EFTA Document EFTA01359092

d. Retirement. A Departed Non-Managing Member that enters Retirement shall vest with respect to all allocations to such Non-Managing Member's Capital Account so long as such Departed Non-Managing Member complies with the Covenants Agreement. Failure to comply with the Covenants Agreement shall result in such Departed Non- Managing Member's Capital Account being forfeited. e. Reallocation of Forfeited Capital Accounts. Forfeited Capital Accounts shall be reallocated, at the Managing Member