Common use of Assignment of Carried Interest Points Clause in Contracts

Assignment of Carried Interest Points. (a) On or prior to January 1 of each fiscal year, commencing in 2007, or as soon as practicable thereafter (the "ANNUAL ALLOCATION DATE"), the General Partner shall assign each Partner (including the General Partner) a number (which may include fractional numbers or may be zero) of carried interest points (the "CARRIED INTEREST POINTS") for all Fund Investments made by all Funds during the fiscal year commencing on such January 1 (the "CARRIED INTEREST ANNUAL POOL"). The aggregate number of Carried Interest Points for any Fund Investment shall be 20, and the amount of the Carried Interest with respect to each Fund Investment for such fiscal year allocated to a Partner shall be calculated by multiplying the Carried Interest by a fraction, the numerator of which shall be the number of points so assigned and the denominator of which shall be 20. Each Carry Participating Partner's share of the Carried Interest for any Fund Investment is referred to herein as his "CARRIED INTEREST SHARE". (a) Carried Interest Points shall be awarded in accordance with the following: (i) 50% of the Carried Interest Points for each Fund Investment shall be awarded to the General Partner; and (ii) 50% of the Carried Interest Points for each Fund Investment shall be awarded to the SAVP Partners (the "SAVP CARRIED INTEREST POINTS") in such a manner and at such times as may be recommended by the Co-Chairmen, subject to the approval of each GHL Investment Committee Member (provided that, if no such approval is obtained, then ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ will be entitled to receive the same Carried Interest Points as were awarded for the prior fiscal year). With respect to each Fund Investment made during the 2006 fiscal year and with respect to Partners who have been admitted as such on the date of this Agreement, the Carried Interest Points shall be set forth in Schedule I to this Agreement with respect to such Partner (the "ALLOCATION SCHEDULE"), which shall be maintained by the General Partner and the Partnership and updated to reflect any changes in the allocation of Carried Interest Points. The General Partner shall advise each Partner of such Partner's Carried Interest Points in effect at any time, and the General Partner may, in its discretion, to the maximum extent permitted by applicable law, decline to disclose such Carried Interest Points to any other Person. With respect to each Fund Investment made during any fiscal year, the Carried Interest Points (as determined in accordance with this ySection 3.02(a) or adjusted in accordance with this Article 3) of each Partner having an interest in such Fund Investment shall be set forth in the Allocation Schedule. Except as otherwise provided in this Article 3, such Carried Interest Points shall not be changed after they are determined in accordance with this Section 3.02(a). (b) The General Partner may award Carried Interest Points to newly admitted Partners and may award additional Carried Interest Points to existing Partners at any time during the course of a fiscal year. In making such award the General Partner may, in its discretion, determine whether the Carried Interest Points assigned to such Person shall be calculated as if such Person was admitted as a Partner on the date such award was determined or any other date or in any other manner that the General Partner in its discretion shall determine is appropriate in light of the circumstances giving rise to such determination. Such awards shall be made either from Reserved Carried Interest Points, from Reallocated Carried Interest Points, from Forfeited Carried Interest Points or through a reallocation of Carried Interest Points as provided in Section 3.03. (c) Notwithstanding anything in this Agreement to the contrary, the General Partner may, in its discretion, elect to reserve a portion of the SAVP Carried Interest Points for allocation at any time during the period ending on January 31 of the fiscal year next succeeding the fiscal year for which an allocation of SAVP Carried Interest Points has been made to any SAVP Partner (the "RESERVED SAVP CARRIED INTEREST POINTS"). During any fiscal year, all Reserved SAVP Carried Interest Points with respect to the Fund Investments made during such fiscal year shall be initially allocated to the General Partner. From time to time during each fiscal year, the General Partner will assign such Reserved SAVP Carried Interest Points to SAVP Partners, pursuant to an Assignment of Carried Interest Points as provided in Schedule II (either for an annual basis or an investment by investment basis) and the Allocation Schedule shall be revised accordingly to reflect such award. If the Reserved SAVP Carried Interest Points have not been so allocated by January 31 of the next succeeding fiscal year, they shall be allocated pro rata among the SAVP Partners based on each SAVP Partner's Carried Interest Share (as determined for the fiscal year in which the Carried Interest Points were reserved) in the relevant Fund Investments. (d) If any Carried Interest Points awarded to any SAVP Partner are later surrendered or forfeited by such Partner or otherwise reduced in accordance with this Article 3, such surrendered, forfeited or reduced Carried Interest Points shall, unless otherwise allocated pursuant to Section 3.02(c) or as otherwise determined by the General Partner in its discretion, be reallocated to the other SAVP Partners on a pro rata basis in accordance with their Carried Interest Share in the relevant Fund Investments.

