EFTA01359044

1. "Cerberus Executive Entities" shall have the meaning set forth in Section 30. m. "Citi Loan" means the term loan credit facility entered into between the Company, as borrower, the guarantors referred to therein, Citibank, N.A., as administrative agent, Citibank, N.A., as a lender, and the other lenders from time to time party thereto. n. "Citi Loan Amount" shall have the meaning set forth in Section llh(1). o. "Coinvestment Vehicles" shall mean coinvestment entities that invest in one or more Investments alongside the Funds and pay or allocate performance-based compensation or asset-based compensation to the Firm. "Company" shall have the meaning set forth in the Preamble. "Compensation Committee" shall mean the compensation committee of the Firm established in accordance with Section 6e. r. "Covenants Agreement" shall mean, with respect to each Member, the separate Covenants Agreement setting forth the restrictive covenants applicable to such Member, which shall be executed by each Member as a condition to being admitted as a Member of the Company, substantially in the form attached hereto as Exhibit A. s. "Deficit Loans" shall have the meaning set forth in Section 11g. t. "Delaware Act" shall mean the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et as amended from time to time. DOC ID 25061468.12 7 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047050 CONFIDENTIAL SDNY_GM_00193234 EFTA01359044