fixed at the time such Investment is acquired and shall not thereafter change, subject to any repurchase rights established by the Managing Member pursuant to Section 5.7.

Profit Sharing Percentages. (a) Prior to the beginning of each annual accounting period, the Managing Member General Partner shall (i) establish the profit sharing percentage (the “Profit Sharing Percentage”) of each Member Partner in each category of Net Income (Loss) for such annual accounting period pursuant to Section 5.1(a), ) taking into account such factors as the Managing Member General Partner deems appropriate, including those referred to in Section 5.15.1(d), and (ii) disclose such Profit Sharing Percentages as required by the Partnership Act; provided, however, that (i) the General Partner may elect to establish Profit Sharing Percentages in Net Income (Loss) from any Investment acquired by the Partnership during such accounting period at the time such Investment is acquired in accordance with paragraph (d) below and (ii) Net Income (Loss) for such accounting period from any Investment shall be allocated in accordance with the Profit Sharing Percentages in such Investment established in accordance with paragraph (d) below. The Managing Member General Partner may establish different Profit Sharing Percentages for any Member on a Fund-by-Fund basis with respect to each Partner in different category categories of Net Income (Loss) for each such Fund (including, without limitation, Fund Net Income (Loss), Other Net Income (Loss) and the Incentive Allocation) as it may determine in its sole discretion; provided, that each Member’s Profit Sharing Percentage with respect to Fund Net Income (Loss) shall be based on such Member’s Capital Account balance in such Member’s Fund Net Income (Loss) Capital Account as it relates to the aggregate Fund Net Income (Loss) Capital Account balances of all Members. In the case of the Withdrawal of a MemberPartner, such Withdrawn Memberformer Partner’s Profit Sharing Percentage Percentages shall be allocated by the Managing Member General Partner to one or more of the Members in its sole discretionremaining Partners as the General Partner shall determine. Except as may be otherwise determined by the Managing Member, in In the case of the admission of any Member Partner to the Company Partnership as an additional MemberPartner, the Profit Sharing Percentages of the other Members Partners shall be reduced on a pro rata basis (based on such Members’ respective Profit Sharing Percentages in effect immediately prior to such admission) by an amount equal to the Profit Sharing Percentage allocated to such new Member Partner pursuant to Section 6.1(b); such reduction of each other Partner’s Profit Sharing Percentage shall be pro rata based upon such Partner’s Profit Sharing Percentage as in effect immediately prior to the admission of the new Partner. Notwithstanding the foregoing, the Managing Member General Partner may also adjust the Profit Sharing Percentage of any Member Partner for any annual accounting period at the end of such annual accounting period in its sole discretionperiod. (b) The Managing Member General Partner may elect to allocate to the Members Partners less than 100% of the Profit Sharing Percentages of any category for any annual accounting period at the time specified in Section 5.3(a) for the annual fixing of Profit Sharing Percentages (any remainder of such Profit Sharing Percentages being called an “Unallocated Percentage”). Any Unallocated Percentage for any annual accounting period may be allocated by the Managing Member at such later times and to such Members as the Managing Member shall determine; provided, however, that any Unallocated Percentage in any category of Net Income (Loss) for any annual accounting period that is not allocated by the Managing Member General Partner within 90 days after the end of such accounting period shall be deemed to be allocated among all Members the Partners (including Holdings) in the Managing Membermanner determined by the General Partner in its sole discretion. (c) with previously allocated Unless otherwise determined by the General Partner in a particular case, (i) Profit Sharing Percentages in such category of Net Income (Loss) proportionately from any Investment shall be allocated in accordance with proportion to the Partners’ respective capital contributions in respect of such previously allocated Investment and (ii) Profit Sharing PercentagesPercentages in Net Income (Loss) from each Investment shall be fixed at the time such Investment is acquired and shall not thereafter change, subject to any repurchase rights or other requirements established by the General Partner pursuant to Section 5.7. The General Partner shall have no Profit Sharing Percentage in Net Income (Loss) from any Investment, but shall receive its pro rata share, based on its capital contribution, of earnings on short-term and temporary investments of the Partnership.