Assignment of Carried Interest Points. (a) On or prior to January 1 of each fiscal year, commencing in 20072006, or as soon as practicable thereafter (the "ANNUAL ALLOCATION DATE"“Annual Allocation Date”), the General Partner shall assign each Partner (including the General Partner) a number (which may include fractional numbers or may be zeronumbers) of carried interest points (the "CARRIED INTEREST POINTS"“Carried Interest Points”) for all Fund Investments made by all Funds during the fiscal year commencing on such January 1 (the "CARRIED INTEREST ANNUAL POOL"“Carried Interest Annual Pool”). The aggregate number of Carried Interest Points for any Fund Investment shall be 20, and the amount of the Carried Interest with respect to each Fund Investment for such fiscal year allocated to a Partner shall be calculated by multiplying the Carried Interest by a fraction, the numerator of which shall be the number of points so assigned and the denominator of which shall be 20. Each Carry Participating Partner's ’s share of the Carried Interest for any Fund Investment is referred to herein as his "CARRIED INTEREST SHARE". (a) “Carried Interest Points shall be awarded in accordance with the following: (i) 50% of the Carried Interest Points for each Fund Investment shall be awarded to the General Partner; and (ii) 50% of the Carried Interest Points for each Fund Investment shall be awarded to the SAVP Partners (the "SAVP CARRIED INTEREST POINTS") in such a manner and at such times as may be recommended by the Co-Chairmen, subject to the approval of each GHL Investment Committee Member (provided that, if no such approval is obtained, then ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ will be entitled to receive the same Carried Interest Points as were awarded for the prior fiscal year)Share”. With respect to each Fund Investment made during the 2006 2005 fiscal year and with respect to Partners who have been admitted as such on the date of this Agreement, the Carried Interest Points shall be set forth in Schedule I to this Agreement with respect to such Partner (the "ALLOCATION SCHEDULE"“Allocation Schedule”), which shall be maintained by the General Partner and the Partnership and updated to reflect any changes in the allocation of Carried Interest Points. The General Partner shall advise each Partner of such Partner's ’s Carried Interest Points in effect at any time, and the General Partner may, in its discretion, to the maximum extent permitted by applicable law, decline to disclose such Carried Interest Points to any other Person. With respect to each Fund Investment made during any fiscal year, the Carried Interest Points (as determined in accordance with this ySection Section 3.02(a) or adjusted in accordance with this Article 3) of each Partner having an interest in such Fund Investment shall be set forth in the Allocation Schedule. Except as otherwise provided in this Article 3, such Carried Interest Points shall not be changed after they are determined in accordance with this Section 3.02(a). (b) The General Partner may award Carried Interest Points to newly admitted Partners and may award additional Carried Interest Points to existing Partners at any time during the course of a fiscal year. In making such award the General Partner may, in its discretion, determine whether the Carried Interest Points assigned to such Person shall be calculated as if such Person was admitted as a Partner on the date such award was determined or any other date or in any other manner that the General Partner in its discretion shall determine is appropriate in light of the circumstances giving rise to such determination. Such awards shall be made either from Reserved Carried Interest Points, from Reallocated Carried Interest Points, from Forfeited Carried Interest Points or through a reallocation of Carried Interest Points as provided in Section 3.03. (c) Notwithstanding anything in this Agreement to the contrary, the General Partner may, in its discretion, elect to reserve a portion of the SAVP Carried Interest Points for allocation at any time during the period ending on January 31 of the fiscal year next succeeding the fiscal year for which an allocation of SAVP Carried Interest Points has been made to any SAVP Partner (the "RESERVED SAVP CARRIED INTEREST