all have the meaning set forth in Section 13. ggg. "Loan" shall mean a term loan made by the Company to a Non- Managing Member from the proceeds of the Citi Loan evidenced by a Note and secured by the Note Collateral. hhh. "Management Committee" shall mean the management committee of the Firm established i

r may cause the Company to (a) borrow funds (and pay fees, interest and principal in connection therewith) from one or more lenders; (b) enter into the Citi Loan, borrow funds (and pay fees, principal and interest in connection therewith) from one or more lenders in connection with the Citi Loan and (c) make

ault Event under the applicable Note (or similar event relating to any other loan(s)), 11f, to the Non-Managing Members that receive Loans to repay the Citi Loan (or that receive, directly or indirectly, the proceeds of any other loan) to the extent possible. In addition, the Company may (x) hold amounts in r

the Non-Managing Members in a fair and equitable manner as determined by the Managing Member; provided that fees, principal and interest paid under the Citi Loan (or any similar loan) shall be allocated to the Non-Managing Members (or to the extent applicable, Departed Non- DOC ID 25061468.12 42 CONFIDENTIA

wise distributable to Feinberg as equity holder of a Fund Manager are used to pay fees, principal and interest in connection with a loan (including the Citi Loan), such amount shall be deemed to have been loaned to the Company or other Cerberus Executive Entity from Feinberg and shall be repayable prior to a

outstanding, distributions otherwise payable to such Non-Managing Member (a) shall be used to make mandatory payments or pm-payments required under the Citi Loan and (b) may, as determined by the Managing Member in his sole discretion, be used to prepay any Citi Loan Amounts at any time and from time to time

shall have the sole discretion to sell, assign or transfer one or more of the Special Membership Interests (after all amounts have been repaid under the Citi Loan) to any entity with respect to which Feinberg and his Affiliates do not own more than 50% of the equity interests (a "Third Party") without the con