Common use of Sharing Ratios Clause in Contracts

Sharing Ratios. (a) A separate Sharing Ratio shall be assigned by the General Partner to each Partner (other than Class C Limited Partners) of a Series for each separate Investment within such Series. The Sharing Ratios for each separate Investment in a given Series shall be set forth on a separate Investment Sharing Ratio Letter for each Partner for such Investment within such Series. (b) The Sharing Ratio assigned to any Key Participant with respect to each Investment shall not be less than the Minimum Percentage of such Key Participant in effect as of the date the Fund Entities acquire such Investment; provided, however, that (i) any Key Participant (or, in the case of a Key Participant that is a Feeder Fund Investor, the applicable Feeder Fund on such Key Participant’s behalf) may agree with the General Partner to a Sharing Ratio for any Investment that is less than such Key Participant’s Minimum Percentage, (ii) all Sharing Ratios are subject to adjustment pursuant to Section 10.03 hereof notwithstanding the designated Minimum Percentage, and (iii) the Sharing Ratio assigned to any Key Participant for an Investment may be less than such Key Participant’s Minimum Percentage (A) to the extent necessary to dilute the Key Participant to accommodate the addition of new members to a deal team, (B) to the extent the General Partner determines that such a dilution of the Sharing Ratio of a Key Participant for an Investment is necessary or desirable to accommodate the assignment of a Sharing Ratio for such Investment to one or more Limited Partners who are part of an Industry Deal Team that the General Partner has determined in its sole and absolute discretion is responsible, in whole or in part, for sourcing, negotiating or managing such Investment, (C) to reflect inadequate performance by the Key Participant, as determined by the General Partner in its sole and absolute discretion, (D) to reflect a change in the role that a Key Participant serves with respect to the Fund Entities, (E) if the General Partner determines in good faith that a Key Participant’s Sharing Ratio should be reduced to reflect the quality or extent of such Key Participant’s services to the Partnership or its Affiliates relative to the services provided by other Key Participants, or (F) if the General Partner determines in good faith that a valid business reason justifies the reduction of a Key Participant’s Sharing Ratio. (c) Unless otherwise set forth in writing for a particular Investment, for each Investment a Sharing Ratio will be assigned to The Carlyle Group Employee Co., L.L.C. in its capacity as nominee of the annual Equity Pools (the “Nominee”); provided that such Sharing Ratio shall be subject to adjustment as provided herein. (d) Subject to Section 3.03(e), the General Partner in its sole and absolute discretion is authorized to increase the Sharing Ratio of a Class B Limited Partner for a particular Investment within a Series at any time. Any such adjustments shall dilute the Sharing Ratios of the Class A Limited Partners (other than the Sharing Ratio held by the Nominee) in proportion to their respective Sharing Ratios with respect to such Series. (e) Notwithstanding anything to the contrary expressed or implied by this Agreement, the aggregate Sharing Ratios of the Class B Limited Partners of a Series (including Persons hereafter admitted as Class B Limited Partners pursuant to Section 3.04 below) for any Investment within any Series shall in no event exceed the percentage set forth in the books and records of the Partnership (including the Sharing Ratio directly or indirectly held by the Nominee in its capacity as a Class B Limited Partner) without the prior written consent of the General Partner and each Class A Limited Partner of that Series, which consent may be granted or denied in the sole and absolute discretion of the General Partner and each such Class A Limited Partner in that Series (as adjusted from time to time with such consent, the “Percentage Cap”). Notwithstanding the foregoing, the aggregate of all Sharing Ratios assigned to the Class B Limited Partners for a particular Investment within a Series is not required to be the Percentage Cap and may be less than the Percentage Cap. (f) The Sharing Ratios for each Limited Partner with respect to separate Investments within a Series shall be designated by the General Partner on a separate Investment Sharing Ratio Letter for such Limited Partner with respect to such Investment, and each such Investment Sharing Ratio Letter shall be deemed a part of this Agreement without any further action by or on behalf of any other Limited Partner. In addition, within 120 days after the end of a calendar year, the General Partner shall deliver to each Class B Limited Partner a letter setting forth the initial Sharing Ratio of such Limited Partner for Investments acquired during the previous calendar year and the Series of Partnership Interests of which such Investments will constitute part of the assets.