POINTS"). During any fiscal year, all Reserved SAVP Carried Interest Points with respect to the Fund Investments made during such fiscal year shall be initially allocated to the General Partner. From time to time during each fiscal year, the General Partner will assign such Reserved SAVP Carried Interest Points to SAVP Partners, pursuant to an Assignment of Carried Interest Points as provided in Schedule II (either for an annual basis or an investment by investment basis) and the Allocation Schedule shall be revised accordingly to reflect such award. If the Reserved SAVP Carried Interest Points have not been so allocated by January 31 of the next succeeding fiscal year, they shall be allocated pro rata among the SAVP Partners based on each SAVP Partner's Carried Interest Share (as determined for the fiscal year in which the Carried Interest Points were reserved) in the relevant Fund Investments. (d) If any Carried Interest Points awarded to any SAVP Partner are later surrendered or forfeited by such Partner or otherwise reduced in accordance with this Article 3, such surrendered, forfeited or reduced Carried Interest Points shall, unless otherwise allocated pursuant to Section 3.02(c) or as otherwise determined by the General Partner in its discretion, be reallocated to the other SAVP Partners on a pro rata basis in accordance with their Carried Interest Share in the relevant Fund Investments.

Assignment of Carried Interest Points. (a) On or prior to January 1 of each fiscal year, commencing in 20072004, or as soon as practicable thereafter (the "ANNUAL ALLOCATION DATE"), the General Partner shall assign each Partner (including the General Partner) a number (which may include fractional numbers or may be zeronumbers) of carried interest points (the "CARRIED INTEREST POINTS") for all Fund Investments made by all Funds during the fiscal year commencing on such January 1 (the "CARRIED INTEREST ANNUAL POOL"). The aggregate number of Carried Interest Points for any Fund Investment shall be 20200, and the amount of the Carried Interest with respect to each Fund Investment for such fiscal year allocated to a Partner shall be calculated by multiplying the Carried Interest by a fraction, the numerator of which shall be the number of points so assigned and the denominator of which shall be 20200. Each Carry Participating Partner's share of the Carried Interest for any Fund Investment is referred to herein as his "CARRIED INTEREST SHARE". (a) Carried Interest Points shall be awarded in accordance with the following: (i) 50% of the Carried Interest Points for each Fund Investment shall be awarded to the General Partner; and (ii) 50% of the Carried Interest Points for each Fund Investment shall be awarded to the SAVP Partners (the "SAVP CARRIED INTEREST POINTS") in such a manner and at such times as may be recommended by the Co-Chairmen, subject to the approval of each GHL Investment Committee Member (provided that, if no such approval is obtained, then ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ will be entitled to receive the same Carried Interest Points as were awarded for the prior fiscal year). With respect to each Fund Investment made during the 2006 2004 fiscal year and with respect to Partners who have been admitted as such on the date of this Agreement, the Carried Interest Points shall be set forth in Schedule I to this Agreement with respect to such Partner (the "ALLOCATION SCHEDULE"), which shall be maintained by the General Partner and the Partnership and updated to reflect any changes in the allocation of Carried Interest Points. The General Partner shall advise each Partner of such Partner's Carried Interest Points in effect at any time, and the General Partner may, in its discretion, to the maximum extent permitted by applicable law, decline to disclose such Carried Interest Points to any other Person. With respect to each Fund Investment made during any fiscal year, the Carried Interest Points (as determined in accordance with this ySection Section 3.02(a) or adjusted in accordance with this Article 3) of each Partner having an interest in such Fund Investment shall be set forth in the Allocation Schedule. Except as otherwise provided in this Article 3, such Carried Interest Points shall not be changed after they are determined in accordance