EFTA01359054

indemnification and similar claims, electricity and maintenance (all to the extent not reimbursed by the Funds); provided, however, that deferred compensation (including deferred payments in the form of partnership distributions) shall generally be treated as an expense of the Firm for the year with respect to which it is paid (a deferred bonus earned for 2011 but payable on March 15, 2014 shall be an expense for this purpose in 2013); provided, further, that all deferred bonuses payable by the Firm after the date hereof which were earned with respect to 2009 and prior years shall not be expenses of the Firm for that purpose to the extent set forth in the Revised Supplements and otherwise set forth in the deferred compensation schedule maintained for this purpose by the Firm and approved by Feinberg as of the date hereof but shall be payable by Feinberg from amounts he receives pursuant to Section 11e or otherwise. vvv. "Permanent Disability" shall mean, with respect to a Non- Managing Member, that such Non-Managing Member is unable to perform the essential functions of his services, for physical or mental reasons, with or without reasonable accommodation, for 90 consecutive days, or 180 days during any twelve-month period, as the Managing Member shall reasonably determine. www. "Permitted Transferee" shall mean, with respect to an Executive, (i) the estate, personal representatives or executors of such Executive, (ii) any Family LLC of such Executive and (iii) any other Person consented to by the Managing Member. xxx. "Person" shall mean any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental body, registered or unregistered pooled investment vehicle, managed account, or other entity of any kind. DOC ID • 25061468.12 17 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047060 CONFIDENTIAL SDNY_GM_00193244 EFTA01359054