ave agreed to be bound by all of the provisions of this Agreement and the Covenants Agreement. c. Each Executive shall be permitted to designate a Family LLC to become a Member in place of such Executive. All references herein to a Member, Non- Managing Member or Departed Non-Managing Member that is a Fam

u. "Departed Non-Managing Member" shall mean an Executive (or Family LLC that has been formed by an Executive) that dies, becomes permanently disabled, is terminated by the Firm with or without Cause, resigns or retires.

ain Coinvestment Vehicles) or accounts established by the Firm after the date hereof. Ill. "Non-Managing Member" shall mean each Executive or the Family LLC designated by such Executive to be a Member in his place. numn. "Note" shall means a secured promissory note executed by a Non- Managing Member and

. "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