with this Section 3.02(a). (b) The General Partner may award Carried Interest Points to newly admitted Partners and may award additional Carried Interest Points to existing Partners at any time during the course of a fiscal year. In making such award the General Partner may, in its discretion, determine whether the Carried Interest Points assigned to such Person shall be calculated as if such Person was admitted as a Partner on the date such award was determined or any other date or in any other manner that the General Partner in its discretion shall determine is appropriate in light of the circumstances giving rise to such determination. Such awards shall be made either from Reserved Carried Interest Points, from Reallocated Carried Interest Points, from Forfeited Carried Interest Points or through a reallocation of Carried Interest Points as provided in Section 3.03. (c) Notwithstanding anything in this Agreement to the contrary, the General Partner may, in its discretion, elect to reserve a portion of the SAVP Carried Interest Points for allocation at any time during the period ending on January 31 of the fiscal year next succeeding the fiscal year for which an allocation of SAVP Carried Interest Points has been made to any SAVP Partner (the "RESERVED SAVP CARRIED INTEREST POINTS"). During any fiscal year, all Reserved SAVP Carried Interest Points with respect to the Fund Investments made during such fiscal year shall be initially allocated to the General Partner. From time to time during each fiscal year, the General Partner will assign such Reserved SAVP Carried Interest Points to SAVP Partners, pursuant to an Assignment of Carried Interest Points as provided in Schedule II (either for an annual basis or an investment by investment basis) and the Allocation Schedule shall be revised accordingly to reflect such award. If the Reserved SAVP Carried Interest Points have not been so allocated by January 31 of the next succeeding fiscal year, they shall be allocated pro rata among the SAVP Partners based on each SAVP Partner's Carried Interest Share (as determined for the fiscal year in which the Carried Interest Points were reserved) in the relevant Fund Investments. (d) If any Carried Interest Points awarded to any SAVP Partner are later surrendered or forfeited by such Partner or otherwise reduced in accordance with this Article 3, such surrendered, forfeited or reduced Carried Interest Points shall, unless otherwise allocated pursuant to Section 3.02(c) or as otherwise determined by the General Partner in its discretion, be reallocated to the other SAVP Partners on a pro rata basis in accordance with their Carried Interest Share in the relevant Fund Investments.

Assignment of Carried Interest Points. (a) On or prior to January 1 of each fiscal year, commencing in 2007, or as soon as practicable thereafter (the "ANNUAL ALLOCATION DATEAnnual Allocation Date"), the General Partner Management Board shall assign each Partner (including the General Partner) Member a number (which may include fractional numbers or may be zeronumbers) of carried interest points (the "CARRIED INTEREST POINTSCarried Interest Points") for all Fund Investments made by all Funds during the fiscal year commencing on such January 1 (the "CARRIED INTEREST ANNUAL POOLCarried Interest Annual Pool"). The aggregate number of Carried Interest Points for any Fund Investment shall be 20equal to the Carried Interest Points of the Company under the Partnership Agreement (the "GP Points"), and the amount of the Carried Interest with respect to each Fund Investment for such fiscal year allocated to a Partner Member shall be calculated by multiplying the Carried Interest by a fraction, the numerator of which shall be the number of points so assigned awarded and the denominator of which shall be 20. the GP Points Each Carry Participating Partner's share of the Carried Interest for any Fund Investment is referred to herein as his "CARRIED INTEREST SHARE". (a) Carried Interest Points shall be awarded in accordance with the following: (i) 50% of the Carried Interest Points for each Fund Investment shall be awarded to the General Partner; and (ii) 50% of the Carried Interest Points for each Fund Investment shall be awarded to the SAVP Partners (the Share"SAVP CARRIED INTEREST POINTS") in such a manner and at such times as may be recommended by the Co-Chairmen, subject to the approval of each GHL Investment Committee Member (provided that, if no such approval is obtained, then ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ will be entitled to receive the same Carried Interest Points as were awarded for the prior fiscal year). With respect to each Fund Investment made during the 2006 2000 fiscal year and with respect to Partners Members who have been admitted as such on the date of this Agreement, the Carried Interest Points shall be set forth in Schedule I to this Agreement with respect to such Partner Member (the "ALLOCATION SCHEDULEAllocation Schedule"), which shall be maintained by the General Partner Management Board and the Partnership Company and updated to reflect any changes in the allocation of Carried Interest Points. The General Partner Management Board shall advise each Partner Member of such Partner's Carried Interest Points in effect at any time, and the General Partner may, in its discretion, to the maximum extent permitted by applicable law, decline to disclose such Carried Interest Points to any other Person. With respect to each Fund Investment made during any fiscal year, the Carried Interest Points (as determined in accordance with this ySection Section 3.02(a) or adjusted in accordance with this Article 3) of each Partner Member having an interest in such Fund Investment shall be set forth in the Allocation Schedule. Except as otherwise provided in this Article 3, such Carried Interest Points shall not be changed after they are determined in accordance with this Section 3.02(a). (b) The General Partner may award Carried Interest Points to newly admitted Partners and may award additional Carried Interest Points to existing Partners at any time during the course of a fiscal year. In making such award the General Partner may, in its discretion, determine whether the Carried Interest Points assigned to such Person shall be calculated as if such Person was admitted as a Partner on the date such award was determined or any other date or in any other manner that the General Partner in its discretion shall determine is appropriate in light of the circumstances giving rise to such determination. Such awards shall be made either from Reserved Carried Interest Points, from Reallocated Carried Interest Points, from Forfeited Carried Interest Points or through a reallocation of Carried Interest Points as provided in Section 3.03. (c) Notwithstanding anything in this Agreement to the contrary, the General Partner may, in its discretion, elect to reserve a portion of the SAVP Carried Interest Points for allocation at any time during the period ending on January 31 of the fiscal year next succeeding the fiscal year for which an allocation of SAVP Carried Interest Points has been made to any SAVP Partner (the "RESERVED SAVP CARRIED INTEREST POINTS"). During any fiscal year, all Reserved SAVP Carried Interest Points with respect to the Fund Investments made during such fiscal year shall be initially allocated to the General Partner. From time to time during each fiscal year, the General Partner will assign such Reserved SAVP Carried Interest Points to SAVP Partners, pursuant to an Assignment of Carried Interest Points as provided in Schedule II (either for an annual basis or an investment by investment basis) and the Allocation Schedule shall be revised accordingly to reflect such award. If the Reserved SAVP Carried Interest Points have not been so allocated by January 31 of the next succeeding fiscal year, they shall be allocated pro rata among the SAVP Partners based on each SAVP Partner's Carried Interest Share (as determined for the fiscal year in which the Carried Interest Points were reserved) in the relevant Fund Investments. (d) If any Carried Interest Points awarded to any SAVP Partner are later surrendered or forfeited by such Partner or otherwise reduced in accordance with this Article 3, such surrendered, forfeited or reduced Carried Interest Points shall, unless otherwise allocated pursuant to Section 3.02(c) or as otherwise determined by the General Partner in its discretion, be reallocated to the other SAVP Partners on a pro rata basis in accordance with their Carried Interest Share in the relevant Fund Investments.

Assignment of Carried Interest Points. (a) On or prior to January 1 of each fiscal year, commencing in 2007, or as soon as practicable thereafter (the "ANNUAL ALLOCATION DATEAnnual Allocation Date"), (i) the General Partner shall assign each Partner (including the General Partner) a number (which may include fractional numbers or may be zeronumbers) of carried interest points (the "CARRIED INTEREST POINTSCarried Interest Points"), and (ii) ▇▇▇▇▇▇▇▇▇ shall be assigned 10 Carried Interest Points, or such other amount as determined by the General Partner (the "▇▇▇▇▇▇▇▇▇ Points"), in each case for all Fund Investments made by all Funds during the fiscal year commencing on such January 1 (the "CARRIED INTEREST ANNUAL POOLCarried Interest Annual Pool"). The aggregate number of Carried Interest Points for any Fund Investment shall be 20200, and the amount of the Carried Interest with respect to each Fund Investment for such fiscal year allocated to a Partner shall be calculated by multiplying the Carried Interest by a fraction, the numerator of which shall be the number of points so assigned and the denominator of which shall be 20200. Each Carry Participating Partner's share of the Carried Interest for any Fund Investment is referred to herein as his "CARRIED INTEREST SHARE". (a) Carried Interest Points shall be awarded in accordance with the following: (i) 50% of the Carried Interest Points for each Fund Investment shall be awarded to the General Partner; and (ii) 50% of the Carried Interest Points for each Fund Investment shall be awarded to the SAVP Partners (the Share"SAVP CARRIED INTEREST POINTS") in such a manner and at such times as may be recommended by the Co-Chairmen, subject to the approval of each GHL Investment Committee Member (provided that, if no such approval is obtained, then ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ will be entitled to receive the same Carried Interest Points as were awarded for the prior fiscal year). With respect to each Fund Investment made during the 2006 2000 fiscal year and with respect to Partners who have been admitted as such on the date of this Agreement, the Carried Interest Points shall be set forth in Schedule I to this Agreement with respect to such Partner (the "ALLOCATION SCHEDULEAllocation Schedule"), which shall be maintained by the General Partner and the Partnership and updated to reflect any changes in the allocation of Carried Interest Points. The General Partner shall advise each Partner of such Partner's Carried Interest Points in effect at any time, and the General Partner may, in its discretion, to the maximum extent permitted by applicable law, decline to disclose such Carried Interest Points to any other Person. With respect to each Fund Investment made during any fiscal year, the Carried Interest Points (as determined in accordance with this ySection Section 3.02(a) or adjusted in accordance with this Article 3) of each Partner having an interest in such Fund Investment shall be set forth in the Allocation Schedule. Except as otherwise provided in this Article 3, such Carried Interest Points shall not be changed after they are determined in accordance with this Section 3.02(a). (b) The General Partner may award Carried Interest Points to newly admitted Partners and may award additional Carried Interest Points to existing Partners at any time during the course of a fiscal year. In making such award the General Partner may, in its discretion, determine whether the Carried Interest Points assigned to such Person shall be calculated as if such Person was admitted as a Partner on the date such award was determined or any other date or in any other manner that the General Partner in its discretion shall determine is appropriate in light of the circumstances giving rise to such determination. Such awards shall be made either from Reserved Carried Interest Points, from Reallocated Carried Interest Points, from Forfeited Carried Interest Points or through a reallocation of Carried Interest Points as provided in Section 3.03. (c) Notwithstanding anything in this Agreement to the contrary, the General Partner may, in its discretion, elect to reserve a portion of the SAVP Carried Interest Points for allocation at any time during the period ending on January 31 of the fiscal year next succeeding the fiscal year for which an allocation of SAVP Carried Interest Points has been made to any SAVP Partner (the "RESERVED SAVP CARRIED INTEREST POINTS"). During any fiscal year, all Reserved SAVP Carried Interest Points with respect to the Fund Investments made during such fiscal year shall be initially allocated to the General Partner. From time to time during each fiscal year, the General Partner will assign such Reserved SAVP Carried Interest Points to SAVP Partners, pursuant to an Assignment of Carried Interest Points as provided in Schedule II (either for an annual basis or an investment by investment basis) and the Allocation Schedule shall be revised accordingly to reflect such award. If the Reserved SAVP Carried Interest Points have not been so allocated by January 31 of the next succeeding fiscal year, they shall be allocated pro rata among the SAVP Partners based on each SAVP Partner's Carried Interest Share (as determined for the fiscal year in which the Carried Interest Points were reserved) in the relevant Fund Investments. (d) If any Carried Interest Points awarded to any SAVP Partner are later surrendered or forfeited by such Partner or otherwise reduced in accordance with this Article 3, such surrendered, forfeited or reduced Carried Interest Points shall, unless otherwise allocated pursuant to Section 3.02(c) or as otherwise determined by the General Partner in its discretion, be reallocated to the other SAVP Partners on a pro rata basis in accordance with their Carried Interest Share in the relevant Fund Investments.